Shareholder Structure

Mandatory Exchangeable Bond reduces share of Fresenius SE & Co. KGaA in Fresenius Medical Care to 30,4 %.


In July 2008, Fresenius SE & Co. KGaA issued an offering of €554 M in mandatory exchangeable bonds, which were exchangeable into ordinary shares of Fresenius Medical Care upon redemption. The bonds issued had a maturity of three years and were callable on August 14, 2011. Upon maturity, Fresenius SE & Co. KGaA delivered approximately 15.7 M Fresenius Medical Care ordinary shares to the bond holders, representing approximately 5.2% of Fresenius Medial Care's total subscribed capital and approximately 5.3% of Fresenius Medical Care's ordinary share capital as of July 31, 2011. As a result, Fresenius SE & Co. KGaA's share in Fresenius Medical Care's ordinary shares has dropped by 5.3% at the maturity date. The absolute number of ordinary shares owned by Fresenius SE & Co. KGaA on the cut-off date has dropped from 106,603,026 ordinary shares to 90.880.382 ordinary shares. 

Shareholder Indentification Report early 2011


Fresenius Medical Care’s subscribed capital amounted to about € 302.2 M as at December 31, 2010. There were approximately 298.28 M ordinary shares and about 3.96 M preference shares outstanding.

At the beginning of 2011, we again had our shareholder structure analyzed. We were able to identify the owners of a total of around 296.7 M shares, representing again a very high proportion of 98.2% of all 302.2 M outstanding shares (cut-off date December 31, 2010). With regard to the 195.6 M shares in free float, we were able to allocate 97.2% (previous year: 98.0%) of shares to individual investors. The share of total stock held by Fresenius SE & Co. KGaA (previously Fresenius SE) dropped from 35.6 to 35.3 %. The absolute number of Company shares owned by Fresenius SE & Co. KGaA on the cut-off date remained unchanged at 106,603,026 shares. 

Overall, we identified 793 institutional investors (previous year: 836). The top 20 institutional investors in our Company held about 41% of identified shares on a free float basis (previous year: 37%). Three of them are based in Germany, nine are in Great Britain, five in the United States, two in France and one investor is located in Norway. At the time of the survey, retail investors accounted for 12.4% of identified shares, while owners of ADR held 2.2% of shares. The proportion of institutional investors in the total identified share capital on the basis of the free float was about 84%.

In terms of geographical distribution, 35.3% of shares were held by institutions in North America (including Canada). A total of 51.1% of identified shares, were located in Europe, excluding Germany. The majority of these (33.5% of shares) were found in Great Britain. Around 10.1% of our Company's shares are held in Germany. 

The survey carried out at the beginning of 2011 reveals a shareholder structure that is well-balanced in our opinion, both from a geographical point of view and in terms of private and institutional investors. For 2011 and 2012, we see the regional focus of our investor relations activities being in North America and Europe as well as in selected countries in Asia and the Middle East.

In July 2008, Fresenius SE & Co. KGaA issued an offering of €554 M in mandatory exchangeable bonds, which are exchangeable into ordinary shares of Fresenius Medical Care upon redemption. The bonds issued have a maturity of three years and are callable on August 14, 2011. Upon maturity, Fresenius SE & Co. KGaA as issuer must deliver a maximum of 16.8 M or a minimum of 14.24 M Fresenius Medical Care ordinary shares to the bond of Fresenius Medical Care ordinary shares to the bond holders, representing approximately 5.6% or 4.7% of Fresenius Medial Care's total subscribed capital. As a result, Fresenius SE & Co. KGaA's share in Fresenius Medical Care will drop by at least 4.7% at the maturity date.

In 2010 we received six voting rights announcements pursuant to Section 21 (1) of the German Securities Trading Act. In its last annoucements from September 14, 2010, BlackRock Inc. informed us that it had exceeded the reporting threshold of 3%, holding 3.58% of Fresenius Medical Care ordinary shares via its subsidiaries. On June 2, 2010, Thornburg Investment Management informed us that it also had exceeded the reporting threshold of 3%, holding 3.76% of Fresenius Medical Care ordinary shares. All voting rights announcements can be found here.

 

Number of identified Shares

 
number of shares
in %
in % of
Free Float
Total shares outstanding, 
December 31, 2010
302,236,169
100.0

 -

of which ordinary shares
298,279,001
98.7

 -

of which preference shares
3,957,168
1.3

 -

Shares identified incl.
Fresenius SE & Co. KGaA1
296,741,429
98.2

 -

Unidentified shares
5,494,740
1.9
2.8
Fresenius SE & Co. KGaA1
106,603,026
35.3

 -

Free float
195,633,143
64.7

 -

Identified Shares based on Free Float
190,138,403
-
97.2
1 Formerly Fresenius SE.
 

Geographical Distribution of Identified Shares

2011
 
2010
 
 
Number of shares
in %
Number of shares
in %
North America (incl. Canada)

58,564,166

35.3

59,460,127
36.0
Germany

16,694,460

10.1

19,155,193
11.6
Great Britain

55,552,514

33.5

50,043,733
30.3
France

10,525,656

6.3

9,738,403
5.9
Norway

4,149,440

2.5

3,804,976
2.3
Rest of Europe

14,659,394

8.8

16,505,299
10.0
Rest of the World

5,813,879

3.5

6,441,687

3.9

Shares attributable to regions

165,959,509

100.0

165,149,418

100.0

Retail investors

24,178,894

-

23,970,477
-
Total identified shares
based on free float
190,138,403
-
189,119,895
-

 

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® Fresenius Medical Care
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61352 Bad Homburg v.d.H.
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Germany