• Extraordinary General Meeting approves conversion of Fresenius Medical Care’s legal form
• Several advantages including faster and more agile decision-making
• Michael Sen elected as Chair of new Supervisory Board
• Conversion expected to be completed by the end of 2023

Fresenius Medical Care, the world’s leading provider of products and services for individuals with renal diseases, held an Extraordinary General Meeting (EGM) today. The Company’s shareholders approved all agenda items with large majority, including the conversion of Fresenius Medical Care from the legal form of a partnership limited by shares (Kommanditgesellschaft auf Aktien, KGaA) into a German stock corporation (Aktiengesellschaft, AG), and elected the four shareholder representatives on the Supervisory Board of the new Fresenius Medical Care AG. In its constituting meeting following the EGM, the new Supervisory Board elected Michael Sen as its Chair.

Michael Sen, Chair of the Supervisory Board of Fresenius Medical Care AG, said: “Our shareholders’ vote today clearly is a sign of confidence showing that we are on the right track with Fresenius and with Fresenius Medical Care. As the Chair of the Supervisory Board, I am delighted to lead this new Supervisory Board consisting of highly qualified individuals. Their diverse backgrounds and experiences will provide a great balance between continuity and fresh perspectives. I look forward to working with this great team. Furthermore, I would like to express my sincere appreciation to the long-standing Chair of the Supervisory Board, Dr Dieter Schenk, who has supported and guided the company for almost three decades. My gratitude also goes to Rolf Classon, Dr Dorothea Wenzel and Professor Dr Gregor Zünd whose mandates as Supervisory Board members will end once the conversion is completed.”

Helen Giza, CEO of Fresenius Medical Care AG, said: “Today’s decision of our shareholders to convert Fresenius Medical Care into a German stock corporation opens a new chapter in the development of the Company. I strongly believe that following the conversion, the decision-making processes will be accelerated. Therefore, we will be more agile in our efforts in unlocking value as the leading kidney care Company. The role of our free float shareholders will also be particularly strengthened. I’m excited about collaborating with our new Supervisory Board and leading Fresenius Medical Care into a successful future, together with my team and our committed employees around the world.”

Following the conversion into a German stock corporation, Fresenius Medical Care will have a standard German two-tier Board system that is familiar to shareholders and in line with widely recognized corporate governance practices. The co-determined Supervisory Board will in future consist of twelve members. At today’s EGM, Shervin J. Korangy, Dr Marcus Kuhnert, Gregory Sorensen, M.D. and Pascale Witz were elected members of the new Supervisory Board. In addition to them, Fresenius SE & Co. KGaA (Fresenius), which holds approx. 32.2 percent of the ordinary share capital, appoints two members to the new Supervisory Board: its CEO Michael Sen, who has been elected as Chair of the new Supervisory Board, as well as its CFO Sara Hennicken. This is a testament to Fresenius’ close relationship with Fresenius Medical Care and its continued commitment to the Company. The other six members of the new Supervisory Board will be elected by the employees at a later point in time. The new Supervisory Board will perform all supervisory functions, including strategy review, management appointments, remuneration, approval of important management decisions and audit once the conversion becomes effective.

Today, the new Supervisory Board of Fresenius Medical Care AG also formally appointed the Management Board of the future Fresenius Medical Care AG, which consists of the members of the existing Management Board of Fresenius Medical Care Management AG.

In addition to the simplification of the corporate governance, the conversion into a German stock corporation provides further advantages. The simplified structure will, for instance, lead to a more efficient and faster decision-making as it allows for a clearer focus on the interests of the Fresenius Medical Care group and frees up management resources. Fresenius Medical Care will also have greater flexibility concerning its financial strategy. Furthermore, the role of free float shareholders will be strengthened as their influence on the composition of Fresenius Medical Care’s management increases.

Given the approval of all agenda items at today’s EGM, all necessary administrative, compliance and regulatory steps will now be initiated. The entire process of the conversion of Fresenius Medical Care into a German stock corporation is expected to be completed by the end of 2023. Until completion, the current corporate governance structure and the corresponding corporate bodies, including the current Supervisory Boards, remain in place.

Fresenius Kabi announced today that its biosimilar candidate FKS518, a denosumab biosimilar candidate for the US reference product Prolia®*, successfully met its primary and secondary objectives in a recently conducted clinical trial on pharmacokinetic similarity. For more information, please see the website of Fresenius Kabi. 

*Prolia® is a registered trademark of Amgen Inc.

Fresenius Kabi announced today that its biosimilar candidate FKS518, a denosumab biosimilar candidate for the US reference product Prolia®*, successfully met its primary and secondary objectives in a recently conducted clinical trial on pharmacokinetic similarity. For more information, please see the website of Fresenius Kabi. 

