Item 4 — Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows: On March 3, 2025, Fresenius KGaA entered into the Share Purchase Agreement and the Exchangeable Bond Subscription Agreement (each as defined in Item 6) and agreed to sell certain Shares and Exchangeable Bonds (as defined in Item 6) representing in the aggregate up to approximately 7.2% of the total share capital of the Company to certain institutional investors in private placements in accordance with the terms of such agreements, as further described below. Fresenius KGaA is entering into these transactions as part of its #FutureFresenius strategy, with the goal of optimizing its portfolio of investment holdings to achieve structural simplification, consistent with the deconsolidation of the Company from the Fresenius KGaA consolidated group (as disclosed on its Amendment No. 9 to the Schedule 13D filed with the Securities and Exchange Commission on December 7, 2023). In addition, these transactions are intended to enhance Fresenius KGaA's strategic flexibility and improve its financial stability, by further strengthening the balance sheet and reducing leverage. Following the completion of these transactions, Fresenius will remain the largest shareholder of FME. In connection with these transactions, Fresenius has agreed to a lock-up undertaking of 180 days, subject to customary exceptions, as described in Item 6 herein. Fresenius KGaA does not currently anticipate a further reduction in its holdings in the Company. However, it reserves the right to change its plans at any time, as it deems appropriate, or as the need arises, with any such decision subject to market conditions or legal and regulatory requirements.