1
EXHIBIT 99.1
LETTER OF TRANSMITTAL
7 7/8% TRUST PREFERRED SECURITIES
OF FRESENIUS MEDICAL CARE CAPITAL TRUST IV
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
AND
7 3/8% TRUST PREFERRED SECURITIES
OF FRESENIUS MEDICAL CARE CAPITAL TRUST V
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
PURSUANT TO THE EXCHANGE OFFERS IN RESPECT OF
ALL OF THE OUTSTANDING 7 7/8% TRUST PREFERRED SECURITIES OF
FRESENIUS MEDICAL CARE CAPITAL TRUST IV
AND
ALL OF THE OUTSTANDING 7 3/8% TRUST PREFERRED SECURITIES OF
FRESENIUS MEDICAL CARE CAPITAL TRUST V
THE EXCHANGE OFFER FOR OUTSTANDING USD TRUST PREFERRED SECURITIES WILL
EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON , 2001 AND THE EXCHANGE
OFFER FOR THE OUTSTANDING EURO TRUST PREFERRED SECURITIES WILL EXPIRE AT 5:00
P.M., LONDON TIME, ON , 2001 (IN EACH CASE, THE "EXPIRATION DATE")
UNLESS EXTENDED IN THE SOLE DISCRETION OF FRESENIUS MEDICAL CARE AG AND THE
TRUSTS. TENDERS OF OUTSTANDING TRUST PREFERRED SECURITIES MAY BE WITHDRAWN AT
ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME IN THE CASE OF USD TRUST
PREFERRED SECURITIES, AND 5:00 P.M., LONDON TIME IN THE CASE OF EURO TRUST
PREFERRED SECURITIES, ON THE EXPIRATION DATE.
THE EXCHANGE AGENT FOR USD TRUST PREFERRED SECURITIES:
<Table>
<Caption>
By Hand or Overnight By Registered or Certified By Facsimile Transmission:
Service: Mail: (617) 662-1452
State Street Bank and Trust Company State Street Bank and Trust Company Confirm By Telephone:
Corporate Trust Department Corporate Trust Department (617) 662-1548
2 Avenue de Lafayette P.O. Box 778
Corporate Trust Window Boston, MA 02102-0078
5th Floor Attention: Ralph Jones
Boston, MA 02111-1724
Attention: Ralph Jones
</Table>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION VIA
TELEGRAM, TELEX OR FACSIMILE, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE
A VALID DELIVERY. THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY
BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE USD TRUST PREFERRED SECURITIES
FOR THEIR OUTSTANDING OLD USD TRUST PREFERRED SECURITIES PURSUANT TO THE USD
EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW) THEIR OUTSTANDING OLD USD
TRUST PREFERRED SECURITIES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.
2
FOR EURO TRUST PREFERRED SECURITIES:
ALL OUTSTANDING OLD EURO TRUST PREFERRED SECURITIES MUST BE TENDERED BY
BOOK-ENTRY TRANSFER IN ACCORDANCE WITH THE STANDARD OPERATING PROCEDURES OF
EUROCLEAR OR CLEARSTREAM, LUXEMBOURG. FOR MORE INFORMATION AND FURTHER
INSTRUCTIONS ON TENDERING OUTSTANDING EURO TRUST PREFERRED SECURITIES, CONTACT
THE EXCHANGE AGENT FOR THE EURO EXCHANGE OFFER AT:
<Table>
<Caption>
By Facsimile Transmission By Hand Delivery, Overnight Service or Mail
++44 (0) 207 547-0271 Deutsche Bank AG London
Winchester House
Confirm By Telephone 1 Great Winchester Street
London EC2N 2DB England
++44 (0) 207 545-8000 Attention: Corporate Trust and Agency Services
</Table>
HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE TRUST PREFERRED SECURITIES FOR
THEIR OUTSTANDING OLD EURO TRUST PREFERRED SECURITIES PURSUANT TO THE EURO
EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW) THEIR OUTSTANDING OLD EURO
TRUST PREFERRED SECURITIES BY BOOK-ENTRY TRANSFER TO EUROCLEAR OR CLEARSTREAM,
LUXEMBOURG, AS THE CASE MAY BE, PRIOR TO THE EXPIRATION DATE.
By execution hereof, the undersigned acknowledges receipt of the Prospectus
(the "Prospectus"), dated , 2001, of Fresenius Medical Care AG,
Fresenius Medical Care Holdings, Inc., Fresenius Medical Care Deutschland GmbH,
FMC Trust Finance S.a.r.l. Luxembourg-III and the Trusts which, together with
this Letter of Transmittal and the instructions hereto (the "Letter of
Transmittal"), constitutes the offers (the "Exchange Offers") to exchange
U.S.$225,000,000 aggregate liquidation amount of 7 7/8% trust preferred
securities (the "USD trust preferred securities") of Fresenius Medical Care
Capital Trust IV ("Trust IV") and E 300,000,000 aggregate liquidation amount of
7 3/8% trust preferred securities (the "Euro trust preferred securities) of
Fresenius Medical Care Capital Trust V ("Trust V") (collectively, the "trust
preferred securities") that have been registered under the Securities Act of
1933, as amended (the "Securities Act"), for U.S.$225,000,000 aggregate
liquidation amount of the outstanding 7 7/8% Senior Trust preferred securities
of Trust IV (the "Old USD Trust preferred securities") and E 300,000,000
aggregate liquidation amount of outstanding 7 3/8% Trust preferred securities of
Trust V (the "old Euro Trust preferred securities"), respectively (together, the
"old Trust preferred securities"), pursuant to a registration statement of which
the Prospectus constitutes a part, upon the terms and subject to the conditions
set forth in the Prospectus and this Letter of Transmittal.
