Fresenius Medical Care AG & Co. KGaA (FMS) F-4/ARegistration of securities (foreign) (amended)

We are subject to the informational requirements of the U.S. Securities Exchange Act of 1934, as amended (“Exchange Act”), and in accordance therewith file annual reports on Form 20-F and furnish periodic reports on Form 6-K to the SEC. The SEC maintains a website at www.sec.gov from which filings made by us may be obtained without charge.

The Company is currently rated BBB- (outlook negative) by S&P Global Ratings Europe Limited (“S&P”), Baa3 (outlook negative) by Moody’s Deutschland GmbH (“Moody’s”) and BBB- (rating watch negative) by Fitch Ratings Ireland Limited (“Fitch”). Fitch has put our rating on “negative rating watch” following the announcement of the Conversion and indicated to us that it intends to downgrade our rating by no more than one notch (to below investment grade) if the Conversion takes effect. We cannot assure you that we will keep our remaining investment grade ratings in the future. A non-investment grade rating could limit our future access to the capital markets (depending on market conditions), increase our financing costs significantly and might require the use of other financing sources. In a non-investment grade environment, the Company would be expected to have less flexibility in the selection of available financing instruments (e.g., the Company may not have access to the commercial paper market which is currently being used) and could become subject to covenants in its financing documents (or in new financing documents) that, amongst others, could restrict the incurrence of indebtedness, limit share repurchases and dividends, require compliance with financial ratios, or otherwise restrict our flexibility. Alternative sources of financing in this environment may be more costly and less easy to access.

The covenant in our 4.75% bonds due in 2024 limiting our ability to incur unsecured debt is currently suspended and will remain so as long as two of the three credit ratings assigned to these bonds by S&P, Moody’s and Fitch are at least BBB- or Baa3 (as the case may be) or higher, or, in each case, the equivalent investment grade rating of the rating categories of any rating agencies substituted for S&P, Moody’s or Fitch. As mentioned above, one of these agencies, Fitch, has put our rating on “negative rating watch” following the announcement of the Conversion. The headwinds we have described in our Annual Report that impacted our performance in 2022, and that we expect will continue in 2023, could increase the probability of a ratings downgrade. Nevertheless, should we lose our investment grade rating, we may still be able to incur substantial unsecured debt in compliance with that covenant (although we may have less flexibility in the selection of available financing instruments, as described above), if we maintain an interest coverage ratio (as defined in the applicable indenture) of at least 2.0 to 1.0, as is presently the case, or as otherwise permitted by that covenant, regardless of our credit rating or interest coverage ratio, including under our Syndicated Credit Facility and our Accounts Receivable Facility. If additional debt is added to our current debt levels, the related risks that we now face from our indebtedness could intensify.

The Conversion would result in the need to change the label of certain products of “Fresenius Medical Care AG & Co. KGaA” to “Fresenius Medical Care AG” as well as a change of relevant certificates (International Organization for Standardization (ISO), Medical Device Single Audit Program (MDSAP), as well as pursuant to the EU Medical Device Regulation (“MDR”); the Medical Device Directive (MDD) certificate cannot be updated). Likewise, entries in regulatory databases need to be updated (e.g. European database on medical devices (EUDAMED), European Chemicals Agency (ECHA), German Medical Devices Information and Database System (DMIDS)).

As of now, most of our products distributed in Europe, Middle East and Africa as well as Asia-Pacific and Latin America (approximately 1,000 products) are labeled as products of “Fresenius Medical Care AG &

The required time for the implementation of all label changes is not predictable since we are dependent on various national authorities, regulatory agencies and notified bodies. In light of these risks, internal full blown regulatory evaluations and action planning have started, just like alignment with notified bodies and regulatory authorities. For China, the process is estimated to take approximately three months as the Conversion does not change our legal identity and we expect that we would be considered the same legal entity for purposes of this application.

We estimate the costs for the execution of the label changes including related updates of documents and certificates to be in the mid double digits of millions of euros which would include both out of pocket costs and internal labor costs.

In addition, as we are currently engaged in an ongoing product certification program to comply with the MDR, the additional work associated with the changes required by the proposed Conversion including the need for updated quality management certificates would present capacity and other challenges for our quality and regulatory teams as well as the management.

We expect to have certain one-off costs associated with the Conversion. On a preliminary basis, we estimate that the Conversion would result in significant one time costs in a range from 50 to 100 million euro, with the expectation that the majority of these costs will be incurred in 2023. These numbers are neither reviewed nor audited by an independent accounting firm and are subject to change. The main driver for these costs is the requisite relabeling of our products described above. Relevant costs would also include transaction costs such as costs for external advisors and conducting an extraordinary general meeting. In addition, we expect to have recurring costs regarding the establishment of full-time administrative functions required to manage certain service relationships which are currently administered at the Fresenius SE Group level and paid by the Company through corporate charges. Also, together with other increases in recurring cost items, we expect the additional costs to have an immaterial EBIT impact (beginning as of 2024). It is possible that these costs (and the impact on EBIT) may be higher than estimated here. Recurring costs are expected to be significantly below 50 million euro per annum.

As a result of the Conversion, we have to restructure our global insurance policies (other than the insurance that we carry in the United States) and the global directors’ & officers’ insurance policy (including in the United States). These coverages are currently provided by Fresenius SE via group insurance policies.

We would have to negotiate and conclude new insurance agreements and would likely need to establish our own global insurance infrastructure that would cover personnel and other functions. We expect that transitional services agreements with Fresenius SE could be entered into for some of the insurance agreements for a transitional period following the Conversion through December 31, 2023. For some insurance agreements, we expect to obtain new insurance agreements starting immediately after the Conversion. Obtaining new insurance could require us to incur additional costs and there could be less capacities for new insurance agreements (in particular with respect to directors’ & officers’ insurance policies). A failure to obtain required insurance coverage could ultimately lead to an event of default under a number of the instruments governing our long-term indebtedness, although we believe it is likely that we will be able to obtain the requisite insurance.

As part of the Fresenius SE Group, we are provided with certain essential capabilities that we currently do not independently have (either in full or in part) including information technology, insurance and treasury functions, payroll and other human resources functions, including with respect to pensions, as well as communication and media relations support, tax audit and tax support as well as leases of our principal offices and manufacturing facilities and facility management. In addition, FME Group also provides certain functions and services for the Fresenius SE Group.

As a result of the Deconsolidation through the Conversion, FME Group shall be separated from Fresenius SE Group and both FME Group and Fresenius SE Group will be required to set up or provide the aforementioned functions and services on their own. The provision of some of these services to each other will no longer be legally permissible after the Conversion. The Company and Fresenius SE have initiated a joint carve-out process in order to arrange for an efficient transfer of these functions and related services. This process will also involve the identification of shared contracts that would need to be renegotiated for FME Group or Fresenius SE Group, as the case may be.

While we expect to be able to negotiate transitional services agreements with Fresenius SE at a cost that is comparable to what we are currently incurring, we cannot assure you that this will be the case, nor can we assure you that we will be able to establish or procure these functions after the transitional services period on a cost-efficient basis.

In addition, pursuant to the proposed AG Articles of Association, Fresenius SE would have the right to appoint two of the six shareholder representatives to the AG Supervisory Board for as long as it holds 30% or more of the Company’s share capital and the right to appoint one of the six shareholder representatives to the Supervisory Board for as long as it holds at least 15% (but less than 30%) of the Company’s share capital, and to dismiss those appointed shareholder representatives. The Chair of the AG Supervisory Board (who, in the case of a tie in the AG Supervisory Board, has two votes in a new vote on the same matter if this also results in a tie) will be appointed by the AG Supervisory Board. With view to the current shareholding of Fresenius SE, we expect that the Chair of the AG Supervisory Board will be a Fresenius SE representative; however, the decision to appoint the Chair will solely be made by the AG Supervisory Board.

