The combination of a change of the legal form into a KGaA with the creation of a single share class is a strategic step that increases the financial flexibility of Fresenius Medical Care going forward and improves trading liquidity and the overall attractiveness of the Company's ordinary shares.

Fresenius Medical Care AG ("Company") (Frankfurt Stock Exchange: FME, FME3) (NYSE: FMS, FMS-p), the world's largest provider of Dialysis Products and Services, today announced its intention to offer the holders of the Company's approx. 26.4 million preference shares the opportunity to convert these shares into ordinary shares. Furthermore, the Company will ask its ordinary shareholders to approve a change of the legal form from an "Aktiengesellschaft" (AG) to a "Kommanditgesellschaft auf Aktien" (KGaA, see glossary on page 4).

Ben Lipps, Chief Executive Officer of Fresenius Medical Care, commented: "We expect these initiatives will improve and enhance our financial flexibility to the benefit of all stakeholders. The step toward just one share class will significantly improve trading liquidity in the ordinary shares and will simplify our share structure. The share conversion offers preference shareholders the opportunity to switch to ordinary shares at attractive conditions. Importantly this new corporate structure will allow for continued high standards of corporate governance and transparency as today. We are very excited about these initiatives allowing us to look ahead with confidence toward further growth opportunities and increasing profitability".

Details on the conversion of preference shares
The preference shareholders (including the holders of the American Depository Shares representing preference shares) will be granted the opportunity to convert their preference shares into ordinary shares. The preference shareholders who participate in this program pay a "premium" of € 12.25 per share for the conversion. The premium corresponds to approx. 2/3 (two thirds) of the price difference between the ordinary and preference shares of the weighted average stock exchange prices in the three months prior to this announcement. On this basis, preference shareholders can therefore obtain ordinary shares, by means of this conversion, at an effective discount of € 6.14 or 10% per share compared to yesterday's closing price of the ordinary shares.

Conversion of preference shares into ordinary shares will be possible during a four to six weeks conversion period. The technical details of the conversion including the exact timing will be determined by the Management Board with the approval of the Supervisory Board and will be send out in a prospectus to be distributed by the Company when it makes the conversion offer. There is no intention to extend the conversion period or to launch another offer for conversion in the future.

Details on change of the corporate legal structure to KGaA
In combination with the proposed conversion of Fresenius Medical Care preference shares into ordinary shares, the Supervisory Board and the Management Board propose a change of the legal structure of the Company into a Kommanditgesellschaft auf Aktien (KGaA) under German law.

In the course of this transformation of legal form, a subsidiary of Fresenius AG in the legal form of an "Aktiengesellschaft" (stock corporation under German law) will be established as general partner of the Fresenius Medical Care AG & Co. KGaA. The Management Board of the general partner - which will be identical with the current Management Board of Fresenius Medical Care - will assume the management of Fresenius Medical Care. As long as Fresenius AG maintains ownership of more than 25% of the shared capital of the Company, it will retain its current controlling position. This includes the right of full consolidation despite the expected dilution of its shareholding in the ordinary voting shares below 50% through the conversion of the current non-voting preference shares into ordinary shares.

Given Fresenius AG's current controlling influence in the shareholders' meeting due to its majority in the ordinary shares the transformation of legal form will factually not affect the position of the ordinary Free Float shareholders. The proposed change in the legal form of Fresenius Medical Care will allow to continue the high standards of corporate governance and transparency as today.

Extraordinary General Meeting
In an Extraordinary General Meeting of Fresenius Medical Care, the ordinary shareholders will be asked to approve the change of the legal form as well as the conversion of preference shares into ordinary shares. The approval of the preference shareholders is required to the conversion of preference shares into ordinary shares. The exact timing of the meeting will be announced at a later date.

Press Conference
Fresenius Medical Care will also host a Press Conference on May 04, 2005 at 12am CET at its headquarters in Bad Homburg. The company invites journalists to listen to the live video webcast of the meeting at the Company's website www.fmc-ag.com. A replay will be available shortly after the meeting.

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DISCLAIMER

This announcement does not constitute an offer to convert preference shares into ordinary shares or a solicitation of offers to convert preference shares into ordinary shares, or an offer to sell or solicitation of any offer to purchase shares of Fresenius Medical Care KGaA. Such offer may be made only at a later stage and, in certain jurisdictions, by a prospectus.