This Letter of Transmittal is to be used by Holders (as defined below) of
Old USD Trust preferred securities if: (i) certificates representing Old USD
Trust preferred securities are to be physically delivered to the Exchange Agent
for the USD Exchange Offer herewith by Holders; (ii) tender of Old USD Trust
preferred securities is to be made by book-entry transfer to the account of
Exchange Agent for the USD Exchange Offer at The Depository Trust Company
("DTC") pursuant to the procedures set forth in the Prospectus under "The
Exchange Offers--Procedures for Tendering Old Trust preferred Securities--Book-
Entry Transfer--USD Exchange Offer" by any financial institution that is a
participant in DTC and whose name appears on a security position listing as the
owner of Old USD Trust preferred securities (such participants, acting on behalf
of Holders, are referred to herein, together with such Holders, as "Acting
Holders"); or (iii) tender of Old USD Trust preferred securities is to be made
according to the guaranteed delivery procedures set forth in the Prospectus
under "The Exchange Offers--Guaranteed Delivery of Old USD Trust preferred
Securities." Delivery of documents to DTC does not constitute delivery to the
Exchange Agent.
If delivery of the Old USD Trust preferred securities is to be made by
book-entry transfer to the account maintained by the Exchange Agent for the USD
Exchange Offer at DTC as set forth in clause
3
(ii) in the immediately preceding paragraph, this Letter of Transmittal need not
be manually executed; provided, however, that tenders of Old USD Trust preferred
securities must be effected in accordance with the procedures mandated by DTC's
Automated Tender Offer Program ("ATOP"). To tender Old USD Trust preferred
securities through ATOP, the electronic instructions sent to DTC and transmitted
by DTC to the Exchange Agent for the USD Exchange Offer must contain the
character by which the participant acknowledges its receipt of and agrees to be
bound by this Letter of Transmittal.
Delivery of the Old Euro Trust preferred securities must be made by
book-entry transfer to an account maintained at Euroclear or Clearstream,
Luxembourg, and this Letter of Transmittal need not be manually executed;
provided, however, that tenders of Old Euro Trust preferred securities must be
effected in accordance with the procedures mandated by the standard operating
procedures Euroclear or Clearstream, Luxembourg, as the case may be, for
tendering Old Euro Trust preferred securities. To tender Old Euro trust
preferred securities through Euroclear or Clearstream, Luxembourg, the
electronic instructions sent to Euroclear or Clearstream, Luxembourg must
contain the character by which the participant acknowledges its receipt of and
agrees to be bound by this Letter of Transmittal. Delivery of documents to
Deutsche Bank AG London does not constitute delivery to Euroclear or
Clearstream, Luxembourg.
Unless the context requires otherwise, the term "Holder" for purposes of
this Letter of Transmittal means: (i) any person in whose name Old trust
preferred securities are registered on the books of a Trust or any other person
who has obtained a properly completed bond power from the registered Holder or
(ii) any participant in DTC, Euroclear or Clearstream, Luxembourg whose Old
trust preferred securities are held of record by DTC, Euroclear or Clearstream,
Luxembourg who desires to deliver such Old trust preferred securities by
book-entry transfer at DTC, Euroclear or Clearstream, Luxembourg, as the case
may be.
The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Exchange Offers. Holders who wish to tender their Old trust preferred
securities must complete this letter in its entirety, except as provided herein.
All capitalized terms used herein without definition but defined in the
Prospectus (whether or not capitalized in the Prospectus) shall have the meaning
ascribed to them in the Prospectus.
The instructions included with this Letter of Transmittal must be followed.
Questions and requests for assistance or for additional copies of the
Prospectus, this Letter of Transmittal and the Notice of Guaranteed Delivery may
be directed to State Street Bank and Trust Company, Exchange Agent for the USD
Exchange Offer, or to Deutsche Bank AG London, the Exchange Agent for the Euro
Exchange Offer, as the case may be. See Instruction 8 herein.
HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFERS AND TENDER THEIR OLD TRUST
PREFERRED SECURITIES MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY,
EXCEPT AS PROVIDED HEREIN.
List below the Old trust preferred securities to which this Letter of
Transmittal relates. If the space provided below is inadequate, list the
certificate numbers and aggregate liquidation amounts on a separately executed
schedule and affix the schedule to this Letter of Transmittal. Tenders of Old
Trust preferred securities will be accepted only in minimum liquidation amounts
of U.S. $100,000 or E 100,000, and integral multiples of authorized
denominations of U.S. $1,000 or E 1,000 in excess thereof.
4
<Table>
- ----------------------------------------------------------------------------------------------------------
DESCRIPTION OF OLD TRUST PREFERRED SECURITIES
- ----------------------------------------------------------------------------------------------------------
AGGREGATE
CERTIFICATE NUMBER(S) LIQUIDATION AMOUNT
NAME(S) AND ADDRESS(ES) OF HOLDER(S) (ATTACH SIGNED LIST TENDERED
(PLEASE FILL IN, IF BLANK) IF NECESSARY)* (IF LESS THAN ALL)**
- ----------------------------------------------------------------------------------------------------------
---------------------------------------------
---------------------------------------------
- ----------------------------------------------------------------------------------------------------------
TOTAL LIQUIDATION AMOUNT OF OLD TRUST PREFERRED SECURITIES TENDERED:
- ----------------------------------------------------------------------------------------------------------
</Table>
* Need not be completed by Holders tendering by book-entry transfer.
** Need not be completed by Holders who wish to tender with respect to all Old
Trust preferred securities listed. See Instruction 2.
- --------------------------------------------------------------------------------
[ ] CHECK HERE IF TENDERED OLD USD TRUST PREFERRED SECURITIES ARE BEING
DELIVERED BY DTC TO THE ACCOUNT OF THE EXCHANGE AGENT FOR THE USD EXCHANGE
OFFER AT DTC AND COMPLETE THE FOLLOWING (USD TRUST PREFERRED SECURITIES
ONLY):
NAME OF TENDERING INSTITUTION:
-----------------------------------------------
DTC BOOK-ENTRY ACCOUNT:
------------------------------------------------------
TRANSACTION CODE NO.:
--------------------------------------------------------
Holders who wish to tender their Old USD trust preferred securities and (i)
whose Old USD trust preferred securities are not immediately available, or (ii)
who cannot deliver their Old USD trust preferred securities, the Letter of
Transmittal or any other required documents to the Exchange Agent for the USD
Exchange Offer prior to the Expiration Date, or cannot complete the procedure
for book-entry transfer on a timely basis, may effect a tender according to the
guaranteed delivery procedures set forth in the Prospectus under the caption
"The Exchange Offers--Guaranteed Delivery of Old USD Trust Preferred
Securities."