Finally, there will no longer be voting restrictions on Fresenius SE’s shares in the Company regarding certain resolution items of the Company’s general meeting and members of Fresenius SE’s management board would be eligible to seek election to the AG Supervisory Board. As a result of all of these circumstances, the interests and rights of Fresenius SE could deviate from the interests of the Company and/or Outside Shareholders.

Under the pooling agreement that we have entered into for the benefit of public holders of our shares (including, in each case, holders of ADSs representing beneficial ownership of such shares), no less than one-third of the GP Supervisory Board must be independent directors within the meaning of the pooling agreement, and there must be at least two independent directors. Independent directors on the GP Supervisory Board are persons without a substantial business or professional relationship with us, Fresenius SE, or any affiliate of either, other than as a member of the Supervisory Boards. In the pooling agreement, the Company, the General Partner and Fresenius SE have agreed that while the pooling agreement is in effect, a majority of the independent directors (as defined in the pooling agreement) must approve any transaction or contract, or any series of related transactions or contracts, between Fresenius SE, the General Partner or any of their affiliates (other than the Company or its controlled affiliates), on the one hand, and the Company or its controlled affiliates, on the other hand, which involves aggregate payments in any calendar year in excess of €5,000,000 for each individual transaction or contract, or a related series of transactions or contracts, though limitations apply with regards to agreements included in previously approved business plans or budgets.

In addition, during the term of the pooling agreement, Fresenius SE has agreed to use its best efforts to exercise its rights as the direct or indirect holder of the General Partner to cause us to, and we have agreed to:

While certain aspects of the Conversion are likely to be viewed favorably by many investors, we cannot assure you that the Company’s corporate governance structure following the Conversion or the Conversion in general will not have a negative impact on the price of our shares in the stock market.

The Extraordinary General Meeting will be held as an attendance (in person) meeting at 10:00 a.m. local time (CEST) on Friday, July 14, 2023 at Congress Center Messe Frankfurt, Ludwig-Erhard-Anlage 1, 60327 Frankfurt am Main, Germany.

Only those shareholders who have properly registered with the Company and who have provided the Company with evidence of their entitlement to attend the Extraordinary General Meeting are entitled to participate and vote in the Extraordinary General Meeting. Shareholders may also have their voting rights in the Extraordinary General Meeting exercised by a proxy, e.g. by an intermediary, a shareholders’ associations, a proxy advisor or another person of their choice. The Company offers that shareholders may issue powers of attorney to proxies named by the Company who are bound to shareholders’ voting instructions.

As discussed below, holders of ADSs will generally submit their voting instructions to The Bank of New York Mellon, in its capacity as Depositary.

Each share is entitled to one (1) vote at the Extraordinary General Meeting. Holders of ADSs will be entitled to provide voting instructions on the basis of one vote for every two ADSs or integral multiple thereof they own.

Holders of ADS should note that the Evidence Date is NOT the record date for determining holders of ADSs who are entitled to instruct the Depositary on the voting of shares underlying their ADSs. See “The Extraordinary General Meeting — Information for holders of ADS regarding the Extraordinary General Meeting” below.

As regards the participation in the Extraordinary General Meeting and the exercise of voting rights, only those persons who have provided evidence of shareholding are considered shareholders in relation to the Company. The right of participation in the Extraordinary General Meeting and the extent of the voting rights are solely determined by the shareholding on the Evidence Date.

The Evidence Date is not accompanied by a lock on the sale of shares. Even a full or partial sale of the shareholding after the Evidence Date does not affect the seller’s right to participate and exercise the voting right in the Extraordinary General Meeting. This also applies, correspondingly to the acquisition of shares after the Evidence Date. Persons who do not hold shares on the Evidence Date and become shareholders only thereafter are entitled to participate in the Extraordinary General Meeting and exercise voting rights for the shares held by them only to the extent that they are authorized by proxy or otherwise authorized to exercise rights.

The Company offers its shareholders or their proxies to authorize proxies appointed by the Company who will be bound by instructions to exercise the voting rights.

This solicitation for proxies by the Company is being made by the Company. The cost of soliciting proxies for the Company will be borne by the Company. Solicitations may be made personally or by telephone, facsimile or e-mail by regularly employed officers of the Company who will not be additionally compensated for such solicitation. The Company may also reimburse brokers, custodians, nominees and other fiduciaries for their reasonable expenses in forwarding proxy materials.

The proxies of the Company are employees of the Company or of an affiliated company who vote on the individual agenda items in accordance with the voting instructions issued to them on the basis of authorizations by shareholders or their proxies.

The proxies of the Company are obliged to vote as instructed. They cannot exercise voting rights at their own discretion. In the absence of explicit and unambiguous instructions, the proxies of the Company

Prior to the Extraordinary General Meeting, shareholders may submit countermotions to the Company regarding proposals made by the General Partner and/or the KGaA Supervisory Board pertaining to a specific item on the agenda. Shareholders may also submit proposals for the election of members of the AG Supervisory Board. Countermotions and proposals for election to be made accessible that have been received by the Company at the address mentioned below at least 14 days prior to the Extraordinary General Meeting, not counting the day of receipt and the day of the Extraordinary General Meeting, will be made available on the Company’s website to the other shareholders, including the name of the submitting shareholder and any reasons given, at www.freseniusmedicalcare.com/en/agm. We may also furnish a Form 6-K to the SEC containing such countermotions and proposals for election and our evaluation of the same.

Any comments of the management of the Company on countermotions or proposals for election will also be published under the internet address provided above.

Countermotions and any reasons given do not need to be made accessible under the prerequisites of Section 126(2) sentence 1 of the German Stock Corporation Act. Pursuant to Section 126(2) sentence 2 of the German Stock Corporation Act, any reasons for a countermotion also do not need to be made accessible if they are longer than 5,000 characters in total. Section 126 of the German Stock Corporation Act applies analogously to the proposal of a shareholder for the election of members of the AG Supervisory Board pursuant to Section 127 of the German Stock Corporation Act.

In addition, proposals for the election of members of the AG Supervisory Board pursuant to Section 127 of the German Stock Corporation Act will be made accessible only if they contain the name, the profession exercised and the place of residence of the proposed person. Moreover, proposals for the election of members of the AG Supervisory Board will be made accessible only if they contain information on the candidate’s memberships in other statutory supervisory boards.

Approval of a countermotion could result in a change in the terms, conditions or provisions (financial or otherwise) of resolutions of the general meeting on one or more of the proposed agenda items described in this Information Statement / Prospectus.

Holders of ADSs will generally submit their voting instructions to the Depositary. The Depositary will distribute to ADS holders (a) a notice informing ADSs holders of the electronic availability of the Extraordinary General Meeting invitation and agenda, and the materials referred to in the agenda, and (b) a voting instruction card for ADSs holders.

The Company does not believe that the Conversion, the election of the nominees to the AG Supervisory Board or the confirmation of the election of the auditors will have an adverse impact on the Company’s shareholders. Accordingly, if the Company does not know of any substantial opposition to the Conversion, the election of the nominees to the AG Supervisory Board or the confirmation of the election of the auditors at the Instruction Cutoff Date, we may instruct the Depositary to give a proxy to a Company designee with respect to the shares represented by each non-instructing holder’s ADSs in favor of the Conversion, in favor of each of the nominees and in favor of confirming the election of the auditors.

The Depositary will not vote underlying shares or take any other action with respect to countermotions and proposals for election. ADS holders may not make countermotions or election proposals.

The proposed resolution for the approval of Conversion is contained in Appendix A to this Information Statement / Prospectus, which is incorporated herein by reference. The resolution consists of different elements which under German law are subject to a single vote, including approval of the proposed AG Articles of Association. Appendix A also contains further explanation as to the consequences of the Conversion on employees, work councils and related bodies, the representation at the Company of severely disabled persons, youth and trainees, the representation of executive employees, co-determination rights of employees, and the representation of the European Works Council (“EWC”) of the Company.

