Full Press Release Details
pursuant to section 62 (3) sentence 2
of the German Transformation Act
62 (3) sentence 2 of the German Transformation Act (Umwandlungsgesetz - "UmwG"), the management board (Vorstand)
of Fresenius Medical Care AG with its registered office in Hof (Saale), Germany, registered with the commercial register (Handelsregister)
of the local court (Amtsgericht) of Hof (Saale) under registration number HRB 6841 ("Fresenius Medical Care AG"),
hereby announces that it is intended to merge
Care PensCo GmbH with its registered office in Hof (Saale), registered with the commercial register (Handelsregister) of the
local court (Amtsgericht) of Hof (Saale) under registration number HRB 6819 ("Fresenius Medical Care PensCo GmbH"),
as the transferring entity,
Medical Care AG as the acquiring entity by way of merger by absorption ("Merger").
Care AG is the sole shareholder and therefore holds the entire share capital of Fresenius Medical Care PensCo GmbH. Therefore, pursuant
to section 62 (1) sentence 1 UmwG, a merger resolution of the general meeting of Fresenius Medical Care AG as the acquiring entity
for the merger by absorption of Fresenius Medical Care PensCo GmbH is not required.
However, shareholders
of Fresenius Medical Care AG whose shares in aggregate amount to one twentieth of the share capital of Fresenius Medical Care AG may,
pursuant to section 62 (2) sentence 1 UmwG, demand the convocation of a general meeting in which a resolution on the approval of the
Merger is passed. The shareholders of Fresenius Medical Care AG are hereby expressly notified of this right pursuant to section 62
(3) sentences 2 and 3 UmwG. Such a convocation demand can only be considered if it is received by Fresenius Medical Care AG together
with proof of shareholding no later than one month after the date of publication of this announcement in the Federal Gazette (Bundesanzeiger).
A convocation demand
pursuant to section 62 (2) sentence 1 UmwG must be addressed to:
- Management Board -
Else-Kr ner-Stra e 1
61352 Bad Homburg v. d. H he
the following address:
publication of this announcement, the following documents will be made accessible for a period of one month at the business premises
of Fresenius Medical Care AG, Else-Kr ner-Stra e 1, 61352 Bad Homburg v. d. H he, Germany:
copy of the documents listed above will be sent to each shareholder of Fresenius Medical Care AG without undue delay and free of charge.
With the consent of the shareholder, the documents may also be transmitted by means of electronic communication.
in Fresenius Medical Care PensCo GmbH are held by Fresenius Medical Care AG, the Merger does not require a merger report (cf.
section 8 (3) sentence 3 no. 1 lit. a) UmwG), merger audit (cf. section 9 (2) UmwG in conjunction with section 8 (3)
sentence 3 no. 1 lit. a) UmwG) or merger audit report (cf. section 12 (3) in conjunction with section 8 (3) sentence 3 no.
1 lit. a) UmwG). The Merger Agreement has been submitted to the commercial register of Fresenius Medical Care AG.
62 (4) sentence 1 UmwG, a merger resolution of the shareholders' meeting of Fresenius Medical Care PensCo GmbH is not required.