Ad-hoc | 25 October 2005 07:51

Fresenius AG:Fresenius resolves on capital increase and defines terms

Ad hoc announcement §15 WpHG Capital Increase Fresenius AG:Fresenius resolves on capital increase and defines terms Ad hoc announcement transmitted by DGAP. The issuer is solely responsible for the content of this announcement. —————————————————————————— NOT FOR RELEASE / DISTRIBUTION IN THE UNITED STATES Fresenius resolves on capital increase and defines terms Today, the Management Board of Fresenius AG, with the approval of the Supervisory Board, has decided to increase the Company’s subscribed share capital by 4,700,000 new ordinary shares and 4,700,000 new preference shares from approved capital with a subscription right granted to shareholders. The new ordinary shares and preference shares will be subscribed by the members of an underwriting syndicate led by Deutsche Bank as the Global Co- ordinator and Dresdner Kleinwort Wasserstein and WestLB as Joint Bookrunners in line with market practice with the obligation to offer the new ordinary shares to the existing ordinary shareholders and the new preference shares to the existing preference shareholders of Fresenius AG at a subscription ratio of 9:2. For a residual amount of up to 113,533 bearer ordinary shares and up to 113,533 bearer preference shares the subscription rights were excluded. The subscription prices amount to at least EUR 86 per ordinary share and EUR 93 per preference share and may be increased by a step-up until November 15, 2005. The final subscription prices are expected to be announced on November 15, 2005. The subscription period is expected to run from November 17 to November 30, 2005 and trading in the subscription rights is expected to be established during the period from November 17 to November 28, 2005. Fresenius AG expects to generate approximately EUR 840 million of (gross) proceeds from the capital increase. The Else Kröner-Fresenius-Foundation has notified that it will participate in the planned capital increase with an amount of EUR 100 million. In addition, the proceeds from the disposal of unused subscription rights will be fully invested. Allianz Lebensversicherungs-AG has notified that it will positively support the planned capital increase. WestLB has notified that it will fully exercise its subscription rights. After issuance of the new shares, the total number of outstanding ordinary shares of Fresenius AG will increase from currently 20,639,100 to 25,339,100 and the total number of outstanding preference shares will increase from currently 20,639,100 to 25,339,100. The new shares are expected to be included in the quotation of the shares of Fresenius AG at the Frankfurt, Munich and Düsseldorf stock exchanges as of December 1, 2005 and have full dividend entitlement for 2005. The Management Board Bad Homburg v.d.H., October 25, 2005 This release does not constitute or form part of, and should not be construed as, an offer or invitation to subscribe for, underwrite or otherwise acquire, any securities of Fresenius AG (“Fresenius”) or any present or future member of its group nor should it or any part of it form the basis of, or be relied on in connection with, any contract to purchase or subscribe for any securities of Fresenius or any member of its group or any commitment whatsoever. In particular, this release is not an offer of securities in the United States of America (including its territories and possessions), and securities of Fresenius may not be offered or sold in the United States of America absent registration under the Securities Act of 1933 (which Fresenius does not intend to effect) or an exemption from registration. A securities prospectus is expected to be published on November 15, 2005 and will be available free of charge from Fresenius and the underwriters. Fresenius AG Else-Kröner-Straße 1 61352 Bad Homburg v.d.H. Deutschland ISIN: DE0005785638 (MDAX); DE0005785604 WKN: 578563; 578560 Listed: Amtlicher Markt in Düsseldorf, Frankfurt (Prime Standard) und München; Freiverkehr in Berlin-Bremen, Hamburg und Stuttgart End of ad hoc announcement (c)DGAP 25.10.2005 250751 Okt 05