*Prolia® is a registered trademark of Amgen Inc.

Fresenius Kabi today announced the immediate availability of two drugs in the United States. The first product, Ganirelix Acetate Injection, a generic fertility drug is part of the company’s expansion in women’s health. Ganirelix Acetate Injection is indicated for the inhibition of premature surges in luteinizing hormone, a chemical in the body that triggers reproductive processes such as ovulation. The second product is fentanyl citrate in a Simplist® ready-to-administer prefilled syringe presentation. The product is the only 100 mcg per 2 mL presentation available on the U.S. market in a manufacturer-prepared prefilled syringe.

Fresenius Kabi today announced the immediate availability of two drugs in the United States. The first product, Ganirelix Acetate Injection, a generic fertility drug is part of the company’s expansion in women’s health. Ganirelix Acetate Injection is indicated for the inhibition of premature surges in luteinizing hormone, a chemical in the body that triggers reproductive processes such as ovulation. The second product is fentanyl citrate in a Simplist® ready-to-administer prefilled syringe presentation. The product is the only 100 mcg per 2 mL presentation available on the U.S. market in a manufacturer-prepared prefilled syringe.

Under the U.S. Securities Act of 1933, as amended (the “Securities Act”), this press release may be deemed to be offering material of Fresenius Medical Care AG & Co. KGaA (“FME”). FME has filed a registration statement on Form F-4 under the Securities Act with the U.S. Securities and Exchange Commission (the “SEC”), including an information statement/prospectus constituting a part thereof. FME SHAREHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC, INCLUDING THE INFORMATION STATEMENT/PROSPECTUS THAT IS PART OF THE REGISTRATION STATEMENT, AS THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED CONVERSION DESCRIBED THEREIN. The final information statement/prospectus has been distributed to FME shareholders. Shareholders may obtain a free copy of the disclosure documents and other documents filed by FME with the SEC at the SEC’s website at www.sec.gov or from Fresenius Medical Care AG & Co. KGaA, Attention: Investor Relations, Else-Kröner-Straße 1, 61352 Bad Homburg v.d.H., Germany.

Fresenius Medical Care, the world's leading provider of products and services for individuals with renal diseases has appointed Martin Fischer (46) as Chief Financial Officer as of October 1, 2023. He will succeed Helen Giza who was appointed as Chief Executive Officer and Chair of the Management Board in December 2022 and continues to serve as acting Chief Financial Officer, until her successor will join. Martin Fischer will be based in Bad Homburg, Germany and will assume responsibility for the Global Finance Organization of Fresenius Medical Care. Upon effectiveness of the Company’s proposed change of form from KGaA to German stock corporation, Martin Fischer will become a member of the Management Board of Fresenius Medical Care AG.

Martin Fischer has been Head of Finance for Siemens Healthineers Diagnostics Division based in Tarrytown, NY, U.S. since 2019. Previously, he headed the Board Office and Organizations function for Siemens Healthineers after leading the business plan and operating model development for the company’s initial public offering in March 2018. Prior to that, Fischer held a number of key international operational and finance positions in healthcare within Siemens AG. Martin Fischer holds a degree in business informatics from the Reutlingen University of Applied Sciences and an MBA from Friedrich Alexander University in Nuremberg. He completed the Chief Financial Officer Program at Columbia Business School in New York, USA.

Michael Sen, Chairman of the Supervisory Board of Fresenius Medical Care Management AG, says: "With Martin Fischer's appointment, we are strengthening a vital function in the Management Board of Fresenius Medical Care. Martin Fischer has a deep understanding of the international healthcare market, both from the U.S. perspective and out of Germany. That's a decisive advantage in getting the company back on track." 

Helen Giza, CEO and Chair of the Management Board, said: "Martin Fischer has proven that he can successfully drive fundamental change in organizations. In our organizational transformation and turnaround management, we will benefit from his finance and healthcare expertise. Martin will be an important contributor to the execution of our strategy in unlocking value as the leading kidney care company."

Martin Fischer said: “There are great challenges ahead of us. I am convinced of the company's potential and look forward to realizing it together with the global team of Fresenius Medical Care. I am excited to bring my experience and expertise to support the company’s transformation.”

Fresenius Kabi announced today the launch of its citrate-free biosimilar Idacio®* (adalimumab-aacf) for use in the treatment of chronic autoimmune diseases, in the U.S. Idacio® (adalimumab-aacf) is a tumor necrosis factor (TNF) blocker and a biosimilar to Humira®** (adalimumab). Idacio® is Fresenius Kabi’s second biosimilar launched in the U.S. and another key milestone in the company’s Vision 2026 growth strategy to broaden its biopharma global reach.

