Stock conversion and change of legal form

In 2010, we announced our plan to simplify the share structure by converting the preference shares into ordinary shares in combination with a change of legal form to a partnership limited by shares (KGaA). The proposal was approved at the annual general meeting on May 12, 2010 by a large majority of 98% of the ordinary shareholders and 94% of the preference shareholders. The change of legal form to Fresenius SE & Co. KGaA became effective with its entry in the Commercial Register Bad Homburg v. d. H. on January 28, 2011. In accordance with the resolution of the General Meeting and the articles of association of Fresenius SE & Co. KGaA, all the ordinary shares of Fresenius SE thereby became ordinary shares of Fresenius SE & Co. KGaA. At the same time, all nonvoting preference shares of Fresenius SE were mandatorily converted at a 1:1 exchange ratio into voting ordinary shares of Fresenius SE & Co. KGaA. The Company’s total share capital remained unchanged. Accordingly, the listing of the two classes of Fresenius SE share was discontinued on January 28, 2011. The ordinary shares of Fresenius SE & Co. KGaA commenced trading on January 31, 2011.

With the stock conversion we have created a single share class. The simplified share structure strengthens Fresenius’ position in the capital market and increases the liquidity of the Fresenius share. A higher index weighting will consolidate the share’s position in the DAX and improve access to the capital market. This considerably enhances Fresenius’ attractiveness and transparency for investors.

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