The office of the members of the KGaA Supervisory Board ends by operation of law when the Conversion becomes effective upon its registration in the Commercial Register. All shareholder representatives of the AG Supervisory Board of FME AG must therefore be newly elected / appointed.

Under the proposed AG Articles of Association and relevant German law, the AG Supervisory Board is to consist of twelve members, six shareholders representatives and six employee representatives. Four of the shareholder representatives will be elected by the Company’s shareholders (including Fresenius SE) at the Extraordinary General Meeting by a simple majority of votes cast. The remaining two shareholder representatives will be appointed by Fresenius SE pursuant to an exclusive appointment right granted to Fresenius SE pursuant to the proposed AG Articles of Association. The six employee representatives will be elected by employees in a separate procedure under German law not requiring a shareholder vote.

Pursuant to the proposed AG Articles of Association, the members of the AG Supervisory Board are, unless expressly otherwise resolved by the general meeting, elected for the period until the conclusion of the

The description of the material terms of the Conversion set forth below is not intended to be a complete description of the Conversion. We qualify this description by reference to the complete text of the Conversion Proposal, a non-binding English convenience translation of which is attached as Appendix A to this Information Statement / Prospectus, and to the AG Articles of Association, a non-binding English convenience translation of which is included as Section II to the attached Appendix A to this Information Statement / Prospectus. We incorporate Appendix A in this Information Statement / Prospectus by reference. We urge all shareholders to read these documents in their entirety. Countermotions to resolution proposals could result in a change in the terms, conditions or provisions of the resolutions of the general meeting on one or more of the agenda items described in this Information Statement / Prospectus. See “The Extraordinary General Meeting — Countermotions and proposals for election”.

Under agenda item 1, the General Partner and the KGaA Supervisory Board propose the Conversion Proposal to the Extraordinary General Meeting. German law requires that our shareholders vote on the Conversion. In addition, the Conversion requires the approval of the General Partner. The Conversion would result in the General Partner losing its position as the general partner of the Company.

Currently, our outstanding share capital consists entirely of ordinary shares (including ordinary shares represented by ADSs) that are issued only in bearer form. Fresenius SE currently owns approximately 32.2% of our shares. After the Conversion, Fresenius SE, which currently controls the Company (including in accordance with IFRS 10) as sole shareholder of the General Partner, will no longer control the Company through the General Partner but will remain our largest shareholder and will therefore continue to have influence over the Company’s affairs. After the Conversion Fresenius SE will have an exclusive right under the AG Articles of Association to appoint up to two members of the AG Supervisory Board (depending upon the level of its shareholdings in the Company) and to dismiss those members. This right will not be shared with the Outside Shareholders and will not be transferable from Fresenius SE to subsequent holders of its shares in the Company. The Chair of the AG Supervisory Board will be appointed by the AG Supervisory Board. With view to the current shareholding of Fresenius SE, we expect that the Chair of the AG Supervisory Board will be a Fresenius SE representative; however, the decision to appoint the Chair will solely be made by the AG Supervisory Board.

We believe that the Conversion is in our best interest because it would simplify our governance structure through the establishment of a two-tier board system under German law in line with German standards, which should allow for focused, faster and more agile decision making, and free up executive and management capacity at the Company. See “Reasons for the Conversion” below.

If the Conversion is approved by the required resolution of the Extraordinary General Meeting and by the General Partner (which has informed the Company that it intends to approve the Conversion), it would become effective upon registration with the Commercial Register. Upon registration of the Conversion, the Company’s legal form would be changed by operation of law from a KGaA, which is a partnership limited by shares under German law, to an AG, which is a stock corporation under German law, and the Company would continue to exist in that legal form (principle of legal continuity under German law). The Company will not transfer any assets to another entity, merge into or with or consolidate with any entity, or acquire the shares of any other entity, as a result of the Conversion. The Company as an AG would be the same legal entity under German law and not a successor to the KGaA. Upon effectiveness of the Conversion, the General Partner, a wholly-owned subsidiary of Fresenius SE, would exit the Company. Legal relationships existing between the Company and third parties would not be affected by the Conversion, unless special contractual provisions provide otherwise.

Following the Conversion, the Company would have the following three mandatory corporate bodies of an AG (see also “The Legal Structure of FME AG” — “Oversight of Corporate Governance of FME AG”):

Instead of our General Partner, the newly appointed AG Management Board, whose members would be appointed by the AG Supervisory Board, would manage the Company’s business. The current GP Management Board members would not automatically become AG Management Board members, although it is anticipated that the AG Supervisory Board members would appoint the members of the current GP Management Board as members of the AG Management Board.

Assuming that the AG Supervisory Board appoints the current GP Management Board members as AG Management Board members, it is intended to transfer their existing service agreements to FME AG. This shall also apply to the existing long-term incentive plans (“LTIPs”). These plans provided so far that the performance shares held by the current or former GP Management Board members will automatically forfeit in accordance with the terms and conditions of the LTIPs when the General Partner ceases to exercise the function of the general partner of the Company upon effectiveness of the Conversion. It is intended that the GP Supervisory Board will waive the relevant forfeiture provisions in the LTIPs before the Conversion becomes effective to avoid forfeiture of the performance shares.

Instead of two supervisory boards (the KGaA Supervisory Board and the GP Supervisory Board) FME AG would have only one supervisory board following the Conversion. The AG Supervisory Board would combine the functions of the two existing Supervisory Boards. There would no longer be a need for a joint committee (consisting of members of each of the two current Supervisory Boards) under the proposed AG Articles of Association and such an additional corporate body would not be permitted in an AG.

Upon effectiveness of the Conversion, the current KGaA Supervisory Board members would lose their offices since the composition of the supervisory board changes due to the applicability of German co-determination rules (i.e., rules requiring employee participation in the supervisory boards on a basis of parity of certain German enterprises). Given the number of German-based employees of FME Group (more than 2,000 but less than 10,000), the AG Supervisory Board would be composed of twelve members with equal representation of shareholders and employees. At least four of the six shareholder representatives of the AG Supervisory Board would be elected by the Company´s shareholders at the Extraordinary General Meeting. Fresenius SE would have the right to appoint two of the six shareholder representatives to the AG Supervisory Board for as long as it holds 30% or more of the Company’s share capital and the right to appoint one of the six shareholder representatives to the Supervisory Board for as long as it holds at least 15% (but less than 30%) of the Company’s share capital and to dismiss those shareholder representatives. The Chair of the AG Supervisory Board (who, in the case of a tie in the AG Supervisory Board, has two votes in a new vote on the same matter if this also results in a tie) will be appointed by the AG Supervisory Board. With view to the current shareholding of Fresenius SE, we expect that the Chair of the AG Supervisory Board will be a Fresenius SE representative; however, the decision to appoint the Chair will solely be made by the AG Supervisory Board. The employee representatives of the AG Supervisory Board would be elected in accordance with the German Co-Determination Act (for more information, see “The Conversion — Employees; Employee representation and co-determination” below).

Under the German Stock Corporation Act, the general partner (or, according to legal literature, the management board members of the general partner) of a KGaA cannot be appointed as a supervisory board member(s) of the KGaA. According to strong voices in legal literature, this principle of incompatibility also applied to Fresenius SE (and its management board members) as the controlling shareholder of the General Partner. Therefore, Mr. Michael Sen and Ms. Sara Hennicken, the Chief Executive Officer and Chief Financial Officer, respectively, of Fresenius SE, are currently barred from serving as members of the KGaA Supervisory Board and are currently only members of the GP Supervisory Board. After the Conversion, these incompatibility rules would cease to apply. Thus, members of Fresenius SE’s management board would become eligible to serve on the AG Supervisory Board.