* Idacio® is a registered trademark of Fresenius Kabi Deutschland GmbH in selected countries
**Humira® is a registered trademark of AbbVie, Inc.
 

Fresenius Kabi announced today the launch of its citrate-free biosimilar Idacio^®* (adalimumab-aacf) for use in the treatment of chronic autoimmune diseases, in the U.S. Idacio^® (adalimumab-aacf) is a tumor necrosis factor (TNF) blocker and a biosimilar to Humira^®** (adalimumab). Idacio^® is Fresenius Kabi’s second biosimilar launched in the U.S. and another key milestone in the company’s Vision 2026 growth strategy to broaden its biopharma global reach. 

* Idacio^® is a registered trademark of Fresenius Kabi Deutschland GmbH in selected countries
**Humira^® is a registered trademark of AbbVie, Inc.

• Dr. Ernst Wastler will leave the Fresenius Management Board upon reaching retirement age on July 18, 2023
• Changes and rejuvenation in the Management team of the Fresenius Vamed business segment
• Strengthened control function through new appointments in the reduced VAMED Supervisory Board and the establishment of an Audit Committee
• Following successful deconsolidation, Fresenius Medical Care will also no longer be represented on the Fresenius Board in future
• The composition of the Board reflects realignment through #FutureFresenius

The healthcare group Fresenius will have a revised Management team going forward. Dr. Ernst Wastler, previously responsible for Fresenius Vamed, will retire as Chairman of the VAMED Management Board and consequently from the Fresenius Management Board upon reaching retirement age on July 18, 2023. Dr. Klaus Schuster and Frank-Michael Frede will be appointed to the VAMED Management Board. Dr. Klaus Schuster will assume the new role of Spokesman of the VAMED Management Board but will not be represented on the Fresenius Management Board. Dr. Michael Moser, a new member of the Fresenius Management Board, will be responsible for Fresenius Vamed within the Fresenius Board.

Following the successful deconsolidation of Fresenius Medical Care, Helen Giza will also step down from the Fresenius Management Board. The #FutureFresenius strategy, with its realignment of business segments into operating and investment companies, is also reflected in the composition of the Fresenius Management Board.

"I would like to thank Dr. Wastler for his many years of highly dedicated work on the Fresenius Board," said Wolfgang Kirsch, Chairman of the Supervisory Board of Fresenius. "The leaner Fresenius Board in the future also takes into account the changes on the path to #FutureFresenius that Michael Sen and the Management Board team are successfully and consistently driving forward."

Dr. Klaus Schuster joined VAMED Management and Service GmbH as Chief Operating Officer (COO) in 2020. Schuster is a medical doctor and worked as a physician at Landesklinikum St. Pölten for ten years. He studied and obtained his doctorate at the Medical University of Vienna and holds an MBA in Health Care Administration from Danube University Krems.

Also appointed to the VAMED Board as of July 1, 2023, is Frank-Michael Frede, CEO of VAMED Deutschland Holding since 2022.

Gottfried Koos' (67) tenure on the VAMED Board will end on June 30, 2023. The four-member VAMED Board will continue to include the two current members, Andrea Raffaseder and Andreas Wortmann. Andreas Wortmann, Chief Financial Officer, will additionally take on the newly created role of Chief Transformation Officer.

Strengthened control function
The control function of the VAMED Supervisory Board will be strengthened. Firstly, it will be reduced from eight to six members. Commercial Councillor Karl Samstag, previously Deputy Chairman of the VAMED AG Supervisory Board and retired CEO of Austria Creditanstalt AG, as well as Dr. Robert Hink, former Secretary General of the Austrian Association of Municipalities, will resign from their positions with effect from the date of the next ordinary Supervisory Board meeting on July 12, 2023.

Dr. Dieter Schenk, Deputy Chairman of the Supervisory Board of Fresenius Management SE, will continue to lead the VAMED Supervisory Board. Sara Hennicken, CFO of Fresenius and a member of the VAMED Supervisory Board since December 2022, will remain a member of this Board and is due to be elected Deputy Chairman. Andreas Schmidradner, Advisor to the Management Board of B&C Industrieholding GmbH, will also continue to be a member of the Supervisory Board. Dr. Michael Moser, a future member of the Fresenius Management Board, was newly elected to the VAMED Supervisory Board with effect from July 12, 2023. Together with two employee representatives, Sara Hennicken, Dr. Dieter Schenk, Andreas Schmidradner and Dr. Michael Moser will form the six-member VAMED Supervisory Board going forward. Additionally, an Audit Committee consisting of Sara Hennicken as Chair, Michael Moser as Deputy Chair, and potentially one employee representative will be established.