[ ] CHECK HERE IF TENDERED OLD USD TRUST PREFERRED SECURITIES ARE BEING
DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED
TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING (USD TRUST PREFERRED
SECURITIES ONLY):
NAME(S) OF HOLDER(S) OF OLD USD TRUST PREFERRED SECURITIES:
------------------
-----------------------------------------------------------------------------
WINDOW TICKET NO. (IF ANY):
--------------------------------------------------
DATE OF EXECUTION OF NOTICE OF GUARANTEED DELIVERY:
--------------------------
-----------------------------------------------------------------------------
NAME OF ELIGIBLE INSTITUTION THAT GUARANTEED DELIVERY:
-----------------------
-----------------------------------------------------------------------------
DTC BOOK-ENTRY ACCOUNT NO.:
--------------------------------------------------
IF DELIVERED BY BOOK-ENTRY TRANSFER:
-----------------------------------------
NAME OF TENDERING INSTITUTION:
----------------------------------------
TRANSACTION CODE NO.:
-------------------------------------------------
[ ] CHECK HERE IF YOU ARE A PARTICIPATING BROKER-DEALER AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
SUPPLEMENTS THERETO (SEE "THE EXCHANGE OFFERS--RESALES OF TRUST PREFERRED
SECURITIES").
NAME:
-------------------------------------------------------------------
ADDRESS:
----------------------------------------------------------------
5
Ladies and Gentlemen:
Subject to the terms of the applicable Exchange Offer, the undersigned
hereby tenders to Fresenius Medical Care Capital Trust IV, or to Fresenius
Medical Care Capital Trust V, as applicable (individually, a "Trust" and,
collectively, the "Trusts"), the aggregate liquidation amount of Old trust
preferred securities indicated above. For avoidance of doubt, tenders of Old USD
trust preferred securities are made solely to Trust IV and tenders of Old Euro
trust preferred securities are made solely to Trust V. Subject to and effective
upon the acceptance for exchange of the aggregate liquidation amount of Old
trust preferred securities tendered in accordance with this Letter of
Transmittal, the undersigned sells, assigns and transfers to, or upon the order
of, the applicable Trust all right, title and interest in and to the Old trust
preferred securities tendered hereby. The undersigned hereby irrevocably
constitutes and appoints
(a) with respect to tenders of Old USD trust preferred securities,
State Street Bank and Trust Company, the Exchange Agent for the USD
Exchange Offer, as the undersigned's agent and attorney-in-fact (with full
knowledge that State Street Bank and Trust Company also acts as the agent
of Trust IV and as Trustee under the Indentures for the notes and under the
trust declarations for the Old trust preferred securities and the trust
preferred securities) and
(b) with respect to tenders of Old Euro trust preferred securities,
Deutsche Bank AG London, the Exchange Agent for the Euro Exchange Offer,
its agent and attorney-in-fact (with full knowledge that Deutsche Bank AG
London also acts as the agent of Trust V and as paying agent for the Euro
trust preferred securities and common depositary for Euroclear and
Clearstream, Luxembourg,
in each case with respect to the tendered Old trust preferred securities and
with full power of substitution to (i) deliver certificates for such Old trust
preferred securities to the applicable Trust, or transfer ownership of such Old
trust preferred securities on the account books maintained by DTC, Euroclear or
Clearstream, Luxembourg, as the case may be, together, in any such case, with
all accompanying evidences of transfer and authenticity to, or upon the order
of, the applicable Trust and (ii) present such Old trust preferred securities
for transfer on the books of the applicable Trust and receive all benefits and
otherwise exercise all rights of beneficial ownership of such Old trust
preferred securities, all in accordance with the terms of the USD Exchange Offer
or the Euro Exchange Offer, as the case may be. The powers of attorney granted
in this paragraph shall be deemed irrevocable and coupled with an interest.
The undersigned hereby represents and warrants that he or she has full
power and authority to tender, sell, assign and transfer the Old trust preferred
securities tendered hereby and that each Trust to which such tender is made will
acquire good and unencumbered title thereto, free and clear of all liens,
restrictions, charges and encumbrances and not subject to any adverse claim,
when the same are acquired by the Trust. The undersigned also acknowledges that
the Exchange Offers are being made in reliance upon interpretations by the staff
of the Securities and Exchange Commission that securities such as the trust
preferred securities issued in exchange for the Old trust preferred securities
pursuant to the Exchange Offers may be offered for sale, resold and otherwise
transferred by holders thereof (other than any such holder that is an
"affiliate" of the Trust within the meaning of Rule 405 under the Securities
Act) without compliance with the registration and prospectus delivery provisions
of the Securities Act, provided that such trust preferred securities are
acquired in the ordinary course of such holder's business and such holders have
no arrangement with any person to participate in the distribution of such trust
preferred securities. If the undersigned is not a broker-dealer, the undersigned
represents that it is not engaged in, and does not intend to engage in, a
distribution of the trust preferred securities. If the undersigned is a
broker-dealer that will receive trust preferred securities from its own account
in exchange for Old trust preferred securities, the undersigned represents that
such Old trust preferred securities were acquired as a result of market-making
activities or other trading activities and acknowledges that it will deliver a
prospectus meeting the requirements of the Securities Act in connection with any
resale of such trust preferred securities; however, by so acknowledging and by
delivering a prospectus, the undersigned will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act.
The undersigned Holder represents that (i) the trust preferred securities
to be acquired pursuant to the Exchange Offers are being obtained in the
ordinary course of business of the person receiving such
6
trust preferred securities, whether or not such person is such Holder, (ii)
neither the Holder of Old trust preferred securities nor any other person has an
arrangement or understanding with any person to participate in the distribution
of such trust preferred securities, (iii) if the Holder is not a broker-dealer,
or is a broker-dealer but will not receive trust preferred securities for its
own account in exchange for Old trust preferred securities, neither the Holder
nor any such other person is engaged in or intends to participate in the
distribution of such trust preferred securities and (iv) neither the Holder nor
any such other person is an "affiliate" of the Trusts within the meaning of Rule
405 of the Securities Act or, if such Holder is an affiliate, that such Holder
will comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable.
