- Extraordinary General Meeting approves conversion of Fresenius
Medical Care's legal form
- Several advantages including faster and more agile
decision-making
- Michael Sen elected as Chair of
new Supervisory Board
- Conversion expected to be completed by the end of 2023
WALTHAM, Mass., July 14,
2023 /PRNewswire/ -- Fresenius Medical Care, the
world's leading provider of products and services for individuals
with renal diseases, held an Extraordinary General Meeting (EGM)
today. The Company's shareholders approved all agenda items with
large majority, including the conversion of Fresenius Medical Care
from the legal form of a partnership limited by shares
(Kommanditgesellschaft auf Aktien, KGaA) into a German stock
corporation (Aktiengesellschaft, AG), and elected the four
shareholder representatives on the Supervisory Board of the new
Fresenius Medical Care AG. In its constituting meeting following
the EGM, the new Supervisory Board elected Michael Sen as its Chair.
Michael Sen, Chair of the
Supervisory Board of Fresenius Medical Care AG, said: "Our
shareholders' vote today clearly is a sign of confidence showing
that we are on the right track with Fresenius and with Fresenius
Medical Care. As the Chair of the Supervisory Board, I am delighted
to lead this new Supervisory Board consisting of highly qualified
individuals. Their diverse backgrounds and experiences will provide
a great balance between continuity and fresh perspectives. I look
forward to working with this great team. Furthermore, I would like
to express my sincere appreciation to the long-standing Chair of
the Supervisory Board, Dr Dieter
Schenk, who has supported and guided the company for almost
three decades. My gratitude also goes to Rolf Classon, Dr Dorothea Wenzel and
Professor Dr Gregor Zünd whose
mandates as Supervisory Board members will end once the conversion
is completed."
Helen Giza, CEO of Fresenius
Medical Care AG, said: "Today's decision of our shareholders to
convert Fresenius Medical Care into a German stock corporation
opens a new chapter in the development of the Company. I strongly
believe that following the conversion, the decision-making
processes will be accelerated. Therefore, we will be more agile in
our efforts in unlocking value as the leading kidney care Company.
The role of our free float shareholders will also be particularly
strengthened. I'm excited about collaborating with our new
Supervisory Board and leading Fresenius Medical Care into a
successful future, together with my team and our committed
employees around the world."
Following the conversion into a German stock corporation,
Fresenius Medical Care will have a standard German two-tier Board
system that is familiar to shareholders and in line with widely
recognized corporate governance practices. The co-determined
Supervisory Board will in future consist of twelve members. At
today's EGM, Shervin J. Korangy, Dr
Marcus Kuhnert, Gregory Sorensen, M.D. and Pascale Witz were elected members of the new
Supervisory Board. In addition to them, Fresenius SE & Co.
KGaA (Fresenius), which holds approx. 32.2 percent of the
ordinary share capital, appoints two members to the new Supervisory
Board: its CEO Michael Sen, who has
been elected as Chair of the new Supervisory Board, as well as its
CFO Sara Hennicken. This is a
testament to Fresenius' close relationship with Fresenius Medical
Care and its continued commitment to the Company. The other six
members of the new Supervisory Board will be elected by the
employees at a later point in time. The new Supervisory Board will
perform all supervisory functions, including strategy review,
management appointments, remuneration, approval of important
management decisions and audit once the conversion becomes
effective.
Today, the new Supervisory Board of Fresenius Medical Care AG
also formally appointed the Management Board of the future
Fresenius Medical Care AG, which consists of the members of
the existing Management Board of Fresenius Medical Care Management
AG.
In addition to the simplification of the corporate governance,
the conversion into a German stock corporation provides further
advantages. The simplified structure will, for instance, lead to a
more efficient and faster decision-making as it allows for a
clearer focus on the interests of the Fresenius Medical Care group
and frees up management resources. Fresenius Medical Care will also
have greater flexibility concerning its financial strategy.
Furthermore, the role of free float shareholders will be
strengthened as their influence on the composition of Fresenius
Medical Care's management increases.
Given the approval of all agenda items at today's EGM, all
necessary administrative, compliance and regulatory steps will now
be initiated. The entire process of the conversion of Fresenius
Medical Care into a German stock corporation is expected to be
completed by the end of 2023. Until completion, the current
corporate governance structure and the corresponding corporate
bodies, including the current Supervisory Boards, remain in
place.
Fresenius Medical Care is the world's leading provider of
products and services for individuals with renal diseases of which
around 3.9 million patients worldwide regularly undergo dialysis
treatment. Through its network of 4,060 dialysis clinics, Fresenius
Medical Care provides dialysis treatments for approximately 343,000
patients around the globe. Fresenius Medical Care is also the
leading provider of dialysis products such as dialysis machines or
dialyzers. Fresenius Medical Care is listed on the Frankfurt Stock
Exchange (FME) and on the New York Stock Exchange (FMS).
For more information visit the Company's website at
www.freseniusmedicalcare.com.
Disclaimer:
This release contains forward-looking statements that are subject
to various risks and uncertainties. Actual results could differ
materially from those described in these forward-looking statements
due to various factors, including, but not limited to, changes in
business, economic and competitive conditions, legal changes,
regulatory approvals, impacts related to the COVID-19 pandemic
results of clinical studies, foreign exchange rate fluctuations,
uncertainties in litigation or investigative proceedings, and the
availability of financing. These and other risks and uncertainties
are detailed in Fresenius Medical Care AG & Co. KGaA's reports
filed with the U.S. Securities and Exchange Commission. Fresenius
Medical Care AG & Co. KGaA does not undertake any
responsibility to update the forward-looking statements in this
release.
Media Contact
Steffen
Rinas
T +49 6172 608-6698
steffen.rinas@fresenius.com
Contact for analysts and investors
Dr. Dominik Heger
T +49 6172 609-2601
dominik.heger@fmc-ag.com
www.freseniusmedicalcare.com
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SOURCE Fresenius Medical Care Holdings, Inc.