Full Press Release Details
Fresenius Medical Care AG Co. KGaA
Invitation to ordinary General Meeting
ISIN: DE 0005785802 // Securities Identification No. 578 580
ISIN: DE 0005785836 // Securities Identification No. 578 583
ISIN: DE 000A0JCZP0 // Securities Identification No. A0JCZP
ISIN: US 3580291066 // ADR Identification No. 879 529
ISIN: US 3580292056 // ADR Identification No. 903 780
We hereby invite our shareholders to the
ordinary General Meeting to be held on
Tuesday 9 May 2006 at 10:00 a.m.
in the Congress Centre Messe Frankfurt,
Ludwig-Erhard-Anlage 1, 60327 Frankfurt am Main.
The General Partner and the Supervisory Board propose the approval of the annual financial
statements of Fresenius Medical Care AG Co. KGaA (previously Fresenius Medical Care
Aktiengesellschaft) for the financial year 2005 as presented, showing a profit of EUR
The General Partner and the Supervisory Board propose that the profit shown in the annual financial
statements of EUR 744.050.932,71 for the financial year 2005 be applied as follows:
| Payment of a dividend of EUR 1,23 for each of 96.629.422 ordinary shares entitled to a dividend | EUR | 118.854.189,06 | ||
| Payment of a dividend of EUR 1,29 for each of 1.132.757 preference shares entitled to a dividend | EUR | 1.461.256,53 | ||
| Carried forward to a new account | EUR | 623.735.487,12 | ||
| Profit | EUR | 744.050.932,71 |
The dividend is payable on 10 May 2006.
Until the coming into effect of the transformation of legal form on 10 February 2006, the Company
was in the legal form of a stock corporation under the name Fresenius Medical Care AG. For this
reason, the management of the Company in the financial year 2005 was exercised solely by the
Management Board of Fresenius Medical Care AG. The subject matter of this agenda item is therefore
the discharge of the then Management Board of Fresenius Medical Care AG.
The General Partner and the Supervisory Board propose that discharge to be granted to the members
of the Management Board of the Company who were in charge during the financial year 2005 for that
The General Partner and the Supervisory Board propose that discharge be granted to the members of
the Supervisory Board of the Company for the financial year 2005.
On the conclusion of this General Meeting, the period in office of the present members of the
Supervisory Board ends. This requires a new election.
The Supervisory Board consists of six (6) members according to Sec. 278 (3), 96 (1), 101 (1) of the
Stock Corporation Act and Article 8 (1) of the Articles of Association of the Company, who are
elected by the General Meeting in accordance with the Stock Corporation Act. The election of
Supervisory Board members is, according to Article 8 (2) of the Articles of Association of the
Company, for the period until the ending of the ordinary General Meeting which resolves on the
discharge for the fourth financial year after the beginning of the period in office. The year in
of office begins is not included in the calculation. The General Meeting is not bound by candidates
According to the amendment to the Articles of Association proposed under agenda Item 9 of the
invitation to this ordinary General Meeting under a), the two members of the Supervisory Board on
the joint committee are, according to Article 13 b ss. 2, to be elected by the General Meeting. The
election of Supervisory Board members is, according to Article 13 ss. 4, 8 ss. 2 of the Articles of
Association of the Company, for the period until the ending of the ordinary General Meeting which
resolves on the discharge for the fourth financial year after the beginning of the period in
office. The year in which the period of office begins is not included in the calculation. The
General Meeting is not bound by candidates who are proposed.