Fresenius Medical Care and the Trusts have agreed that, subject to the
provisions of the Registration Rights Agreements, the Prospectus, as it may be
amended or supplemented from time to time, may be use by a participating
broker-dealer in connection with resales of trust preferred securities received
in exchange or Old trust preferred securities, where such Old trust preferred
securities were acquired by such participation broker-dealer for its own account
as a result of market-making activities or other trading activities, for a
period ending upon the earlier to occur of 90 days following the Expiration Date
(subject to extension under certain limited circumstances described in the
Prospectus) or the date on which all trust preferred securities have been
disposed of by such participating broker-dealer. In that regard, each
participating broker-dealer who acquired Old trust preferred securities for its
own account as a result of market-making or other trading activities, by
tendering such Old trust preferred securities and executing this letter of
transmittal, agrees that, upon receipt of notice from Fresenius Medical Care AG
or a Trust of the occurrence of any event or the discovery of any fact which
makes any statement contained or incorporated by reference in the Prospectus
untrue in any material respect or which causes the Prospectus to omit to state a
material fact necessary in order to make the statements contained or
incorporated by reference therein in the light of the circumstances under which
they were made, not misleading or of the occurrence of certain other events
specified in the Registration Rights Agreements, such participating
broker-dealer will suspend the sale of trust preferred securities until the
prospectus has been amended or supplemented to correct such misstatement or
omission and copies of the amended or supplemented prospectus have been
furnished to the participating broker-dealer or Fresenius Medical Care AG or a
Trust has given notice that the sale of the trust preferred securities may be
resumed, as the case may be. If Fresenius Medical Care or a Trust gives such
notice to suspend the sale of the trust preferred securities it shall extend the
90-day period referred to above during which participating broker-dealers are
entitled to use the prospectus in connection with resales of trust preferred
securities by the number of days during the period from and including the date
of the giving of such notice to and including the date when participating
broker-dealers shall have received copies of the supplemented or amended
prospectus necessary to permit resales of the trust preferred securities or to
and including the date on Fresenius Medical Care or a Trust has given notice
that the sale of trust preferred securities may be resumed, as the case may be.
The undersigned will, upon request, execute and deliver any additional
documents deemed by Fresenius Medical Care AG, the applicable Exchange Agent or
the applicable Trust to be necessary or desirable to complete the assignment and
transfer of the Old trust preferred securities tendered hereby.
For purposes of the Exchange Offers, a Trust shall be deemed to have
accepted validly tendered Old trust preferred securities when, as and if the
Trust has given oral or written notice thereof to the applicable Exchange Agent
and complied with the applicable provisions of the Registration Rights
Agreements. If any tendered Old trust preferred securities are not accepted for
exchange pursuant to the applicable Exchange Offer for any reason or if Old
trust preferred securities are submitted for a greater aggregate liquidation
amount than the Holder desires to exchange, such unaccepted or non-exchanged Old
trust preferred securities will be returned without expense to the tendering
Holder thereof (or, in the case of Old trust preferred securities tendered by
book-entry transfer pursuant to the book-entry transfer procedures described in
the Prospectus under "The Exchange Offers--Procedures for Tendering Old Trust
Preferred Securities--Book-Entry Transfer," such non-exchanged trust preferred
securities will be credited
7
to an account maintained with DTC, Euroclear, or Clearstream, Luxembourg, as the
case may be) as promptly as practicable after the expiration or termination of
the applicable Exchange Offer.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned and every obligation under this Letter of Transmittal shall be
binding upon the undersigned's heirs, personal representatives, successors and
assigns.
The undersigned understands that tenders of Old trust preferred securities
pursuant to the procedures described under the caption "The Exchange
Offers--Procedures for Tendering Old Trust Preferred Securities--Book-Entry
Transfer" in the Prospectus and in the instructions hereto will constitute a
binding agreement between the undersigned and the Trust to which such tender is
made upon the terms and subject to the conditions of the applicable Exchange
Offer.
Unless otherwise indicated under "Special Issuance Instructions," please
issue the certificates representing the trust preferred securities issued in
exchange for the Old trust preferred securities accepted for exchange and return
any Old trust preferred securities not tendered or not exchanged, in the name(s)
of the undersigned (or in either such event in the case of Old trust preferred
securities tendered through DTC, Euroclear or Clearstream, Luxembourg, by credit
to the account at DTC, Euroclear or Clearstream, Luxembourg). Similarly, unless
otherwise indicated under "Special Delivery Instructions," please send the
certificates representing the trust preferred securities issued in exchange for
the Old trust preferred securities accepted for exchange and any certificates
for Old trust preferred securities not tendered or not exchanged (and
accompanying documents, as appropriate) to the undersigned at the address shown
below the undersigned's signatures, unless, in either event, tender is being
made through DTC, Euroclear or Clearstream, Luxembourg. In the event that both
"Special Issuance Instructions" and "Special Delivery Instructions" are
completed, please issue the certificates representing the trust preferred
securities issued in exchange for the Old trust preferred securities accepted
for exchange and return any Old trust preferred securities not tendered or not
exchanged in the name(s) of, and send said certificates to, the person(s) so
indicated. The undersigned recognizes that a Trust has no obligation pursuant to
the "Special Issuance Instructions" and "Special Delivery Instructions" to
transfer any Old trust preferred securities from the name of the registered
holder(s) thereof if the Trust does not accept for exchange any of the Old trust
preferred securities so tendered.
8
PLEASE SIGN HERE
(To Be Completed by All Tendering Holders of Old trust preferred securities
Regardless of Whether Old trust preferred securities Are Being Physically
Delivered Herewith)
This Letter of Transmittal must be signed by the Holder(s) of Old trust
preferred securities exactly as their name(s) appear(s) on certificate(s) for
Old trust preferred securities or, if tendered by a participant in DTC, exactly
as such participant's name appears on a security position listing as the owner
of Old trust preferred securities, or by person(s) authorized to become
registered Holder(s) by endorsements and documents transmitted with this Letter
of Transmittal. If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must set forth his or her full title below
under "Capacity" and submit satisfactory evidence of such person's authority to
so act. See Instruction 3 herein.
If the signature appearing below is not of the registered Holder(s) of the
Old trust preferred securities, then the registered Holder(s) must sign a valid
proxy.