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Glossary for Kommanditgesellschaft auf Aktien

A Kommanditgesellschaft auf Aktien is a partnership limited by shares. Like the German ‘AG' (i.e. Aktiengesellschaft = stock corporation), the KGaA is an entity with its own legal identity. Unlike in the case of an AG, however, the KGaA has two groups of shareholders: personally liable general partners on the one hand and limited liability shareholders on the other. The limited liability shareholders have an interest in the stated share capital and, as in the case of other publicly quoted companies, are not personally liable for the debts of the company.

Fresenius Biotech successfully completed two Phase I studies evaluating trifunctional antibodies in the treatment of breast cancer and peritoneal carcinomatosis. The results of these studies were presented by investigators from the participating universities at the American Society of Clinical Oncology (ASCO) Annual Meeting in Orlando, Florida.

Encouraging results were achieved with the trifunctional antibody rexomun^® (WHO INN: ertumaxomab), which was evaluated in a clinical trial for the first time. In this multi-center Phase I study including patients with metastastic breast cancer, rexomun^® (ertumaxomab) proved to be safe and tolerable. Seventeen patients were involved in the study and received three intravenous doses of the antibody within a two-week period. The maximum tolerated doses for the first, second and third application were found at 10, 100 and 100 micrograms. Side effects were mild to moderate and transient with fever, chills, headache and nausea being the most common. In five out of 15 evaluable patients the tumor responded to the treatment leading to stable disease or remission. One patient had a complete remission that lasted for 7 months, two patients had a partial remission and two patients had stable disease. One patient with partial remission and two patients with stable disease received concomitant or subsequent hormone therapy. "These data strongly encourage us to proceed into phase II," said Dr. Thomas Gottwald, President of Fresenius Biotech. A Phase II study evaluating the efficacy of rexomun^® (ertumaxomab) in breast cancer is in preparation and will start by the end of 2005.

In the second multi-center Phase I study presented at the ASCO convention, the trifunctional antibody removab^® (INN: catumaxomab) proved to be safe and tolerable in the treatment of peritoneal carcinomatosis. A total of 17 patients were included. In 16 patients the peritoneal carcinomatosis was caused by cancer of the stomach or the colon. In one patient, the primary tumor could not be located. Four increasing doses of removab^® (catumaxomab) were injected into the peritoneal cavity of the patients over a 10-day period. The maximum tolerated doses were found at 10, 20, 50 and 200 micrograms in the first, second, third and fourth infusion. Side effects were mild to moderate and transient with nausea, abdominal pain and fever being the most common. Irrigation of the peritoneal cavity was possible in eight patients before and after the treatment to determine the effect on the number of detected tumor cells, which decreased in seven out of these eight patients after treatment.

The average life expectancy of patients with peritoneal carcinomatosis normally ranges from three to six months. To date, 14 months after the start of the study, 7 out of 17 patients are still alive. Follow up showed survival of about 9 months after the start of treatment. Complete remission was achieved in one patient which continues after 14 months. "Again, like in the previous study on the trial on malignant ascites due to ovarian cancer, we have observed first signs of efficacy at an early stage of the clinical development," explained Dr. Thomas Gottwald. A pilot study is now evaluating the best mode of application of removab^® (catumaxomab) in gastric cancer. A Phase II study on gastric cancer is expected to start by the end of 2005.

The trifunctional antibody removab^® (catumaxumab) is also currently being evaluated in a Phase IIa trial in the treatment of ovarian cancer and in a Phase II/III pivotal trial in the treatment of malignant ascites. The results of these studies should be available during 2006.

The antibodies rexomun^® (ertumaxomab) and removab^® (catumaxomab) were developed and produced by Fresenius Biotech's partner TRION Pharma, a Munich-based biotech company. These novel antibodies have a unique mode of action. Trifunctional antibodies selectively bring together cancer cells and two different immuno-competent cell types thus prompting the destruction of the tumor cells. In addition, trial results indicate that these antibodies prime the immune system with the potential for long lasting immunity against the tumor.

Clinical studies: Phase I studies evaluate dose, safety and tolerability while Phase II clinical trials investigate the efficacy of new drugs.

INN: International Nonproprietary Name; Each INN is selected by the WHO, is a unique name that is globally recognized and is public property.

