Ad-hoc | 15 November 2005 11:39

Fresenius AG: final subscription prices for new shares

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 fixes final subscription prices for new shares Today, the Management Board of Fresenius AG, with the approval of the Supervisory Board, has fixed the subscription prices for the new shares at EUR 93 per ordinary share and EUR 102 per preference share. The preliminary subscription prices were EUR 86 per ordinary share and EUR 93 per preference share. 4,700,000 new ordinary shares and 4,700,000 new preference shares will be issued. As already announced, 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. They have 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 108,635 bearer ordinary shares and up to 108,635 bearer preference shares the subscription rights were excluded. Due to the positive market reception, Fresenius AG expects to generate approximately EUR 900 million of proceeds. The Else Kröner-Fresenius-Stiftung has sold a limited number of Fresenius shares prior to the subscription period. The proceeds from this disposal and the additional investment already announced in the amount of EUR 100 million will allow the Else Kröner-Fresenius-Stiftung to fully exercise the subscription rights from its remaining shares. The subscription period is expected to run from November 17 to November 30, 2005. The trading in the subscription rights is expected to be established during the period from November 17 to November 28, 2005. The new shares are expected to be delivered and included in the quotation of the shares of Fresenius AG at the Frankfurt, Munich and Düsseldorf stock exchanges on December 1, 2005. The shares have full dividend entitlement for 2005. The Management Board Bad Homburg v.d.H., November 15, 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. 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 15.11.2005