<Table>
X Date:
--------------------------------------------------- ------------------------------------------------
X Date:
--------------------------------------------------- ------------------------------------------------
SIGNATURE(S) OF HOLDER(S) OR
AUTHORIZED SIGNATORY
Name(s): Address:
-------------------------------------------- ----------------------------------------------
- ----------------------------------------------------- ------------------------------------------------------
(PLEASE PRINT) (INCLUDING ZIP CODE)
Capacity(ies): Area Code and Telephone No:
--------------------------------------- ---------------------------
Social Security No(s).:
------------------------------
</Table>
PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN
SIGNATURE GUARANTEE
(SEE INSTRUCTION 3 HEREIN)
CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION
- --------------------------------------------------------------------------------
(NAME OF ELIGIBLE INSTITUTION GUARANTEEING SIGNATURES)
- --------------------------------------------------------------------------------
(ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NUMBER (INCLUDING AREA CODE) OF
FIRM)
- --------------------------------------------------------------------------------
(AUTHORIZED SIGNATURE)
- --------------------------------------------------------------------------------
(PRINTED NAME)
- --------------------------------------------------------------------------------
(TITLE)
DATE:
-------------------------------------------
9
- -------------------------------------------------------------------------------
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTION 4 HEREIN)
To be completed ONLY if certificates for Old trust preferred securities in an
aggregate liquidation amount not tendered are to be issued in the name of, or
the trust preferred securities issued pursuant to the Exchange Offers are to be
issued to the order of, someone other than the person or persons whose
signature(s) appear(s) within this Letter of Transmittal or issued to an address
different from that shown in the box entitled "Description of Old trust
preferred securities" within this Letter of Transmittal, or if Old trust
preferred securities tendered by book-entry transfer that are not accepted for
purchase are to be credited to an account maintained at a clearing agency other
than the account at such clearing agency indicated above.
Name:
---------------------------------------------------------------------------
(PLEASE PRINT)
Address:
------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(PLEASE PRINT)
- --------------------------------------------------------------------------------
ZIP CODE
- --------------------------------------------------------------------------------
TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER
(SEE SUBSTITUTE FORM W-9 HEREIN)
- --------------------------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTION 4 HEREIN)
To be completed ONLY if certificates for Old trust preferred securities in an
aggregate liquidation amount not tendered or not accepted for purchase or the
trust preferred securities issued pursuant to the Exchange Offers are to be sent
to someone other than the person or persons whose signature(s) appear(s) within
this Letter of Transmittal or to an address different from that shown in the box
entitled "Description of Old trust preferred securities" within this Letter of
Transmittal or to be credited to an account maintained at a clearing agency
other than the account at such clearing agency indicated above.
Name:
---------------------------------------------------------------------------
(PLEASE PRINT)
Address:
------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(PLEASE PRINT)
- --------------------------------------------------------------------------------
ZIP CODE
- --------------------------------------------------------------------------------
TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER
(SEE SUBSTITUTE FORM W-9 HEREIN)
- --------------------------------------------------------------------------------
10
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFERS AND THE SOLICITATION
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OLD TRUST PREFERRED
SECURITIES. The certificates for the tendered Old trust preferred securities
(or a confirmation of a book-entry transfer into the account of the Exchange
Agent for the USD Exchange Offer at DTC, or pursuant to Euroclear's or
Clearstream, Luxembourg's standard operating procedures for all Old trust
preferred securities delivered electronically), as well as a properly completed
and duly executed copy of this Letter of Transmittal or facsimile hereof and any
other documents required by this Letter of Transmittal must be received by the
Exchange Agent for the USD Exchange Offer at its address set forth herein prior
to 5:00 P.M., New York City time in the case of the USD Exchange Offer, and by
the Exchange Agent for the Euro Exchange Offer at its address set forth herein
prior to 5:00 P.M., London time, in the case of the Euro Exchange Offer, on the
Expiration Date. The method of delivery of the tendered Old trust preferred
securities, this Letter of Transmittal and all other required documents to the
Exchange Agent for the USD Exchange Offer or to Euroclear or Clearstream,
Luxembourg for the Euro Exchange Offer are at the election and risk of the
Holder and, except as otherwise provided below, the delivery will be deemed made
only when actually received by the Exchange Agent for the USD Exchange Offer or
by Euroclear or Clearstream, Luxembourg, as the case may be. Instead of delivery
by mail, it is recommended that the Holder use an overnight or hand delivery
service. In all cases, sufficient time should be allowed to assure timely
delivery. No Letter of Transmittal or Old trust preferred securities should be
sent to the Trusts.
Holders who wish to tender their Old USD trust preferred securities and (i)
whose Old USD trust preferred securities are not immediately available or (ii)
who cannot deliver their Old trust preferred securities, this Letter of
Transmittal or any other documents required hereby to the Exchange Agent for the
USD Exchange Offer prior to the Expiration Date, or who cannot complete the
procedure for book-entry transfer on a timely basis must tender their Old trust
preferred securities and follow the guaranteed delivery procedures set forth in
the Prospectus under "The Exchange Offers--Guaranteed Delivery of Old USD Trust
Preferred Securities." Pursuant to such procedures: (i) such tender must be made
by or through an Eligible Institution (as defined below); (ii) prior to the
Expiration Date, the Exchange Agent for the USD Exchange Offer must have
received from the Eligible Institution a properly completed and duly executed
Notice of Guaranteed Delivery (by facsimile transmission, mail or hand delivery)
setting forth the name and address of the Holder of the Old USD trust preferred
securities, the certificate number or numbers of such Old USD trust preferred
securities and the aggregate liquidation amount of Old USD trust preferred
securities tendered, stating that the tender is being made thereby and
guaranteeing that within three New York Stock Exchange trading days after the
Expiration Date, this Letter of Transmittal (or copy thereof) together with the
certificate(s) representing the Old USD trust preferred securities (or a
confirmation of electronic mail delivery of book-entry delivery into the account
of the Exchange Agent for the USD Exchange Offer at DTC) and any of the required
documents will be deposited by the Eligible Institution with the Exchange Agent
for the USD Exchange Offer; and (iii) such properly completed and executed
Letter of Transmittal (or copy thereof), as well as all other documents required
by this Letter of Transmittal and the certificate(s) representing all tendered
Old trust preferred securities in proper form for transfer or a confirmation of
electronic mail delivery of book-entry delivery into the account of Exchange
Agent for the USD Exchange Offer at DTC, must be received by that Exchange Agent
within three New York Stock Exchange trading days after the Expiration Date, all
as provided in the Prospectus under the caption "The Exchange Offers--Procedures
for Tendering Old Trust Preferred Securities--Book-Entry Transfer--USD Exchange
Offer." Any Holder of Old USD trust preferred securities who wishes to tender
his Old USD trust preferred securities pursuant to the guaranteed delivery
procedures described above must ensure that the Exchange Agent for the USD
Exchange Offer receives the Notice of Guaranteed Delivery prior to 5:00 P.M.,
New York City time, on the Expiration Date.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of tendered Old trust preferred securities
will be determined by Fresenius Medical Care AG
1
11
and the applicable Trust in their sole discretion, which determination will be
final and binding. Fresenius Medical Care AG and each Trust reserve the absolute
right to reject any and all Old trust preferred securities not properly tendered
or any Old trust preferred securities the acceptance of which would, in the
opinion of counsel for Fresenius Medical Care AG and the Trust, be unlawful.