Fresenius Medical Care AG (Frankfurt Stock Exchange: FME, FME3) (NYSE: FMS, FMS-p), the world's largest provider of Dialysis Products and Services today announced the launch of a new hemodialysis machine at the European Dialysis and Transplantation Association / European Renal Association (EDTA/ERA) Congress in Istanbul that will further improve the treatment of patients with chronic kidney failure. The 5008 series machines will be introduced to Europe, Asia and the Middle East in the second half of the year and will gradually replace the current 4008 series over the next years. Since 1992 the 4008 series has established itself as the most successful and most widely used hemodialysis machine. With the new 5008 model, Fresenius Medical Care is already addressing future challenges of dialysis therapies. These challenges include the growing number of patients afflicted with multiple diseases as well as increasing demands on treatment quality, despite the staffing and financial constraints of the health care sector. The 5008 offers the highest treatment quality at low cost.

"With the development of the new 5008 therapy system we have reached a significant milestone that further improves our position as the world's leading supplier of dialysis products for patients with chronic kidney failure," said Emanuele Gatti, Fresenius Medical Care Management Board Member for Europe, Latin America, Middle East and Africa. "The 5008 is an important investment in our future and in our company's continued success. Once again we underline our innovation and leadership in dialysis products." With the 5008 series the company aims at continually growing faster in the machine business than the dialysis market, which expands at an average of 7%. In the year following its introduction, the company will be in a position to increase the production of the new machines to as many as 10,000 per year.

Fresenius Medical Care had $1.73 billion in worldwide product sales in 2004 and is the clear leader with a market share of 27%. Nearly every second dialysis machine produced worldwide last year was manufactured by Fresenius Medical Care – twice as many as the second-largest manufacturer. Beside the dialyzer (the "artificial kidney"), which filters the blood of patients with chronic kidney failure, dialysis machines are the most important products for hemodialysis. While the dialyzer filters a patient's blood, the dialysis machine pumps and monitors the circulation of blood outside the patient's body. The machine also maintains the composition of the dialysis solution and introduces anticoagulants. Treatments generally last three to six hours and are usually carried out three times a week.

Over the past few years, the research and development department created a completely new concept for the 5008 therapy system. The developers called upon the broad experience gathered by Fresenius Medical Care, a vertically integrated company that treats patients with chronic kidney failure in 1,630 of its own clinics worldwide. The machine was not only tested in the laboratory but also proved itself in more than 200,000 treatments in selected European dialysis clinics of the company. The company's vertical integration has allowed it to optimally adapt the new machines to the needs of both patients and specialists in the clinics. "This has made the 5008 easily the most modern dialysis machine," said Management Board Member Emanuele Gatti. "Our customers profit from the broad knowledge we have been able to gather by working closely with our own clinics."

The 5008 series is characterized by a very simple user guidance. Nurses and doctors can operate the new dialysis machine easily and – above all – safely using a touch-screen monitor and self-explanatory menus. Routine blood handling procedures were simplified or shortened, which also reduces the amount of training necessary. "Nurses and doctors now have additional time to maintain the crucial contact to the patient," emphasized Gatti. The new dialysis machine also lowers operating costs since it requires up to 30% less water and electricity.

Online Hemodiafiltration (HDF) is a standard feature of the new therapy system. This treatment modality is currently the best and most efficient kidney replacement therapy. "For the first time, this procedure can be widely used since it has been made simpler and the use of resources has been optimized," said Gatti. Online HDF reduces the risk of cardiovascular complications, which are the cause of more than 50% of the deaths of dialysis patients. Among the benefits, blood pressure and anaemia are better controlled with Online HDF. Also the procedure removes excess water more gently while filtering toxins from a patient's blood more efficiently.

Using Online Hemodiafiltration (HDF) to treat patients with chronic kidney failure can lead to a significantly lower risk of mortality compared to treatment with standard hemodialysis. A study has just been presented during the European Dialysis and Transplantation Association (EDTA) / European Renal Association (ERA) Congress in Istanbul and shows that the mortality rate among patients that received Online-HDF treatment was 35% lower than that of patients receiving conventional hemodialysis therapy. Data were gathered over a one-year period from more than 2,500 patients in 56 European dialysis clinics of Fresenius Medical Care.

The study provides substantial scientific evidence that the treatment method can significantly reduce the mortality of patients with chronic renal failure. Following the positive results, Fresenius Medical Care now expects an increase in demand for online-HDF, which is already considered the best possible treatment because of its ability to remove a wider range of toxins from the blood of patients with chronic kidney failure. Fresenius Medical Care offers Online-HDF since 1996 through a module for the 4008 dialysis machine and is now included as standard equipment in the new 5008 therapy system, which was launched in Istanbul.