After the Conversion, the general meeting of FME AG will have the right to elect shareholder representatives to the AG Supervisory Board, subject to Fresenius SE’s exclusive right to appoint and

The Company’s share capital would become the share capital of FME AG after the Conversion. Shareholders in the Company at the time of registration of the Conversion with the Commercial Register would become shareholders in FME AG without any necessity for a physical exchange of shares. The Conversion does not result in a change in the Company’s shares. The shares would continue to participate in all economic respects, including profits and capital, to the same extent and with the same number of shares in FME AG as they did in the Company prior to the Conversion becoming effective. Stock options issued under the Company’s employee participation programs to acquire shares of the Company will become stock options to acquire shares of FME AG after the Conversion unless they are forfeited due to the Conversion.

After the Conversion, ADSs representing shares of the Company will represent shares of FME AG, with each ADS representing one-half of one share.

Under the deposit agreement, the Depositary may call for the surrender of outstanding ADRs representing ADSs to be exchanged for new ADRs specifically describing the shares of FME AG.

German corporations with more than 500 employees are subject to one-third co-determination and German corporations with more than 2,000 domestic employees (either directly or attributed through group companies) are subject to parity co-determination. Parity co-determination means that the supervisory board must be composed of 50% shareholder representatives and 50% employee representatives. In case of parity co-determination, the chair and deputy chair are elected by a majority of two thirds of the supervisory board members. If such majority is not obtained the shareholder representatives have the right to appoint the chair (who has two votes in a new vote on the same matter if this also results in a tie) and the employee representatives have the right to appoint the deputy chair.

As a result, the AG Management Board would be obliged to initiate a so-called status procedure to formally determine the required composition and co-determination status of the AG Supervisory Board. If

We expect that FME AG would meet the applicable thresholds to establish its own EWC following the Conversion (at least 1,000 employees in the EEA member states and at least 150 employees in each of at least two EEA member states). It would depend on an initiative by employees to establish an FME Group EWC after the Conversion.

The competent works council(s), the EWC, and the economic committee built on the level of the general works council must be informed and consulted about the planned Conversion in good time (i.e., in any case prior to the Conversion Resolution), and a draft of the Conversion Resolution must be submitted to the competent works council(s) at least one month prior to the Extraordinary General Meeting, for information but not for approval.

The Conversion as such would not impact the employment relationships and working conditions of FME Group employees.

The Conversion would have no immediate effect on the applicability of works agreements (agreements with general works council, with the cross-company site works council in Bad Homburg v.d. Höhe and with other local works councils) currently applicable for employees of the Company and its affiliated companies. If, as planned, FME Group withdraws from the Fresenius SE Group group-wide works council structure in Germany, this will not change the applicability of works council agreements; these will in principle continue to apply collectively.

Under relevant German law, a Labor Director who is essentially responsible for social and personnel issues will have to be appointed as an equal member of the Management Board of FME AG.

The structure with two listed KGaAs in one group leads to a very complex corporate governance for the entire Fresenius SE Group, with a total of four supervisory boards on two levels. In addition, the full consolidation of FME Group into the Fresenius SE Group for financial reporting purposes has meant that the two companies are intertwined from a presentational perspective that may not provide optimal transparency for investors. For example, FME Group has a disproportionate weight in the consolidated financial statements of Fresenius SE given full consolidation even though Fresenius SE only holds approximately 32.2% of the shareholdings in the Company. As a result, the performance of the FME

Beginning in late 2022, Fresenius SE and the Company analyzed, together with external financial and legal advisers, the feasibility and options to separate and deconsolidate the FME Group from the Fresenius SE Group and the implications of any potential deconsolidation.

As a result of this analysis, the GP Management Board and the Supervisory Boards concluded that the Deconsolidation of FME Group from Fresenius SE by way of the Conversion presented the best option for FME Group going forward. The GP Management Board and the Supervisory Boards believe that the Conversion is in the overall best interest of the Company and its stakeholders, taking into account the existing rights of our shareholders. As further discussed below, we believe the Conversion would simplify our governance structure and allow us to devote more time, resources and attention to FME Group’s own issues and objectives which include maintaining and improving our position as the leading global integrated provider of dialysis products and services.

After careful consideration of all other options available to achieve Deconsolidation of the FME Group, the Conversion remains the most favorable for the Company compared to its alternatives since all these alternative options would have significant adverse effects on the Company and the FME Group.

The Conversion has been identified as the option which has the lowest execution risk and as an option that has no significant impact on the Company’s current financing agreements. In contrast to that, a purchase of the General Partner from Fresenius SE, an exit of the General Partner outside of a conversion or an agreement to suspend control could be qualified as a change of control under several material financing agreements. Such change of control would have a highly detrimental effect on the Company and the FME Group if it resulted in a ratings decline and the need to refinance significant amounts of debt in a deteriorating interest rate environment. The conversion of a KGaA into an SE would require a more complex two-step approach as a KGaA cannot be converted directly into an SE. There were no material advantages identified to converting to an SE that outweigh the increased complexity and execution risk of such a transaction.

The alternatives to the Conversion would, therefore, increase costs, risks (including possible change of control and refinancing risks) and the complexity of the Deconsolidation of the FME Group significantly while offering only limited benefits compared to the Conversion.

The GP Management Board has made the principal determination that the proposed Conversion is in the best interests of the Company and its Outside Shareholders.

In reaching this conclusion, the GP Management Board considered: (i) the simplification of the Company’s corporate governance structure, (ii) the greater opportunities this new structure should provide for shaping the future strategic direction of the Company compared to remaining in the current group structure, where the Company is subject to Fresenius SE’s control (including in accordance with IFRS 10) and influence on an operative level due to German legal requirements applying to group companies in general, e.g., with respect to compliance, ESG, financial reporting and supply chain control, and (iii) the strengthening of the rights of the Company’s Outside Shareholders, in particular, through the election of at least four of the six shareholder representatives to the AG Supervisory Board, which is a significantly more influential body in the new corporate governance of the Company than the KGaA Supervisory Board.

The GP Management Board considered the associated costs of the Conversion from an administrative and a carve out perspective. While there would be monetary costs attached to the Conversion, most of the costs would be of a one-time nature, while a smaller portion will be recurring. Against those costs, the benefits from the Conversion would be permanent.

In summary, the GP Management Board concluded that the anticipated future advantages associated with the Conversion significantly outweigh its potential disadvantages and on that basis resolved to propose to the shareholders to resolve on the Conversion at the Extraordinary General Meeting.

The GP Supervisory Board approved the GP Management Board’s resolution to initiate firm plans for the Conversion and the KGaA Supervisory Board has taken note with approval of the resolutions by the

The KGaA Supervisory Board members, in addition to Dr. Schenk, Mr. Classon, Mr. Sorensen and Ms. Witz, are Dr. Dorothea Wenzel and Prof. Dr. Gregor Zünd. For purposes of the determinations made by the Supervisory Boards with respect to the Conversion proposal, Mr. Classon, Mr. Sorensen, Ms. Witz, Dr. Wenzel and Prof. Dr. Zünd are considered to be Independent Members.

Information regarding each of the members of the GP Supervisory Board and the KGaA Supervisory Board is contained in Item 6. “Directors, Senior Management and Employees — Directors and Senior Management” of our Annual Report which is incorporated herein by reference.

Neither of the members of the GP Supervisory Board who are employed by Fresenius SE, Mr. Michael Sen and Ms. Sara Hennicken, took part in the resolutions of the GP Supervisory Board in relation to the Conversion. Dr. Schenk, who is also a member of the supervisory board of the general partner of Fresenius SE (Fresenius Management SE), also refrained from voting on the decision in relation to the Conversion.

To make their decisions, the Independent Members independently assessed whether the Conversion is in the best interest of the Company and the Outside Shareholders. They carefully assessed the effects of the Conversion, with a particular focus on the potential risks for the Company and its Outside Shareholders. In addition, the Independent Members requested information from the GP Management Board regarding the impact the Conversion would have on the Company.

