Full Press Release Details
Filed by Fresenius Medical
(Commission File No. 001-32749),
Rules 165 and 425 under the
Securities Act of 1933, as
This Exhibit consists of a convenience
English translation of Fresenius Medical Care AG & Co. KGaA's (FME) Conversion Report issued in connection with its a proposed
conversion of the legal form of FME.
Under the U.S. Securities Act
of 1933, as amended (the Securities Act), this Exhibit may be deemed to be offering material of FME. FME has filed a registration statement
on Form F-4 under the Securities Act (Registration No. 333-271081) 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 will be distributed to FME shareholders. Shareholders
may obtain a free copy of the disclosure documents (when they are available) 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-Kr ner-Strasse 1, 61352
Bad Homburg v.d.H., Germany.
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a stock corporation (Aktiengesellschaft)
under the laws of the Federal Republic of Germany
submitted to agenda item 1
of the extraordinary general meeting
(au erordentliche Hauptversammlung) of
Fresenius Medical Care AG & Co. KGaA
- NON-BINDING CONVENIENCE TRANSLATION
conversion report ("Report") is neither an offer to sell shares in Fresenius Medical Care AG & Co. KGaA
("Company" or "FME KGaA" and, together with its consolidated subsidiaries, "FME Group")
nor a solicitation of an offer to purchase shares of the Company. Such an offer is not being made and would potentially require separate
publication and, if required by national law, a separate prospectus. This Report is not a securities prospectus in the meaning of Regulation
(EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 on the prospectus to be published when securities
are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, as amended.
Report does not constitute an offer of shares of the Company for sale in the United States of America ("United States"
or "U.S."). The shares of the Company referred to herein have not been and will not be registered under the U.S. Securities
Act of 1933, as amended ("Securities Act"). The shares of the Company may not be offered or sold in the United States
absent registration or an exemption from registration requirements of the Securities Act. There will be no public offering of shares
of the Company in the United States.
report may be deemed to be offering material in respect of the proposed conversion. The Company has filed with the United States
Securities and Exchange Commission ("SEC") a registration statement on Form F-4, including an information
statement/prospectus constituting a part thereof. THE SHAREHOLDERS OF the company ARE URGED TO READ THE REGISTRATION STATEMENT AND
ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE INFORMATION STATEMENT/PROSPECTUS THAT IS INCLUDED IN THE
REGISTRATION STATEMENT, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED CONVERSION. The final information
statement/prospectus will be distributed to the Company's U.S. resident shareholders. SHAREHOLDERS OF THE COMPANY may obtain a free
copy of the disclosure documents and other documents filed by the Company with the SEC on the SEC's website at www.sec.gov or from
Fresenius Medical Care AG & Co. KGaA, Attention: Investor Relations, Else-Kr ner-StraSSe 1, 61352 Bad Homburg v. d.
Fresenius Medical Care AG & Co. KGaA
CONVENIENCE TRANSLATION -
Report does not constitute an offer document or an offer to sell or issue or a solicitation or offer to buy or subscribe for transferable
securities to the public to which section 85 of the Financial Services and Markets Act 2000 of the United Kingdom, as amended, applies
and should not be relied upon as a recommendation to any person to purchase or subscribe for securities in the context of the change
of legal form. This Report is directed only at the following "Relevant Persons": (i) persons outside the
United Kingdom; (ii) persons who are shareholders of the Company and are covered by article 43 of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended, ("Order"); (iii) persons who have professional experience
in matters relating to investments falling within article 19(5) of the Order; and (iv) high net worth companies, unincorporated
associations and other entities falling within article 49(2)(a) to (d) of the Order. Persons who are not Relevant Persons
are not protected in relying or acting in reliance on this Report or its contents.
Certain statements contained in this Report may
constitute "forward-looking statements". These forward-looking statements are based on the Company's current views, expectations,
assumptions and information. Forward-looking statements are not guarantees of future performance and involve known and unknown risks
In addition, neither the Company nor its general
partner assumes liability for any forward-looking statements in connection with this Report. In addition, the forward-looking statements
speak only as of the date hereof. Neither the Company nor its general partner is obligated to update any forward-looking statements or
to conform them to actual events or developments, except as required by law.
