DGAP-Adhoc: Fresenius SE: Fresenius proposes simplification

Fresenius SE / Capital Reorganisation

30.03.2010 20:15

Dissemination of an Ad hoc announcement according to Â§ 15 WpHG, transmitted by
DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.

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Fresenius proposes simplification of its share structure by converting all
preference shares into ordinary shares in combination with a change of the
company's legal form into a KGaA

The management and supervisory boards of Fresenius SE have unanimously
resolved today to propose at its annual general meeting on May 12, 2010,
the conversion of all preference shares into ordinary shares in combination
with a change of the company's legal form into a partnership limited by
shares - Kommanditgesellschaft auf Aktien (KGaA).

Ulf Mark Schneider, CEO of Fresenius SE: 'With the creation of a single
share class we will further strengthen Fresenius' position in the capital
markets and increase the trading liquidity of our shares. This will enhance
the attractiveness of Fresenius stock for the benefit of all investors. We
will maintain our high standards of corporate governance and transparency.'

The unified share structure is expected to have a positive effect on
Fresenius' position in the German DAX30 index (Deutscher Aktienindex). The
index currently only includes the preference shares and therefore just 50%
of the company's share capital.

Under the terms of the cashless transaction, all non-voting preference
shares in Fresenius SE will mandatorily be converted into voting ordinary
shares at a 1:1 exchange ratio and the legal form of the company will be
changed into a KGaA. The total share capital will remain unchanged.
Following the conversion, each share will carry one voting right.

The proposed legal form of a KGaA enables Fresenius to achieve the benefits
of a single share class, while maintaining the control position of the
charitable Else KrÃ¶ner-Fresenius Foundation. The foundation currently holds
approximately 58% of the ordinary shares in Fresenius SE. The general
partner of the KGaA will be a European company, Fresenius Management SE, a
wholly-owned subsidiary of the foundation. The general partner's management
will be identical to Fresenius SE's current executive team and will assume
the management of Fresenius SE & Co. KGaA. The KGaA legal form builds on
the successful model created by Fresenius Medical Care in 2005.

The Else KrÃ¶ner-Fresenius Foundation has informed the company that it will
endorse the resolution and retain its shareholding in Fresenius. The
foundation has been a reliable shareholder with a long-term interest in the
development of Fresenius, contributing to a stable shareholder structure.
The foundations' right to act as the general partner is tied to a holding
of more than 10% of the share capital of Fresenius SE & Co. KGaA.

Conversion into a KGaA will neither lead to a liquidation of the company
nor to the formation of a new legal entity. There will be no change of
control. In addition, the change of the legal form does not result in any
negative tax consequences for Fresenius.

Annual General Meeting
At the annual general meeting on May 12, 2010, the ordinary and preference
shareholders will be asked to approve the conversion of preference shares
into ordinary shares in combination with the change of the company's legal
form into a KGaA. The agenda will be available as from March 31, 2010 on
the company's web site www.fresenius.com, under the section Investor
Relations / Annual General Meeting.

The Management Board

Bad Homburg v.d.H., March 30, 2010

Neither this document nor the information contained herein constitutes an
offer to sell or the solicitation of an offer to buy any securities. A
public offer of shares in the Company is not intended.

This document does not constitute an offer document or an offer of
transferable securities to the public in the United Kingdom to which
section 85 of the Financial Services and Markets Act 2000 of the United
Kingdom ('FSMA') applies and should not be considered as a recommendation
that any person should subscribe for or purchase any securities as part of
the Transaction. This document is being communicated only to: (i) persons
who are outside the United Kingdom; (ii) persons who are members of the
Company and falling within article 43 of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (as amended) (the 'Order') (iii)
persons who have professional experience in matters relating to investments
falling within article 19(5) of the Order; or (iv) high net worth
companies, unincorporated associations and other bodies who fall within
article 49(2) of the Order (all such persons together being referred to as
'Relevant Persons'). Any person who is not a Relevant Person must not act
or rely on this communication or any of its contents. Any investment or
investment activity to which this communication relates is available only
to Relevant Persons and will be engaged in only with Relevant Persons. No
part of this document should be published, reproduced, distributed or
otherwise made available in whole or in part to any other person without
the prior written consent of the Company.

This release contains forward-looking statements that are subject to
various risks and uncertainties. Future results could differ materially
from those described in these forward-looking statements due to certain
factors, e.g. changes in business, economic and competitive conditions,
regulatory reforms, results of clinical trials, foreign exchange rate
fluctuations, uncertainties in litigation or investigative proceedings, and
the availability of financing. Fresenius does not undertake any
responsibility to update the forward-looking statements in this release.

End of note

30.03.2010 20:15 Ad hoc announcement, Financial News and Media Release distributed by DGAP. Medienarchiv at |[![CDATA[|[a href="http://www.dgap-medientreff.de"|]www.dgap-medientreff.de|[/a|]]]|] and |[![CDATA[|[a href="http://www.dgap.de"|]www.dgap.de|[/a|]]]|]

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Language: English
Company: Fresenius SE
Else-KrÃ¶ner-StraÃe 1
61352 Bad Homburg v.d.H.
Deutschland
Phone: +49 (0)6172 608-2485
Fax: +49 (0)6172 608-2488
E-mail: ir-fre@fresenius.com
Internet: www.fresenius.com
ISIN: DE0005785638, DE0005785604
WKN: 578563, 578560
Indices: DAX
Listed: Regulierter Markt in Frankfurt (Prime Standard), DÃ¼sseldorf,
MÃ¼nchen; Freiverkehr in Berlin, Hannover, Stuttgart, Hamburg;
TerminbÃ¶rse EUREX

End of News DGAP News-Service

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DGAP-Adhoc: Fresenius SE: Fresenius proposes simplification of its share structure by converting all preference shares into ordinary shares in combination with a change of the company's legal form into a KGaA