Pursuant to the proposed AG Articles of Association, Fresenius SE would have the exclusive right to appoint two of the six shareholder representatives to the AG Supervisory Board for as long as it holds 30% or more of the Company’s share capital and the exclusive right to appoint one of the six shareholder representatives to the Supervisory Board for as long as it holds at least 15% (but less than 30%) of the Company’s share capital, and to dismiss those appointed shareholder representatives. The Chair of the AG Supervisory Board (who, in case of a tie in the AG Supervisory Board, has two votes in a new vote on the same matter if this also results in a tie) will be appointed by the AG Supervisory Board. With view to the current shareholding of Fresenius SE, we expect that the Chair of the AG Supervisory Board will be a Fresenius SE representative; however, the decision to appoint the Chair will solely be made by the AG Supervisory Board.

The proposed AG Articles of Association are based on the current (KGaA) Articles of Association and mainly contain only those amendments that were legally required due to the Conversion, as well as amendments that address Fresenius SE’s exclusive right to appoint and dismiss up to two members to the Supervisory Board, as discussed elsewhere in this Information Statement / Prospectus.

The Conversion of our shares held by our Outside Shareholders into shares of FME AG is being registered under the Securities Act. Shares of FME AG held by persons who may be deemed “affiliates” of

Subject to any mandatory restrictions imposed by German law, the Company has obtained and FME AG would continue to maintain directors’ and officers’ insurance in respect of all liabilities arising from or relating to the service of the members of the supervisory board and the management board and of certain senior employees. We believe that our acquisition of that insurance is in accordance with customary and usual policies followed by public corporations listed in the U.S.

As noted above, following the Conversion the AG Supervisory Board will appoint the AG Management Board. The AG Supervisory Board will consist of twelve (12) members, six members representing the shareholders of the AG and six members elected by the employees of FME Group pursuant to Germany’s co-determination laws. All shareholders (including Fresenius SE) would have the right to elect at least four of the six shareholder representatives to the AG Supervisory Board (out of the twelve members total). Fresenius SE would have the exclusive right to appoint two of the six shareholder representatives for as long as it holds 30% or more of the shares of the Company and the exclusive right to appoint one of the six shareholder representatives to the AG Supervisory Board for as long as it holds at least 15% (but less than 30%) of the Company’s share capital, and to dismiss those appointed shareholder representatives.

As a result of the Deconsolidation following the Conversion, FME Group will be separated from Fresenius SE Group and both FME Group and Fresenius SE Group will be required to set up certain

Subject to the discussion below under “Passive Foreign Investment Company considerations” a U.S. holder that receives a distribution with respect to ADSs generally will be required to include the U.S. dollar value of the gross amount of such distribution (before reduction for any German withholding taxes) in gross income as a dividend when actually or constructively received to the extent of the U.S. holder’s pro rata share of the Company’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles). To the extent a distribution received by a U.S. holder is not a dividend because it exceeds the U.S. holder’s pro rata share of the Company’s current and accumulated earnings and profits, the distribution will be treated first as a tax-free return of capital and reduce (but not below zero) the adjusted tax basis of the U.S. holder’s ADSs. To the extent the distribution exceeds the adjusted tax basis of the U.S. holder’s ADSs, the remainder will be taxed as capital gain. We do not intend to maintain calculations of earnings and profits, as determined for U.S. federal income tax purposes. Consequently, any distributions generally will be treated as dividend income.

With respect to non-corporate U.S. holders, certain dividends received from a qualified foreign corporation will be subject to U.S. federal income tax at preferential rates applicable to long-term capital gains (the maximum rate which under current law is 20%), rather than the higher rates of tax generally applicable to items of ordinary income, provided that the ADSs in respect of which such dividend is paid have been held for at least 61 days during the 121 day period beginning 60 days before the ex-dividend date and certain other requirements are met. Periods during which you hedge a position in ADSs or related property may not count for purposes of the holding period test. The dividends would also not be eligible for the lower rate if you elect to take dividends into account as investment income for purposes of limitations on deductions for investment income. Provided (i) the ADSs representing our shares are readily tradable on the NYSE (or certain other stock exchanges) or the Company qualifies for benefits under the Treaty and (ii) the Company was not, in the taxable year prior to the year in which the dividend was paid, and is not, in the taxable year in which the dividend is paid, a passive foreign investment company (discussed below), the Company will be treated as a qualified foreign corporation for this purpose. This reduced rate will not be available in all situations, and U.S. holders should consult their tax advisors regarding the application of the relevant rules to their particular circumstances.

For U.S. federal income tax purposes, U.S. holders are subject to tax on dividends paid by German corporations, which may qualify for a foreign tax credit for certain German income taxes paid. A corporate U.S. holder will not be eligible for the “dividends-received deduction” generally allowed to U.S. corporations with respect to dividends received from other U.S. corporations.

Subject to certain complex limitations, it is possible that any German tax withheld from distributions in accordance with the Treaty and paid over to Germany will be deductible or creditable against your U.S. federal income tax liability. However, under recently finalized Treasury regulations, it is possible that such withholding taxes will not be creditable unless you are eligible for and elect to claim the benefits of the Treaty. Special rules apply in determining the foreign tax credit limitation with respect to dividends that are subject to the preferential tax rates. To the extent a reduction or refund of the tax withheld is available to you under German law or under the Treaty, the amount of tax withheld that could have been reduced or that is refundable will not be eligible for credit against your U.S. federal income tax liability.

Furthermore, if the dividends are taxed as qualified dividend income (as discussed above), the amount of the dividend taken into account for purposes of calculating the foreign tax credit limitation will in general be limited to the gross amount of the dividend, multiplied by a fraction, the numerator of which is the reduced tax rate applicable to qualified dividend income and denominator of which is the highest tax rate normally applicable to dividends. However, such foreign tax credit may be disallowed if the U.S. holder held such ADSs or equity shares for less than a minimum period during which the U.S. holder is not protected from risk of loss, or is obligated to make payments related to the dividends. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, any dividends distributed by us with respect to ADSs or equity shares will generally constitute “passive category income” but could, in the case of certain U.S. holders, constitute “general category income”. The rules relating to the determination of the foreign tax credit are complex and U.S. holders should consult their tax

Dividends will generally constitute foreign source income for foreign tax credit limitation purposes. However, if we are a “United States-owned foreign corporation” solely for foreign tax credit purposes, a portion of the dividends allocable to our U.S. source earnings and profits may be recharacterized as U.S. source. A “United States-owned foreign corporation” is any foreign corporation in which U.S. persons own, directly or indirectly, 50% or more (by vote or by value) of the stock. In general, United States-owned foreign corporations with less than 10% of earnings and profits attributable to sources within the U.S. are excepted from these rules. Although we don’t believe we are currently a “United States-owned foreign corporation” we may become one in the future. In such case, if 10% or more of our earnings and profits are attributable to sources within the U.S., a portion of the dividends paid on the ADSs allocable to our U.S. source earnings and profits will be treated as U.S. source, and as such, a U.S. holder may not offset any foreign tax withheld as a credit against U.S. federal income tax imposed on that portion of dividends.

The U.S. dollar value of any distribution on the ADSs made in Euros generally should be calculated by reference to the spot exchange rate between the U.S. dollar and the Euro in effect on the date the distribution is actually or constructively received by the U.S. holder regardless of whether and when the Euros so received are in fact converted into U.S. dollars. A U.S. holder who receives payment in Euros and converts those Euros into U.S. dollars at an exchange rate other than the rate in effect on such day may have a foreign currency exchange gain or loss, which would generally be treated as ordinary income or loss from sources within the United States for U.S. foreign tax credit purposes.