Fresenius Medical Care AG & Co. KGaA
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| 1. | Introduction | 9 | |
| 2. | FME KGaA | 11 |
| 2.1 | Registered office, administration, corporate object and fiscal year | 11 | |
| 2.2 | Structure of FME Group | 12 | |
| 2.3 | Business of FME Group | 13 |
| 2.3.1 | Business activities | 13 | |
| 2.3.2 | Business segments | 13 | |
| 2.3.3 | Selected key figures | 14 |
| 2.4.1 | Corporate bodies | 16 | |
| 2.4.2 | Declaration of compliance ( Entsprechenserkl rung ) | 19 |
| 2.5.1 | Share capital and listing | 19 | |
| 2.5.2 | Authorized capital, conditional capital and further authorizations of the General Partner | 21 | |
| 2.5.3 | Shareholder structure | 24 |
| 3.1.1 | Complexity of current corporate governance of FME Group | 27 | |
| 3.1.2 | Effects of full consolidation of FME Group in FSE KGaA's consolidated financial statements | 28 | |
| 3.1.3 | Analysis of options for Deconsolidation of FME Group | 28 |
| 3.2.1 | Simplification of the Company's corporate governance | 29 | |
| 3.2.2 | Improvement of decision-making processes | 30 |
Fresenius Medical Care AG & Co. KGaA
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| 3.2.3 | Increased influence of the Outside Shareholders on the composition of the Company's management | 31 | |
| 3.2.4 | Improving the independent determination of the financing strategy | 32 |
| 3.3 | Impact of the Conversion on the Company's share price | 32 | |
| 3.4 | Appropriateness of the participation ratio | 33 | |
| 3.5 | Effects of the Conversion on the rights of the Shareholders | 34 | |
| 3.6 | Effects of the Conversion on affiliated companies ( verbundene Unternehmen ) within the meaning of section 15 AktG | 34 | |
| 3.7 | Further effects of the Conversion on FME Group | 34 | |
| 3.8 | Alternatives to the Conversion | 34 |
| 3.8.1 | Change of legal form into an SE | 35 | |
| 3.8.2 | Purchase of the General Partner by the Company | 35 | |
| 3.8.3 | Causing the exit of the General Partner from FME KGaA | 35 | |
| 3.8.4 | Temporary suspension of control by way of an agreement to suspend control ( Entherrschungsvertrag ) | 36 | |
| 3.8.5 | Conclusion by the General Partner | 36 |
| 3.9 | Assessment of the Conversion by the General Partner | 37 | |
| 3.10 | Assessment of the Conversion by the independent members of the Supervisory Boards | 38 |
| 4.1 | Procedure of the Conversion | 40 | |
| 4.2 | Key legal steps of the Conversion | 40 | |
| 4.3 | Explanation of the Conversion Resolution | 42 |
| 4.3.1 | Conversion | 42 | |
| 4.3.2 | Legal name and registered office of FME AG | 43 | |
| 4.3.3 | AG Articles of Association | 43 | |
| 4.3.4 | Share capital of FME AG and AG Shares | 43 |
Fresenius Medical Care AG & Co. KGaA
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| 4.3.5 | Authorized Capital 2020/I and Authorized Capital 2020/II | 44 | |
| 4.3.6 | Conditional Capital | 49 | |
| 4.3.7 | Shareholding of the Shareholders in FME AG | 50 | |
| 4.3.8 | Exit of the General Partner from the Company | 51 | |
| 4.3.9 | AG Supervisory Board | 51 | |
| 4.3.10 | Continued validity of resolutions of the general meeting of FME KGaA | 53 | |
| 4.3.11 | Special rights | 58 | |
| 4.3.12 | No compensation offer under section 207 UmwG | 60 | |
| 4.3.13 | Consequences of the Conversion for the employees and their representative bodies and the measures provided for in this respect | 60 | |
| 4.3.14 | Costs | 70 | |
| 4.3.15 | Founder | 70 | |
| 4.3.16 | Application for registration with the Commercial Register | 71 |
| 5.1.1 | Relabeling of products | 71 | |
| 5.1.2 | Separation of shared functions, development of new internal functions and need for new insurance and other infrastructure | 72 | |
| 5.1.3 | Separation from the General Partner | 74 | |
| 5.1.4 | Termination of Pooling Agreement upon consummation of the Conversion | 74 | |
| 5.1.5 | Impact of the Conversion on employees and employee representation | 75 |
Fresenius Medical Care AG & Co. KGaA
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| 5.3.2 | Termination of existing group financing | 76 | |
| 5.3.3 | Change of control provisions under FME Group's financing agreements | 76 | |
| 5.3.4 | Effects on the Company's annual unconsolidated financial statements in accordance with HGB | 77 |
| 5.4.1 | Tax effects on the Company | 77 | |
| 5.4.2 | Tax effects on the Shareholders | 78 | |
| 5.4.3 | Taxation of the Company after the Conversion | 79 | |
| 5.4.4 | Taxation of executive remuneration | 79 |
| 6.2.1 | General stipulations | 80 | |
| 6.2.2 | Formation | 81 | |
| 6.2.3 | Legal relationships of the company and its shareholders | 82 | |
| 6.2.4 | Corporate governance of the company | 83 | |
| 6.2.5 | Annual unconsolidated financial statements / consolidated financial statements | 98 | |
| 6.2.6 | Appropriation of the balance sheet profits | 99 | |
| 6.2.7 | Measures for raising and reducing capital | 99 | |
| 6.2.8 | Invalidity and voidability of resolutions of the general meeting | 100 | |
| 6.2.9 | Invalidity of the approved annual unconsolidated financial statements | 100 | |
| 6.2.10 | Dissolution of the company | 100 | |
| 6.2.11 | Affiliated companies | 100 | |
| 6.2.12 | Provisions for related party transactions | 101 | |
| 6.2.13 | Judicial dissolution | 10 1 | |
| 6.2.14 | Stipulations on penalties and fines | 101 |
Fresenius Medical Care AG & Co. KGaA
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| 6.3.1 | The corporate bodies of FME AG | 102 | |
| 6.3.2 | Explanation of the AG Articles of Association | 106 |
| 6.4.1 | Effects of the Conversion of the rights of the Shareholders | 127 | |
| 6.4.2 | Comparison of the status of shareholders in FME KGaA and FME AG | 127 |
| List of Annexes | 134 |
| LIST of Definitions | 135 |
Fresenius Medical Care AG & Co. KGaA
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The Company is a partnership limited
by shares (Kommanditgesellschaft auf Aktien - "KGaA") under the laws of the Federal Republic of Germany
("Germany"). The Company's sole general partner in charge of managing the Company is Fresenius Medical Care Management
AG ("General Partner").
Sole shareholder of the General Partner