NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON

LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS,

GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA

(THE "UNITED STATES") OR IN OR INTO OR TO ANY PERSON RESIDENT OR LOCATED IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE,

PUBLISH OR DISTRIBUTE THIS DOCUMENT.

Fresenius Medical Care AG announces cash tender

offer in respect of two series of its outstanding notes due 2026 and its proposed issuance of new euro-denominated fixed rate notes

28 March 2025. Fresenius Medical Care

AG (the "Purchaser") announces today an invitation to eligible holders of its outstanding (i) EUR 500,000,000 1.000%

Notes due 29 May 2026 (ISIN: XS2178769076) (the "May 2026 Notes") and (ii) EUR 600,000,000 0.625% Notes

due 30 November 2026 (ISIN: XS2084497705) (the "November 2026 Notes" and, together with the May 2026

Notes, the "Notes") to tender such Notes for purchase by the Purchaser for cash (the "Offers" and each

such invitation, an "Offer").

All Offers are subject to the satisfaction of

the New Financing Condition (as defined below).

The Offers are being made on the terms and subject

to the conditions contained in a tender offer memorandum dated 28 March 2025 (the "Tender Offer Memorandum") prepared

by the Purchaser and is subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum.

Copies of the Tender Offer Memorandum are (subject

to distribution restrictions) available from the Kroll Issuer Services Limited (the "Tender Agent") as set out below.

Capitalised terms used in this announcement but not defined herein have the meanings given to them in the Tender Offer Memorandum.

Summary of the Offers

Rationale for the Offers

The purpose of the Offers and the planned issuance

of new euro-denominated fixed rate notes by the Purchaser (the "New Notes") is, amongst other things, to proactively

manage the debt redemptions and to extend the debt maturity profile of the Purchaser and its consolidated subsidiaries.

Notes purchased by the Purchaser pursuant to the

Offers are expected to be cancelled and will not be re-issued or re-sold.

The Purchaser will pay for Notes tendered in the

Offers and accepted for purchase by the Purchaser pursuant to the Offers (and subject to satisfaction or waiver of the New Financing Condition):

The May 2026 Notes Purchase Price and the

November 2026 Notes Purchase Price will be determined by reference to the sum of the relevant Fixed Purchase Spread and the relevant

interpolated mid-swap rate.

May 2026 Notes Purchase Price

The May 2026 Notes Purchase Price will be

determined in accordance with market convention and expressed as a percentage of the principal amount of the May 2026 Notes accepted

for purchase pursuant to the May 2026 Notes Offer (rounded to the nearest 0.001 per cent., with 0.0005 per cent. rounded upwards)

and is intended to reflect a yield to maturity of the May 2026 Notes on the Settlement Date based on the May 2026 Notes Purchase

Yield. The May 2026 Notes Purchase Price will equal (a) the value of all remaining payments of principal and interest on the

May 2026 Notes up to and including the scheduled maturity date of the May 2026 Notes, discounted to the Settlement Date at a

discount rate equal to the May 2026 Notes Purchase Yield (calculated as the sum of the May 2026 Notes Fixed Purchase Spread

of 5 bps and the May 2026 Notes Interpolated Mid-Swap Rate), minus (b) Accrued Interest.

November 2026 Notes Purchase Price

The November 2026 Notes Purchase Price will

be determined in accordance with market convention and expressed as a percentage of the principal amount of the November 2026 Notes

accepted for purchase pursuant to the November 2026 Notes Offer (rounded to the nearest 0.001 per cent., with 0.0005 per cent. rounded

upwards) and is intended to reflect a yield to maturity of the November 2026 Notes on the Settlement Date based on the November 2026

Notes Purchase Yield. The November 2026 Notes Purchase Price will equal (a) the value of all remaining payments of principal

and interest on the November 2026 Notes up to and including the scheduled maturity date of the November 2026 Notes, discounted

to the Settlement Date at a discount rate equal to the November 2026 Notes Purchase Yield (calculated as the sum of the November 2026

Notes Fixed Purchase Spread of 20 bps and the November 2026 Notes Interpolated Mid-Swap Rate), minus (b) Accrued Interest.