Subject to the discussion below under “Passive foreign investment company considerations”, upon a sale, exchange, or other disposition of the ADSs, a U.S. holder will generally recognize a capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the amount realized and the U.S. holder’s tax basis in the ADSs. Such gain or loss will generally be long-term capital gain or loss if the U.S. holder’s holding period for the ADSs exceeds one year. Individual U.S. holders are generally taxed at a preferential rates on long-term capital gains (the maximum rate which under current law is 20%). The deductibility of capital losses is subject to limitations. Any such gain or loss that you recognize will generally be treated as U.S. source income or loss for foreign tax credit limitation purposes. You should consult your own tax advisor regarding the availability of a foreign tax credit or deduction in respect of any German tax imposed on a sale or other disposition of ADSs.

In the case of a cash-basis U.S. holder who receives Euros in connection with the sale or other disposition of ADSs, the amount realized will be calculated based on the U.S. dollar value of the Euros received as determined by reference to the spot rate in effect on the settlement date of such exchange. A U.S. holder who receives payment in Euros and converts Euros into U.S. dollars at a conversion rate other than the rate in effect on the settlement date may have foreign currency exchange gain or loss that would be treated as ordinary income or loss from sources within the United States for U.S. foreign tax credit purposes.

An accrual-basis U.S. holder may elect the same treatment required of cash-basis taxpayers with respect to a sale or disposition of ADSs, provided that the election is applied consistently from year to year. Such election may not be changed without the consent of the IRS. In the event that an accrual-basis U.S. holder does not elect to be treated as a cash-basis taxpayer (pursuant to the Treasury regulations applicable to foreign currency transactions), such U.S. holder may have foreign currency gain or loss for U.S. federal income tax purposes because of differences between the U.S. dollar value of the currency received prevailing on the trade date and the settlement date. Any such currency gain or loss would be treated as ordinary income or loss from sources within the United States for U.S. foreign tax credit purposes. However, if foreign currency is converted into U.S. dollars on the date received by the U.S. holder, a cash-basis or electing accrual-basis U.S. holder should not recognize any gain or loss on such conversion.

U.S. holders of ADSs who receive a refund attributable to reduced withholding taxes under the Treaty may be required to recognize foreign currency gain or loss, which will be treated as ordinary income or loss,

Special adverse U.S. federal income tax rules apply to U.S. holders owning shares of a Passive Foreign Investment Company (PFIC). In general, if you are a U.S. holder, we will be a PFIC with respect to you if for any taxable year in which you held ADSs or shares: (i) at least 75% of our gross income for the taxable year is passive income or (ii) at least 50% of the value, determined on the basis of a quarterly average, of our assets is attributable to assets that produce or are held for the production of passive income. The determination of whether we are a PFIC will be made annually. Accordingly, it is possible that we may become a PFIC in the current or any future taxable year due to changes in our asset or income composition. The value of assets for purposes of the asset test, including the value of our goodwill and other unbooked intangibles, generally will be determined by reference to the market price of ADSs or shares, which may fluctuate considerably, especially in times of high market volatility. Accordingly, fluctuations in the market price of ADSs or shares may affect our PFIC status for any taxable year.

Passive income generally includes dividends, interest, royalties, rents (other than certain rents and royalties derived in the active conduct of a trade or business), annuities and gains from the disposition of assets that produce passive income. Any cash we hold generally will be treated as held for the production of passive income for the purpose of the PFIC test, and any income generated from cash or other liquid assets generally will be treated as passive income for such purpose. If a non-U.S. corporation owns at least 25% by value of the shares of another corporation, the non-U.S. corporation is treated for purposes of the PFIC tests as owning its proportionate share of the assets of the other corporation, and as receiving directly its proportionate share of the other corporation’s income.

Although we do not believe that we are currently a PFIC, the determination of PFIC status is highly factual and based on technical rules that are difficult to apply. Accordingly, there can be no assurances that we will not be a PFIC for the current year or any future taxable year. U.S. holders should consult their own tax advisors regarding the application of the PFIC rules to their investment in ADSs.

In addition to regular U.S. federal income tax, certain U.S. holders that are individuals, estates, or trusts are subject to a 3.8% tax on all or a portion of their “net investment income” which may include all or a portion of their dividend income and net gain from the sale, exchange or other disposition of their ADSs.

Dividends paid on, and proceeds on a sale or other dispositions of, ADSs paid to a U.S. holder within the U.S. or through U.S.-related financial intermediaries are subject to information reporting and may be subject to backup withholding at a current rate of 24% unless you (1) are a corporation or other exempt recipient or (2) provide a taxpayer identification number and certify (on IRS Form W-9) that no loss of exemption from backup withholding has occurred.

Backup withholding is not an additional tax, and any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a U.S. holder’s U.S. federal income tax liability, provided the required information is furnished to the IRS in a timely manner.

Holders other than U.S. holders are generally not subject to backup withholding. However, such a non-U.S. Holder may be required to provide a certification (generally on IRS Form W-8BEN or W-8BEN-E) of its non-U.S. status in connection with payments received in the U.S. or through a U.S.-related financial intermediary in order to establish its exemption from backup withholding.

Individuals who are U.S. holders, and who hold “specified foreign financial assets” ​(as defined in section 6038D of the Code), including debt or ordinary shares of a non-U.S. corporation that are held for investment and not held in an account maintained by a financial institution whose aggregate value exceeds certain thresholds during the tax year, may be required to attach to their tax returns for the year certain

The following description outlines the material terms of our shares following the Conversion. It does not purport to be complete and is qualified in its entirety by reference to the proposed form of the AG Articles of Association to be approved at the Extraordinary General Meeting in connection with the Conversion Proposal. A non-binding English convenience translation of the proposed AG Articles of Association is included as Section II to the attached Appendix A to this Information Statement / Prospectus.

For information with respect to the deposit agreement pursuant to which our shares will be held on behalf of U.S. shareholders who choose to hold such shares in the form of ADSs, see “Description of American Depositary Shares” below.

Our share capital currently consists of €293,413,449.00, divided into 293,413,449 ordinary bearer shares without par value. The share capital would remain unaffected by the Conversion.

To the extent legally permissible and unless required under the rules of a stock exchange where our shares are admitted to trading, no shareholder is entitled to request or receive certificates evidencing his or her respective shares or dividend coupons. We may issue share certificates representing individual shares or multiple shares. All shares in FME AG will be freely transferable in accordance with the German legal requirements for ordinary bearer shares, subject to any applicable restrictions imposed by the Securities Act, or other applicable laws.

With the adoption of the proposed AG Articles of Association as part of the Conversion Resolution, the Authorized Capital 2020/I pursuant to Art. 4(3) of the AG Articles of Association and the Authorized Capital 2020/II pursuant to Art. 4(4) of the AG Articles of Association would continue to exist with the wording resulting from the proposed AG Articles of Association as corresponding authorizations of the AG Management Board instead of the GP Management Board.

The shareholders’ share of the Company’s profits is determined based on their respective interests in the Company’s share capital. For an AG, such as FME AG, the distribution of dividends for any given fiscal year, and the amount and (if deviating from the statutory due date) payment date thereof, are generally resolved by the general meeting of the subsequent fiscal year. The general meeting must be held within the first eight months of each fiscal year. Proposals for the distribution of dividends will be issued by the AG Management Board and the AG Supervisory Board jointly or by the AG Management Board and the AG Supervisory Board separately, with the general meeting not bound by those proposals. Upon expiration of a fiscal year, the AG Management Board may with the approval of the AG Supervisory Board distribute to the shareholders an interim dividend, subject to certain limitations provided by law.