"Online-HDF is gradually establishing itself as an advanced and innovative treatment modality in dialysis. It significantly improves life expectancy and the quality of life of patients," said Emanuele Gatti, Fresenius Medical Care Management Board Member for Europe, Latin America, Middle East and Africa.

Bad Homburg, Germany – Fresenius Medical Care AG (the "Company") (Frankfurt Stock Exchange: FME, FME3) (NYSE: FMS, FMS-p), the world's largest provider of Dialysis Products and Services announced today that it has received a second request from the U.S. Federal Trade Commission (FTC) for additional information in connection with its proposed acquisition of Renal Care Group, Inc. The effect of this request, which was anticipated when the acquisition was announced, is to extend the waiting period imposed by the Hart-Scott-Rodino Antitrust Improvements Act until 30 days after the Company and Renal Care Group have complied with the request, unless that period is voluntarily extended by the parties or is terminated by the FTC. The Company intends to continue to cooperate fully with the FTC in its review of the proposed acquisition and to promptly respond to this request for additional information and that it will be able to complete the transaction during the second half of 2005.

According to a South Korean study now published in the journal Peritoneal Dialysis International (Vol 25, pp 248-255), patients live significantly longer if they use the PD solution balance developed by Fresenius Medical Care rather than conventional fluids. More than 1,100 patients were included in the retrospective analysis. This is the largest analysis on survival comparing conventional and new, more biocompatible PD solutions.

The researchers compared 611 patients treated with balance and 551 patients who received treatment with conventional dialysis fluid. The follow up period was up to 30 months. When treated with biocompatible balance, the relative mortality risk was reduced by 25% compared to conventional high quality treatment (also from Fresenius Medical Care). Differences in age or sex of the patients between both groups were taken into account.

The biocompatible dialysis fluid balance has a neutral pH and has extremely low levels of glucose degradation products (GDPs) compared to conventional PD fluids. A randomized, prospective multicenter study published in the journal Kidney International in 2004 (Vol. 66, pp. 408-418) demonstrated that the biocompatible dialysis fluid balance had less negative impact on the mesothelial cells of the peritoneum and in addition better preserves residual renal function. The positive impact of residual renal function on patient survival has been demonstrated already in clinical studies and is a key indicator of positive survival outcomes.

This relationship could be the reason for the better survival of patients treated with balance. "This study, for the first time, suggests that treatment with a novel biocompatible peritoneal dialysis fluid confers a significant survival advantage," says Professor Ho Yung Lee from the Department of Internal Medicine, Yonsei University College of Medicine in Seoul.

South Korea is one of the countries with the highest number of peritoneal dialysis patients. Worldwide, about 150.000 patients are treated with this therapy. In peritoneal dialysis, which is one of two methods of treatment for patients with chronic kidney failure, the peritoneum serves as a dialysis membrane. Using a surgically implanted catheter, dialysis fluid is introduced into the peritoneal cavity and removed from it after a while. Toxins and surplus water, the latter with the help of the osmotic activity of glucose, are being moved through the peritoneum into the fluid and thus removed from the blood.
 

Fresenius AG today announced that Standard & Poor's and Moody's will change their credit ratings for the Company by one notch. Standard & Poor's plans to lower its rating from "BB+" to "BB" with a negative outlook upon completion of the Renal Care Group acquisition by Fresenius Medical Care. Moody's lowered its rating from "Ba1" to "Ba2" in anticipation of the Renal Care Group acquisition. The outlook is stable.

Stephan Sturm, Chief Financial Officer, commented: "This is an expected downgrade given the decision to fully debt-finance the acquisition of Renal Care Group. On the other hand, the acquisition sustainably strengthens Fresenius Medical Care's position in the global dialysis market. We have a proven ability to considerably reduce debt from solid cash flows and are therefore confident to meet our financial goals."

Bad Homburg, Germany – Fresenius Medical Care AG ("the Company") (Frankfurt Stock Exchange: FME, FME3) (NYSE: FMS, FMS-p), the world's largest provider of Dialysis Products and Services, today reports that subject to the completion of the Renal Care Group acquisition Standard & Poor's and Moody's will change their corporate credit rating for the Company by one notch. Standard & Poor's plans to lower the corporate credit rating from "BB+" to "BB". The outlook will be negative. In anticipation of the Renal Care Group acquisition Moody's lowered the corporate credit rating from "Ba1" to "Ba2". The outlook is stable.