The Supervisory Board proposes the following persons for election to the Supervisory Board until
the ending of the General Meeting which resolves on the discharge for the financial year 2010; in
the case of Walter L. Weisman and John Gerhard Kringel, the Supervisory Board also proposes that
they be elected to the joint committee, subject to the condition precedent of the entry of the
amendment to the Articles of Association proposed at agenda Item 9 under a) of the invitation to
this ordinary General Meeting:
| Dr. Gerd Krick, Chairman of the Supervisory Board of Fresenius AG, K nigstein Dr. Krick is a member of the statutory national Supervisory Boards of Allianz Private Krankenversicherungs AG, Fresenius AG (Chairman), Vamed AG (Chairman), Fresenius Medical Care Management AG and member in similar controlling boards, namely the Board of Directors of Adelphi Capital Europe Fund and member of the administrative board of HDI Haftpflichtverband des deutschen Industrie V.a.G. | |||
| Dr. Dieter Schenk, lawyer and tax adviser, partner with N rr Stiefenhofer Lutz, partnership, Ottobrunn Dr. Schenk is member of the statutory national Supervisory Board of |
| Fresenius AG, Gabor Shoes AG (Chairman), Greiffenberger AG (deputy chairman), TOPTICA Photonics AG (deputy chairman) and Fresenius Medical Care Management AG (deputy chairman) and member of a similar board, the administrative board of Feintechnik Eisfeld GmbH. | |||
| Prof. Dr. Bernd Fahrholz, lawyer, partner with Dewey Ballantine LLP, Berlin Prof. Dr. Fahrholz is member of the statutory national Supervisory Board of Fresenius Medical Care Management AG. | |||
| Walter L. Weisman, former Chairman and Chief Executive Officer of American Medical International Inc., Los Angeles, California, U.S.A. Mr. Weisman is member of the statutory national Supervisory Board of Fresenius Medical Care Management AG and member of similar boards, namely member of the Board of Directors of Maguire Properties, Inc. and Occidental Petroleum Corporation. | |||
| John Gerhard Kringel, former Senior Vice President of Abbott Laboratories, Inc., Durango, Colorado, U.S.A. Mr. Kringel is a member of the statutory national Supervisory Board of Fresenius Medical Care Management AG and member of similar boards, namely member of the Board of Directors of E-Surg, Inc. and Medical Research Labs, Inc. | |||
| William P. Johnston, former Chairman of the Board of Directors of Renal Care Group, Inc., Nashville, Tennessee, U.S.A. Mr. Johnston is a member of a board similar to a national Supervisory |
The Supervisory Board proposes the election of KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft Wirtschaftspr fungsgesellschaft, Frankfurt am Main as auditors and group
auditors for the financial year 2006.
The General Partner and the Supervisory Board propose the following resolutions:
| a) | Authorization to grant options for bearer ordinary shares The General Partner is authorized to issue by 8 May 2011 up to 5,000,000 options for up to 5,000,000 bearer non-par value ordinary shares of Fresenius Medical Care AG Co. KGaA (the Company ) in accordance with the following provisions. If members of the management board of the General Partner are affected, its Supervisory Board alone is authorized accordingly. | |
| The principles for the issue of the options are as follows: | ||
| (aa) Entitled persons/ Distribution of options |
Options may be issued only to members of the management board of Fresenius Medical Care
Management AG in their capacity as the
management organ of the General Partner of the Company, to members of the management
board of affiliated companies and managerial staff members (F hrungskr fte) of the
Company and affiliated companies. Members of the management and employees solely
employed by Fresenius AG or affiliated companies which are affiliated to the Company
only through Fresenius AG are excluded. The exact group of entitled persons and the
scope of options to be granted to each of them will be determined by the General
Partner. If members of the management board of the General Partner are to receive
options, this determination and issue of the options shall be under the exclusive
decision of its Supervisory Board.
The total volume of options is apportioned to the groups of entitled persons as
| Members of the management board of the General Partner receive at most a total of up to 1,000,000 options | |||
| Members of the management board of affiliated companies receive at most a total of up to 1,000,000 options | |||
| Managerial staff members ( F hrungskr fte ) of the Company and affiliated companies receive at most a total of up to 3,000,000 options. |
The entitled persons receive options only as members of one group. Double grants are
not admissible. The entitled persons must at the time of the granting of the options be
in an employment or service relationship with the Company or an affiliate of the
Company or must be members of the management board of the General Partner.
The grant of options shall be made in five (5) annual tranches each on the last Monday
in July and/or the first Monday in December (each of them Day of Issue). If the
amendment to the Articles of Association to be resolved on as at b), is not entered in
the Commercial Register prior to 1 July 2006, the
first grant of options shall take place on the first working day of the calendar month
following the entry.
Each option entitles the holder to one (1) bearer non-par value ordinary share of the
Company in return for payment of the exercise price specified in (cc) and shall be for
a period of seven (7) years.
The option conditions can provide that the Company may, in fulfilment of the option, at
its discretion grant the entitled persons its own shares in place of new shares out of
conditional capital. In the case of entitled persons who are members of the management
board of the General Partner, the Supervisory Board of the latter shall decide. The
acquisition of its own shares for this alternative satisfaction of the options must
comply with the statutory provisions. No authorization to acquire its own shares is
granted by this resolution.
The exercise price of an option shall be the average stock exchange closing price of
non-par value ordinary shares of the Company in electronic Xetra trading of the
Deutsche B rse AG in Frankfurt am Main or a comparable successor system on the last
thirty (30) calendar days prior to the grant of the option. The minimum exercise price
is, however, the nominal amount of the capital of the Company attributed to each
non-par value ordinary share (Section 9 (1) Stock Corporation Act).
It is a condition for the exercise of options in each case that the annual target is
achieved within the three year waiting period according to (dd). The target is achieved
in each case if, after the grant of the options to the entitled persons in each case,