The AG Management Board must prepare financial statements (balance sheet, income statement and notes to the financial statements) and a management report for the previous fiscal year by the statutory deadline and present these to the AG Supervisory Board and the auditors without undue delay after preparation. At the same time, the AG Management Board must present a proposal for the appropriation of the Company’s balance sheet profits to the AG Supervisory Board pursuant to Section 170(2) of the German Stock Corporation Act. According to Section 171 of the German Stock Corporation Act, the AG Supervisory Board must review the financial statements, the AG Management Board’s management report and the proposal for the appropriation of the balance sheet profits and report to the general meeting in writing on the results of such review. The AG Supervisory Board must submit its report to the AG Management Board within one month of receiving the documents. If the AG Supervisory Board approves the annual financial statements after its review, these are deemed adopted unless the AG Management Board and the AG Supervisory Board resolve to assign adoption of the annual financial statements to the general meeting. If the AG Management Board and the AG Supervisory Board approve the annual financial statements, they may, pursuant to Section 58(2) of the German Stock Corporation Act, allocate an amount of up to 50% of the Company’s net income for the year — after deducting any transfers to statutory reserves and any losses carried forward — to non-statutory reserves.

Any U.S. dollars will be distributed by checks drawn on a bank in the United States for whole dollars and cents (fractional cents will be rounded to the nearest whole cent). Registered owners will receive the checks directly, while the distributions for beneficial owners will be first sent to their brokers or other financial institutions, who will then distribute the cash to the rightful owners.

The Depositary may choose any practical method of distribution for any specific ADS owner, including the distribution of foreign currency, securities or property, or it may retain the items, without paying interest on or investing them, on behalf of the ADS owner as deposited securities.

The Depositary may convert currency itself or through any of its affiliates, or the custodian or the Company may convert currency and pay U.S. dollars to the Depositary. Where the Depositary converts currency itself, or through any of its affiliates, the Depositary acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction spreads, that it will retain for its own account. The revenue is based on, among other things, the difference between the exchange rate assigned to the currency conversion made under the deposit agreement and the rate that the Depositary or its affiliate receives when buying or selling foreign currency for its own account. The Depositary makes no representation that the exchange rate used or obtained by it or its affiliate in any currency conversion under the deposit agreement will be the most favorable rate that could be obtained at the time or that the method by which that rate will be determined will be the most favorable to ADS owners. The methodology used to determine exchange rates used in currency conversions made by the Depositary is available upon request from the Depositary. Where the custodian converts currency, the custodian has no obligation to obtain the most favorable rate that could be obtained at the time or to ensure that the method by which that rate will be determined will be the most favorable to owners, and the Depositary makes no representation that the rate is the most favorable rate and will not be liable for any direct or indirect losses associated with the rate. In certain instances, the Depositary may receive dividends or other distributions from the Company in U.S. dollars that represent the proceeds of a conversion of foreign currency or translation from foreign currency at a rate that was obtained or determined by or on behalf of the Company or an affiliate of the Company and, in such cases, the Depositary will not engage in, or be responsible for, any foreign currency transactions and neither it nor the Company makes any representation that the rate obtained or determined by or on behalf of the Company is the most favorable rate and neither it nor the Company will be liable for any direct or indirect losses associated with the rate. There can be no assurance that the Depositary, the custodian or the Company will be able to convert any currency at a specified exchange rate or that the Depositary will be able to sell any property, rights, shares or other securities at a specified price, or that any of these transactions can be completed within a specified time period.

The Depositary will deliver ADSs if an investor or his broker deposits shares or evidence of rights to receive shares with the custodian, or upon receiving notice of such a deposit from the custodian. Shares deposited with the custodian must be accompanied by certain documents, including instruments showing that such shares have been properly transferred or endorsed by the person on whose behalf the deposit is being made.

The custodian will hold all deposited shares for the account of the Depositary. ADS holders thus have no direct ownership interest in the shares and only have the rights that are contained in the deposit agreement. For German tax purposes, ADS holders will generally be treated as the economic owners of the deposited shares represented by the ADSs (and, therefore, as a shareholder of the Company), and for U.S. federal income tax purposes, ADS holders will generally be treated as the owners of such shares. For additional information, see Item 10.E., “Additional Information — Taxation — U.S. and German tax consequences of holding ADSs” in the Annual Report which is incorporated by reference into this Information Statement / Prospectus. The custodian will also hold any additional securities, property and cash received on or in substitution for the deposited shares. The deposited shares and any additional items are referred to as “deposited securities”.

Upon each deposit of shares, receipt of related delivery documentation and compliance with the other provisions of the deposit agreement, including the payment of the fees and charges of the Depositary and any taxes or other fees or charges owing, the Depositary will deliver ADSs representing the deposited shares as instructed. The foregoing notwithstanding, the Depositary may refuse to accept deposits of shares for delivery of ADSs or to register transfers of ADSs in particular instances or may suspend deposits of shares or registration of transfer generally, whenever it or the Company considers it necessary or advisable to do so. The Depositary shall not knowingly accept for deposit under the deposit agreement any shares that, at the time of deposit, are restricted securities, as defined in the deposit agreement.

All ADSs issued will, unless specifically requested to the contrary, be delivered through the book-entry settlement system of The Depository Trust Company, also referred to as DTC, or be uncertificated and held through the book-entry direct registration system (DRS) of DTC, and a registered owner will receive statements from the Depositary which will show the number of ADSs registered in the owner’s name. An ADS owner can request that the ADSs not be held through the Depositary’s DRS and that an ADR in certificated form be issued to evidence those ADSs. ADRs will be delivered to the Depositary’s principal New York office or any other location that it may designate as its transfer office.

DRS is the system administered by DTC that facilitates interchange between registered holding of uncertificated securities and holding of security entitlements in those securities through DTC and a DTC participant. Profile Modification System (Profile) is a required feature of DRS which allows a participant in DTC, claiming to act on behalf of a registered owner of ADSs, to direct the Depositary to register a transfer of those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account of that DTC participant without receipt by the Depositary of prior authorization from the ADS registered owner to register that transfer.

In connection with DRS/Profile, the parties to the deposit agreement acknowledge that the Depositary will not determine whether the DTC participant that is claiming to be acting on behalf of an ADS registered owner in requesting a registration of transfer and delivery described in the paragraph above has the actual

When an investor surrenders ADSs at the Depositary’s office, the Depositary will, upon payment of certain applicable fees, governmental charges and taxes, and upon receipt of proper instructions, deliver the whole number of shares represented by the surrendered ADSs (to the extent that delivery can be lawfully made) to or as instructed by the owner. It is expected that the delivery of shares shall be made to account the owner directs within Clearstream Banking AG, the central German clearing firm. However, the Depositary will not deliver any money or other property as to which a record date for distribution to owners has passed (since money or other property of that kind will be delivered or paid on the scheduled payment date to the owner as of that record date), and the Depositary shall not be required to accept surrender of ADSs for the purpose of withdrawal to the extent it would require delivery of a fraction of a deposited security.

ADS holders will be charged a fee for each issuance of ADSs, including issuances resulting from distributions of shares, rights and other property, and for each surrender of ADSs in exchange for deposited securities. The fee in each case is up to $5.00 for each 100 ADSs (or any portion thereof) issued or surrendered.

The following additional charges shall be incurred by the ADS holders, by any party depositing or withdrawing shares or by any party surrendering ADSs or to whom ADSs are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the ADSs or the deposited securities or a distribution of ADRs), whichever is applicable:

The Depositary may collect any of its fees by deduction from any cash distribution payable, or by selling a portion of any securities to be distributed, to holders that are obligated to pay those fees. In performing its duties under the deposit agreement, the Depositary may use brokers, dealers, foreign currency dealers or other service providers that are owned by or affiliated with the Depositary and that may earn or share fees, spreads or commissions. The Depositary may own and deal in any class of securities of the Company and its affiliates and in the ADSs.

We will pay all other charges and expenses of the Depositary and any agent of the Depositary (except the custodian) pursuant to agreements from time to time between us and the Depositary. The fees described above may be amended from time to time. If an amendment adds or increases fees or charges, except for taxes or other governmental charges or expenses of the Depositary for registration fees, facsimile costs, delivery charges or similar items, or prejudice a substantial right of ADS holders, it will not become effective for outstanding ADSs until 30 days after the Depositary notifies ADS holders of the amendment.