Fresenius Medical Care AG and each Trust also reserve the absolute right to
waive any defects, irregularities or conditions of tender as to particular Old
trust preferred securities. Their interpretation of the terms and conditions of
the Exchange Offers (including the instructions in this Letter of Transmittal)
will be final and binding on all parties. Unless waived, any defects or
irregularities in connection with tenders of Old trust preferred securities must
be cured within such time as Fresenius Medical Care AG and the applicable Trust
shall determine. Although the Trusts may notify Holders of defects or
irregularities with respect to tenders of Old trust preferred securities, none
of Fresenius Medical Care AG, either Trust, either Exchange Agent or any other
person shall be under any duty to give notification of defects or irregularities
with respect to tenders of Old trust preferred securities, nor shall any of them
incur any liability for failure to give such notification. Tenders of Old trust
preferred securities will not be deemed to have been made until such defects or
irregularities have been cured or waived. Any Old trust preferred securities
received by the Exchange Agent for the USD Exchange Offer or by Euroclear or
Clearstream, Luxembourg in connection with the Euro Exchange Offer, that are not
properly tendered and as to which the defects or irregularities have not been
cured or waived will be returned without cost to the tendering Holders of Old
trust preferred securities, unless otherwise provided in this Letter of
Transmittal, as soon as practicable following the Expiration Date.
2. PARTIAL TENDERS. Tenders of Old trust preferred securities will be
accepted only in minimum liquidation amounts of U.S. $100,000 or E 100,000, and
integral multiples of U.S. $1,000 or E 1 000 in excess thereof. If less than the
entire aggregate liquidation amount of any Old trust preferred securities is
tendered, the tendering Holder should fill in the aggregate liquidation amount
tendered in the third column of the chart entitled "Description of Old trust
preferred securities." The entire aggregate liquidation amount of Old trust
preferred securities delivered by the Holder will be deemed to have been
tendered unless otherwise indicated. If the entire aggregate liquidation amount
of all Old trust preferred securities is not tendered, Old trust preferred
securities for the aggregate liquidation amount of Old trust preferred
securities actually delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated. If the entire aggregate liquidation amount
of all Old trust preferred securities is not tendered, Old trust preferred
securities for the aggregate liquidation amount of Old trust preferred
securities not tendered and a certificate or certificates representing trust
preferred securities issued in exchange of any Old trust preferred securities
accepted will be sent to the Holder at his or her registered address, unless a
different address is provided in the appropriate box on this Letter of
Transmittal or unless tender is made through DTC, Euroclear or Clearstream,
Luxembourg, promptly after the Old trust preferred securities are accepted for
exchange.
3. SIGNATURES ON THE LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES. If this Letter of Transmittal (or copy hereof) is
signed by the registered Holder(s) of the Old trust preferred securities
tendered hereby, the signature must correspond with the name(s) as written on
the face of the Old trust preferred securities without alteration, enlargement
or any change whatsoever.
If this Letter of Transmittal (or copy hereof) is signed by the registered
Holder(s) of Old trust preferred securities tendered and the certificate(s) for
trust preferred securities issued in exchange therefor is to be issued (or any
untendered aggregate liquidation amount of Old trust preferred securities is to
be reissued) to the registered Holder, such Holder need not and should not
endorse any tendered Old trust preferred security, nor provide a separate bond
power. In any other case, such holder must either properly endorse the Old trust
preferred securities tendered or transmit a properly completed separate bond
power with this Letter of Transmittal, with the signatures on the endorsement or
bond power guaranteed by an Eligible Institution.
If this Letter of Transmittal (or copy hereof) is signed by a person other
than the registered Holder(s) of Old trust preferred securities listed therein,
such Old trust preferred securities must be endorsed or accompanied by properly
completed bond powers which authorize such person to tender the
2
12
Old trust preferred securities on behalf of the registered Holder, in either
case signed as the name of the registered Holder or Holders appears on the Old
trust preferred securities.
If this Letter of Transmittal (or copy hereof) or any Old trust preferred
securities or bond powers are signed by trustees, executors, administrators,
guardians, attorneys-in-fact, or officers of corporations or others acting in a
fiduciary or representative capacity, such persons should so indicate when
signing, and unless waived by the applicable Trust, evidence satisfactory to
that Trust of their authority to so act must be submitted with this Letter of
Transmittal.
Endorsements on Old trust preferred securities or signatures on bond powers
required by this Instruction 3 must be guaranteed by an Eligible Institution.