Lawrence A. Rosen, Chief Financial Officer commented: "This change was expected and is a result of the additional leverage which Fresenius Medical Care will take on after the acquisition of Renal Care Group. The rating changes were anticipated in our $5.0 billion credit commitment that is currently in place to finance the acquisition. As the leader in the dialysis industry we are in a strong financial position with access to diverse funding sources. Our industry is characterized by stable cash flows and we have a proven ability to reduce debt significantly over time. Our position remains strong and we are very confident in meeting our financial targets."

Bad Homburg, Germany – Fresenius Medical Care AG ("the Company") (Frankfurt Stock Exchange: FME, FME3) (NYSE: FMS, FMS-p), the world's largest provider of Dialysis Products and Services, today announced the date for an Extraordinary General Meeting (EGM) of holders of ordinary shares to approve: (1) the proposed transformation of the Company's legal form into a Kommanditgesellschaft auf Aktien (KGaA); and (2) the proposed conversion of the Company's preference shares into ordinary shares. The EGM will be held at the Congress Center Messe Frankfurt (Germany), on Tuesday, August 30, 2005 at 10.00 a.m. A separate meeting of preference shareholders will be held at the same location immediately following completion of the EGM to approve the preference share conversion proposal.

The Company recognizes that the announcement of the proposed KGaA transformation and preference share conversion offer has increased shareholder value for both the ordinary and preference shareholders. While the Company believes that a vote of preference shareholders is not required to offer to preference shareholders the opportunity to voluntarily convert their preference shares into ordinary shares, the Company has decided, as a matter of appropriate corporate governance, to provide preference shareholders the opportunity to approve the proposed preference share conversion offer. The Company believes that approval and completion of both proposals is in the best interest of all shareholders.

Bad Homburg, Germany – Fresenius Medical Care AG ("the Company") (Frankfurt Stock Exchange: FME, FME3) (NYSE: FMS, FMS-p), the world's largest provider of Dialysis Products and Services, is pleased to announce that Gary Brukardt, Renal Care Group's President and Chief Executive Officer, will join Fresenius Medical Care and will be appointed as a Member of the Management Board of Fresenius Medical Care AG upon closing of the Renal Care Group acquisition. He will become Vice Chairman of the Board of Directors of Fresenius Medical Care North America (FMCNA) and will serve on the Integration Steering Committee which oversees the integration of Renal Care Group's operations into FMCNA.

Gary Brukardt will be responsible for strategic planning, FMCNA's perfusion business, physician practice management, chronic kidney disease management for FMCNA and disease state management including vascular access. As an FMC AG Management Board Member Gary Brukardt will share responsibility for FMCNA with Mats Wahlstrom and Rice Powell.

After closing, Mats Wahlstrom will continue as Co-CEO for FMCNA and CEO for Fresenius Medical Services (FMS), the dialysis services division of FMCNA. Rice Powell will also continue as Co-CEO for FMCNA and as CEO for the Products and Hospital Group (PHG) of FMCNA. Mats Wahlstrom and Rice Powell will continue to serve on Management Board of Fresenius Medical Care AG.

The Company is also pleased to announce that David Dill, Executive Vice President and Chief Financial Officer of Renal Care Group and Raymond Hakim, M.D., Ph.D., Senior Executive Vice President for Clinical Affairs and Chief Medical Officer of Renal Care Group will join Fresenius Medical Care.

David Dill will become Executive Vice President of FMCNA and Chief Executive Officer of the Eastern Division of FMS, managing more than 700 dialysis clinics. He will report to Mats Wahlstrom.

Raymond Hakim, M.D., Ph.D. will serve as Senior Executive Vice President of FMCNA. He will have management responsibility for FMS's clinical outcomes, clinical research studies, clinical policies and procedures and clinical direction for product development of PHG. Raymond Hakim will also participate in government and legislative activities. Dr. Hakim will report to Mats Wahlstrom and Rice Powell.

Ben Lipps, the Chief Executive Officer of Fresenius Medical Care AG, commented, "We are very pleased to have Gary Brukardt, David Dill, and Raymond Hakim joining Fresenius Medical Care after closing. These executives will clearly strengthen and broaden our strong North American Management Team and will assure a seamless integration of Renal Care Group into Fresenius Medical Care. We look forward to the contributions they will make to our Company. We also welcome the many additional Renal Care Group executives expected to join FMCNA after closing the acquisition."