ADS owners must pay any tax or other governmental charge payable by the custodian or the Depositary on any ADS or ADR, deposited security or distribution. If an ADS owner owes any tax or other governmental charge, the Depositary may (i) deduct the amount thereof from any cash distributions, or (ii) sell deposited securities and deduct the amount owing from the net proceeds of such sale. In either case the ADS owner remains liable for any shortfall. Additionally, if any tax or governmental charge is unpaid, the Depositary may also refuse to effect any registration, registration of transfer, split-up or combination of deposited securities or withdrawal of deposited securities (except under limited circumstances mandated by securities regulations). If any tax or governmental charge is required to be withheld on any non-cash distribution, the Depositary may sell the distributed property or securities to pay such taxes and distribute any remaining net proceeds to the ADS owners entitled thereto.

In the deposit agreement, we and the Depositary agree to indemnify each other under certain circumstances.

Before the Depositary will deliver or register a transfer of an ADS, make a distribution on an ADS, or permit withdrawal of shares, the Depositary may require:

The Depositary may refuse to deliver ADSs or register transfers of ADSs generally when the transfer books of the Depositary are closed or at any time if the Depositary or we think it advisable to do so.

The Depositary, as a holder of deposited securities, will make available for your inspection at its office all reports and communications that it receives from us that we make generally available to holders of deposited securities. If we request the Depositary to do so, the Depositary will send you copies of those communications or otherwise make them available to owners in a manner that we specify as substantially equivalent to the manner in which those communications are made available to our shareholders and compliant with any stock exchange requirements applicable to the ADSs. You have a right to inspect the register of owners of ADSs, but not for the purpose of contacting those owners about a matter unrelated to our business or the ADSs.

We may agree with the Depositary to amend the deposit agreement and the ADRs without your consent for any reason. If an amendment adds or increases fees or charges, except for taxes or other

We may initiate termination of the deposit agreement by notice to the Depositary. The Depositary may initiate termination of the deposit agreement if (i) at any time 60 days shall have expired after the Depositary delivered a written resignation notice to us and a successor Depositary has not been appointed and accepted its appointment, or (ii) a “Termination Option Event” ​(as defined below) has occurred. If termination of the deposit agreement is initiated, including upon occurrence of a Termination Option Event, the Depositary shall disseminate a notice of termination to the owners of all ADSs then outstanding setting a date for termination (the Termination Date), which shall be at least 90 days after the date of that notice, and the deposit agreement shall terminate on that Termination Date.

The Depositary’s notice of termination of the deposit agreement shall not affect the right of an Owner, prior to the Termination Date, to surrender ADSs for the purpose of withdrawal of deposited securities. At any time after the Termination Date, the Depositary may sell the remaining deposited securities then held under the deposit agreement and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it under the deposit agreement, unsegregated and without liability for interest, for the pro rata benefit of the owners of ADSs that remain outstanding, and those owners will be general creditors of the Depositary with respect to those net proceeds and that other cash. After making that sale, the Depositary shall be discharged from all obligations under the deposit agreement, except its obligations (i) to account for the net proceeds and other cash (after deducting, in each case, the fee of the Depositary for the surrender of ADSs, any expenses for the account of the owner of such ADSs in accordance with the terms and conditions of the deposit agreement and any applicable taxes or governmental charges), (ii) to indemnify us as provided in the deposit agreement, and (iii) to act as provided in the following paragraph.

After the Termination Date, the Depositary shall continue to receive dividends and other distributions pertaining to deposited securities (that have not been sold), may sell rights and other property as provided in the deposit agreement and shall deliver deposited securities (or sale proceeds) upon surrender of ADSs (after payment or upon deduction, in each case, of the fees, expenses and applicable taxes or governmental

Upon completion of the Conversion, our shareholders will become shareholders of FME AG. They will hold the same number of shares in FME AG as they previously held in the Company. The notional value of € 1.00 which one share represents in the Company’s share capital will not change.

The most significant change is that there will no longer be a general partner directing the operations of the Company. The GP Management Board will no longer be part of the Company’s governance. Instead, the Company will be operated as a typical German stock corporation with three governing bodies: a management board which is responsible for the day-to-day management of the Company, a supervisory board responsible for the supervision of the management board, and the general meeting of shareholders. All shareholders of FME AG will have the same voting rights in the general meeting.

The Conversion will result in a significant simplification of the Company’s current corporate governance by replacing the complex KGaA structure with its several bodies with a governance system in line with German standards for stock corporations.

Under the current governance structure, the Company is represented and managed by its General Partner. The General Partner is represented and managed by the GP Management Board. The GP Management Board members are currently appointed and replaced by the GP Supervisory Board, which is elected by the General Partner’s general meeting, i.e., by Fresenius SE as the General Partner’s sole shareholder. In contrast, the KGaA Supervisory Board, which is elected by the Company’s general meeting, does not have any influence on the appointment and replacement of the GP Management Board members. The Company’s shareholders are therefore currently unable to exercise any influence through the Company’s general meeting on the appointment and replacement of the GP Management Board members. In addition, the KGaA Supervisory Board does not have the authority to determine the remuneration of the members of the GP Management Board or to issue rules of procedure for the management or to determine measures and transactions requiring approval of the KGaA Supervisory Board. The current rules of procedure for the GP Management Board, including measures and transactions requiring approval of the GP Supervisory Board, were issued by the GP Supervisory Board.

After the Conversion, at least four of the shareholder representatives of the AG Supervisory Board would be elected by FME AG’s general meeting, while Fresenius SE will have the exclusive right to appoint two of the six shareholder representatives, subject to Fresenius SE maintaining a shareholding of at least 30% in the Company’s share capital and to dismiss those appointed shareholder representatives. If Fresenius SE’s shareholding falls below 30% but is at least 15% of the Company’s share capital, Fresenius SE will have the exclusive right to appoint one shareholder representative to the AG Supervisory Board, and to dismiss this appointed shareholder representative. The AG Supervisory Board would appoint the AG Management Board members and negotiate the service agreements with them. It would also adopt the rules of procedure for the AG Management Board. Such rules of procedure must provide a catalogue of measures and transactions for which the AG Management Board requires the approval of the AG Supervisory Board, if the articles of association do not provide for such a list.

The table below summarizes the scope of influence by the Company’s shareholders before and after the Conversion.

In considering the matters in the table below over which Outside Shareholders are described as having a right to approve or prevent the approval of a matter based upon their collective votes, you should note that approximately 293 million shares are outstanding and that as the holder of approximately 94.4 million shares (approximately 32.2% of the outstanding shares), Fresenius SE will continue to be able to exercise a majority of the voting rights at the general meeting as long as less than approximately 64.4% of the outstanding shares, including the shares held by Fresenius SE, are present at the general meeting. For as long as it holds more than 25% of Company’s shares, Fresenius SE will also be able to prevent the adoption of any measures submitted to the general meeting requiring a majority vote of at least 75% of the share capital represented at the time of the vote, including capital increases (including creation of authorized and

Under German law, the Company may indemnify its respective officers, and, under certain circumstances, German labor law requires it to do so. However, it may not, as a general matter, indemnify members of its management boards or their supervisory boards. It may, however, purchase directors’ and officers’ insurance. The Company has arranged for such insurance coverage at what it believes to be commercially reasonable rates, terms and conditions and the Company intends to continue to do so. Such insurance is subject to any mandatory restrictions imposed by German law. In addition, German law may permit a corporation to indemnify a member of the management board or supervisory board for attorneys’ fees incurred if such member is a successful party in a suit in a country such as the U.S., where winning parties are required to bear their own costs, and if German law would have required the losing party to pay such member’s attorney’s fees had the suit been brought in Germany.

(b) (1)    the undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(c)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of