Signatures on this Letter of Transmittal (or copy hereof) or a notice of
withdrawal, as the case may be, must be guaranteed by a member firm of a
registered national securities exchange or of the National Association of
Securities Dealers, Inc., a commercial bank or trust company having an office or
correspondent in the United States or an "eligible guarantor institution" within
the meaning of Rule 17Ad-15 under the Exchange Act (an "Eligible Institution")
unless the Old trust preferred securities tendered pursuant thereto are tendered
(i) by a registered Holder (including any participant in DTC, Euroclear or
Clearstream, Luxembourg whose name appears on a security position listing as the
owner of Old trust preferred securities) who has not completed the box set forth
herein entitled "Special Issuance Instructions" or "Special Delivery
Instructions" of this Letter of Transmittal or (ii) for the account of an
Eligible Institution.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering Holders should
indicate in the applicable spaces the name and address to which trust preferred
securities or substitute Old trust preferred securities for aggregate
liquidation amounts not tendered or not accepted for exchange are to be issued
or sent, if different from the name and address of the person signing this
Letter of Transmittal (or in the case of tender of the Old trust preferred
securities through DTC, Euroclear or Clearstream, Luxembourg, if different from
the account maintained at DTC, Euroclear or Clearstream, Luxembourg indicated
above). In the case of issuance in a different name, the taxpayer identification
or social security number of the person named must also be indicated.
5. TRANSFER TAXES. The Trust will pay all transfer taxes, if any,
applicable to the exchange of Old trust preferred securities pursuant to the
Exchange Offers. If, however, certificates representing trust preferred
securities or Old trust preferred securities for aggregate liquidation amounts
not tendered or accepted for exchange are to be delivered to, or are to be
registered or issued in the name of, any person other than the registered Holder
of the Old trust preferred securities tendered hereby, or if tendered Old trust
preferred securities are registered in the name of any person other than the
person signing this Letter of Transmittal, or if a transfer tax is imposed for
any reason other than the exchange of Old trust preferred securities pursuant to
the Exchange Offers, then the amount of any such transfer taxes (whether imposed
on the registered Holder or any other person) will be payable by the tendering
Holder. If satisfactory evidence of payment of such taxes or exemption therefrom
is not submitted with this Letter of Transmittal, the amount of such transfer
taxes will be billed directly to such tendering Holder.
Except as provided in this Instruction 5, it will not be necessary for
transfer tax stamps to be affixed to the Old trust preferred securities listed
in this Letter of Transmittal.
6. WAIVER OF CONDITIONS. Fresenius Medical Care AG and the Trusts reserve
the absolute right to amend, waive or modify specified conditions in the
Exchange Offers in the case of any Old trust preferred securities tendered.
7. MUTILATED, LOST, STOLEN OR DESTROYED OLD TRUST PREFERRED SECURITIES.
Any tendering Holder whose Old trust preferred securities have been mutilated,
lost, stolen or destroyed should contact the Exchange Agent for the USD Exchange
Offer or the Exchange Agent for the Euro Exchange Offer, as the case may be, at
their respective addresses indicated herein for further instruction.
3
13
8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests
for assistance and requests for additional copies of the Prospectus or this
Letter of Transmittal may be directed to the Exchange Agent for the USD Exchange
Offer or the Exchange Agent for the Euro Exchange Offer, as the case may be, at
their respective addresses specified in the Prospectus. Holders may also contact
their broker, dealer, commercial bank, trust company or other nominee for
assistance concerning the Exchange Offers.
9. IRREGULARITIES. All questions as to the validity, form, eligibility
(including time of receipt), and acceptance of Letters of Transmittal or Old
trust preferred securities will be resolved by Fresenius Medical Care AG and the
applicable Trust, whose determination will be final and binding. Fresenius
Medical Care AG and the Trusts reserve the absolute right to reject any or all
Letters of Transmittal or tenders that are not in proper form or the acceptance
of which would, in the opinion of their counsel, be unlawful. Fresenius Medical
Care AG and the Trusts also reserve the absolute right to waive any
irregularities or conditions of tender as to the particular Old trust preferred
securities covered by any Letter of Transmittal or tendered pursuant to such
Letter of Transmittal. None of Fresenius Medical Care AG, either Trust, either
Exchange Agent or any other person will be under any duty to give notification
of any defects or irregularities in tenders or incur any liability for failure
to give any such notification. Fresenius Medical Care AG and the Trusts'
interpretation of the terms and conditions of the Exchange Offers shall be final
and binding.
4
14
IMPORTANT TAX INFORMATION
A United States Holder of the Old trust preferred securities is required to
give the Exchange Agent its social security number or employer identification
number. If the Old trust preferred securities are in more than one name or are
not in the name of the actual owner, consult the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional guidance on which number to report.
TO BE COMPLETED BY ALL UNITED STATES TENDERING HOLDERS OF OLD
USD TRUST PREFERRED SECURITIES
<Table>
PAYOR'S NAME: FRESENIUS MEDICAL CARE CAPITAL TRUST IV
SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN SOCIAL SECURITY
FORM W-9 THE BOX AT RIGHT AND CERTIFY BY NUMBER
SIGNING AND DATING BELOW OR
EMPLOYER
IDENTIFICATION
NUMBER
---------------
DEPARTMENT OF THE TREASURY PART 2 -- CERTIFICATION -- Under penalties of perjury, I certify
INTERNAL REVENUE SERVICE that:
(1) The number shown on this form is my correct Taxpayer
Identification Number (or I am waiting for a number to be issued to
me) and
(2) I am not subject to backup withholding either because: (a) I am
exempt from backup withholding, or (b) I have not been notified by
the Internal Revenue Service (the "IRS") that I am subject to
backup withholding as a result of a failure to report all
interest or dividends, or (c) the IRS has notified me that I am
no longer subject to backup withholding.
PAYER'S REQUEST FOR TAXPAYER CERTIFICATION INSTRUCTIONS -- You must PART 3 -- Check if
IDENTIFICATION NUMBER (TIN) cross out item (2) above if you have Awaiting TIN [ ]
been notified by the IRS that you are
currently subject to backup
withholding because of under-reporting
interest or dividends on your tax
return.
SIGNATUREDATE_______________
</Table>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31 PERCENT OF ANY PAYMENTS MADE TO YOU UNDER THE TRUST PREFERRED
SECURITIES. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE
IF YOU CHECKED THE BOX IN PART 3 OR SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (2)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number by the time of payment, 31%
of all reportable payments made to me will be withheld, but that such amounts
will be refunded to me if I then provide a Taxpayer Identification Number within
sixty (60) days.