Announcement of Purchase Prices

The Purchases Prices will be announced by the

Purchaser as soon as reasonably practical after the Pricing Time on the Pricing Date. The determination of the Purchase Prices will, in

the absence of manifest error, be final and binding on all parties.

In addition to the respective Purchase Prices,

the Purchaser will also pay on the Settlement Date:

Maximum Acceptance Amount, Series Acceptance

Amounts and Scaling of Tenders

The Purchaser is not under any obligation to accept

for purchase any Notes tendered pursuant to any Offer. The acceptance for purchase by the Purchaser of Notes tendered pursuant to an Offer

is at the sole and absolute discretion of the Purchaser and tenders may be rejected by the Purchaser for any reason.

The Purchaser proposes to accept, on the terms

and subject to the conditions described in the Tender Offer Memorandum, up to EUR 250,000,000 in aggregate principal amount of the Notes

(the "Maximum Acceptance Amount").

The Purchaser reserves the right, in its sole

and absolute discretion, to (i) significantly increase the Maximum Acceptance Amount or (ii) purchase Notes in an aggregate

principal amount which is less than the Maximum Acceptance Amount. The Purchaser will determine the aggregate principal amount of Notes

of the relevant Series which it elects to purchase pursuant to the relevant Offer (each a "Series Acceptance Amount")

in its sole and absolute discretion. The Purchaser reserves the right to accept more or less (or none) of any Series of Notes with

respect to any other Series of Notes.

If the Purchaser decides to accept any validly

tendered Notes for purchase pursuant to the Offers and the aggregate principal amount of a Series of Notes validly tendered for purchase

is greater than the relevant Series Acceptance Amount, such tenders of Notes of the relevant Series will be scaled by a factor

(a "Scaling Factor") derived from (i) the relevant Series Acceptance Amount divided by (ii) the aggregate

principal amount of the Notes of such Series that have been validly tendered pursuant to the relevant Offer subject to adjustment

to reflect the rounding of tenders as outlined in the next sentence. Each tender of Notes of such Series that is scaled in this manner

will be rounded down to the nearest EUR 1,000 in principal amount. In addition, in the event of any such scaling:

New Financing Condition

The Purchaser announced on 28 March 2025

its intention to issue two series of new euro-denominated fixed rate notes (the "New Notes") under its EUR 10,000,000,000

Debt Issuance Programme (the "Programme").

Whether the Purchaser will accept for purchase

any Notes validly tendered in the Offers and complete the Offers is subject, without limitation, to the successful completion (in the

sole determination of the Purchaser) of the issue of the New Notes (the "New Financing Condition") or the waiver of such

New Financing Condition at the sole discretion of the Purchaser.

Allocation of the New Notes

The Purchaser will, in connection with the allocation

of the New Notes, consider among other factors whether or not the relevant investor seeking an allocation of the New Notes has, prior

to such allocation, validly tendered or given a firm intention to the Purchaser or the Dealer Manager that they intend to tender their

Notes pursuant to the Offers and, if so, the aggregate principal amount of Notes tendered or intended to be tendered by such investor.

Therefore, a Noteholder who wishes to subscribe for New Notes in addition to tendering its Notes for purchase pursuant to the Offers may

be eligible to receive, at the sole and absolute discretion of the Purchaser, priority in the allocation of the New Notes, subject to

the issue of the New Notes and such Noteholder also making a separate application for the purchase of such New Notes to the Dealer Manager

(in its capacity as a joint bookrunner of the issue of the New Notes) or to any other manager of the issue of the New Notes in accordance

with the standard new issue procedures of such manager. However, the Purchaser is not obliged to allocate the New Notes to a Noteholder

who has validly tendered or indicated a firm intention to tender Notes pursuant to the Offers and, if New Notes are allocated, the principal

amount thereof may be less or more than the principal amount of Notes tendered by such holder and accepted by the Purchaser pursuant to

the Offers. Any such allocation will also, among other factors, take into account the denomination of the New Notes (being EUR 1,000).