<Table>
Signature Date
- ------------------------------------------------------------ -----------------------------
Name (Please Print)
- -------------------------------------------------------------------------------------------
Address (Please Print)
- -------------------------------------------------------------------------------------------
</Table>
1
15
TO BE COMPLETED BY ALL UNITED STATES TENDERING HOLDERS OF
OLD EURO TRUST PREFERRED SECURITIES
<Table>
PAYOR'S NAME: FRESENIUS MEDICAL CARE CAPITAL TRUST V
SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN SOCIAL SECURITY
FORM W-9 IN THE BOX AT RIGHT AND CERTIFY BY NUMBER
SIGNING AND DATING BELOW OR
EMPLOYER
IDENTIFICATION
NUMBER
---------------
PART 2 -- CERTIFICATION -- Under penalties of perjury, I certify
that:
(1) The number shown on this form is my correct Taxpayer
Identification Number (or I am waiting for a number to be issued
to me) and
DEPARTMENT OF THE TREASURY (2) I am not subject to backup withholding either because: (a) I
INTERNAL REVENUE SERVICE am exempt from backup withholding, or (b) I have not been
notified by the Internal Revenue Service (the "IRS") that I
am subject to backup withholding as a result of a failure to
report all interest or dividends, or (c) the IRS has
notified me that I am no longer subject to backup
withholding.
PAYER'S REQUEST FOR TAXPAYER CERTIFICATION INSTRUCTIONS -- You PART 3 -- Check if Awaiting
IDENTIFICATION NUMBER (TIN) must cross out item (2) above if TIN [ ]
you have been notified by the IRS
that you are currently subject to
back-up withholding because of
under-reporting interest or
dividends on your tax return.
SIGNATUREDATE_______________
</Table>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31 PERCENT OF ANY PAYMENTS MADE TO YOU UNDER THE TRUST PREFERRED
SECURITIES. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF
SUBSTITUTE FORM W-9.
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (2)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number by the time of payment, 31%
of all reportable payments made to me will be withheld, but that such amounts
will be refunded to me if I then provide a Taxpayer Identification Number within
sixty (60) days.
Signature Date
- -------------------------------------------------------------- ----------------
Name (Please Print)
- --------------------------------------------------------------------------------
Address (Please Print)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2
16
IMPORTANT: TO TENDER OLD USD TRUST PREFERRED SECURITIES, THIS LETTER OF
TRANSMITTAL OR A FACSIMILE THEREOF (TOGETHER WITH CERTIFICATES FOR OLD USD TRUST
PREFERRED SECURITIES AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED
DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT FOR THE USD EXCHANGE OFFER ON OR
PRIOR TO 5:00 P.M., NEW YORK CITY TIME ON THE EXPIRATION DATE.
TO TENDER OLD EURO TRUST PREFERRED SECURITIES, HOLDERS MUST COMPLY WITH THE
STANDARD PROCEDURES FOR ELECTRONIC TENDERS OF EUROCLEAR OR CLEARSTREAM,
LUXEMBOURG, AS THE CASE MAY BE, ON OR PRIOR TO 5:00 P.M., LONDON TIME, ON THE
EXPIRATION DATE, IN LIEU OF DELIVERING THIS LETTER OF TRANSMITTAL OR NOTICE OF
GUARANTEED DELIVERY TO THE EXCHANGE AGENT FOR THE EURO EXCHANGE OFFER, AS
FURTHER DESCRIBED HEREIN.
(DO NOT WRITE IN SPACE BELOW)
<Table>
<Caption>
- ---------------------------------------------------------------------------------------
Old trust preferred Old trust preferred
securities securities
Certificate Surrendered Tendered Accepted
- ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------
Delivery Prepared by ______ Checked by ____________ Date ____________________
</Table>
3
17
The Exchange Agent for the USD Exchange Offer is:
STATE STREET BANK AND TRUST COMPANY
<Table>
<Caption>
By Hand or Overnight Service: By Registered or Certified Mail: By Facsimile Transmission:
State Street Bank and Trust Company State Street Bank and Trust Company (617) 662-1452
Corporate Trust Department Corporate Trust Department
2 Avenue de Lafayette P.O. Box 778 Confirm By Telephone:
Corporate Trust Window Boston, MA 02102-0078 (617) 662-1548
5th Floor Attention: Ralph Jones
Boston, MA 02111-1724
Attention: Ralph Jones
</Table>
FOR ANY QUESTIONS REGARDING THIS LETTER OF TRANSMITTAL OR FOR ANY
ADDITIONAL INFORMATION CONCERNING THE TENDER OF OLD USD TRUST PREFERRED
SECURITIES, YOU MAY CONTACT THE EXCHANGE AGENT FOR THE USD EXCHANGE OFFER IN
BOSTON BY TELEPHONE AT (617) 662-1548, OR BY FACSIMILE AT (617) 662-1452.
The Exchange Agent for the Euro Exchange Offer is:
Deutsche Bank AG London
Winchester House
1 Great Winchester Street
London EC2N 2DB England
Attention: Corporate Trust and Agency Services
Phone: ++44 (0) 207 545-8000
Fax: ++44 (0) 207 547-0271
FOR ANY QUESTIONS REGARDING THIS LETTER OF TRANSMITTAL OR FOR ANY
ADDITIONAL INFORMATION CONCERNING THE TENDER OF OLD EURO TRUST PREFERRED
SECURITIES, YOU MAY CONTACT THE EXCHANGE AGENT IN LONDON BY TELEPHONE AT ++44
(0) 207 545-8000 OR BY FACSIMILE AT ++44 (0) 207 547-0271.
ALL OLD EURO TRUST PREFERRED SECURITIES MUST BE TENDERED BY BOOK-ENTRY
TRANSFER IN ACCORDANCE WITH THE STANDARD OPERATING PROCEDURES OF EUROCLEAR OR
CLEARSTREAM, LUXEMBOURG. HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE EURO TRUST
PREFERRED SECURITIES FOR THEIR OLD EURO TRUST PREFERRED SECURITIES PURSUANT TO
THE EURO EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW) THEIR OLD EURO
TRUST PREFERRED SECURITIES TO EUROCLEAR OR CLEARSTREAM, LUXEMBOURG, AS THE CASE
MAY BE, PRIOR TO THE EXPIRATION DATE.
1