EX-99.2 4 ex99_2.txt EXHIBIT 99.2 FRESENIUS MEDICAL CARE AG CHIEF FINANCIAL OFFICER'S CERTIFICATE The undersigned, Ulf M. Schneider, HEREBY CERTIFIES that: 1. I am a member of the Board of Management and the Chief Financial Officer of Fresenius Medical Care AG (the "Company"). This Certificate is delivered pursuant to Section 2(b)(v) of the Certificate of Amendment of the Certificate of Incorporation of Fresenius Medical Care Holdings, Inc., a New York corporation ("FMCH," f/k/a Fresenius National Medical Care Holdings, Inc., f/k/a W.R. Grace & Co.) filed by the New York Secretary of State on September 27, 1996 establishing the Class D Special Dividend Stock, par value $.10 per share, of FMCH. (the "Class D Amendment"). Capitalized terms used in this Certificate without definition have the meanings assigned to them by the Class D Amendment. 2. Attached hereto as Annex A are computations of (i) the cumulative actual Adjusted Cash Flow of the Company on a consolidated basis for the five-year period beginning on January 1, 1997 and ending on December 31, 2001, and (ii) the Special Dividend Amount with respect to the Class D Special Dividend Preferred Stock of FMCH. 3. The computations of the cumulative actual Adjusted Cash Flow of the Company on a consolidated basis for the Dividend Accrual Period and the Special Dividend Amount set forth in Annex A were made in accordance with the provisions of the Class D Amendment. [The remainder of this page has been intentionally left blank] 1 IN WITNESS WHEREOF, I have executed this Certificate the 26 day of March, 2002. FRESENIUS MEDICAL CARE AG By: /s/ ULF M. SCHNEIDER ------------------------------------- Name: Ulf M. Schneider Title: Member of the Board of Management and Chief Financial Officer 2 Annex A ------- Computation of cumulative actual consolidated Adjusted Cash Flow of Fresenius Medical Care AG for the five-year period beginning January 1, 1997 through December 31, 2001 and the Special Dividend Amount, in each case in accordance with the provisions of the Class D Special Dividend Preferred Stock of Fresenius Medical Care Holdings, Inc. --- 3 FRESENIUS MEDICAL CARE AG SPECIAL DIVIDEND CALCULATION ---------------------------- Dividend Accrual Period January 1, 1997 to December 31, 2001 ------------------- $ million Adjusted cash flow to common shareholders Net income $ 136.3 Less: Preference dividends 37.5 Convertible investment securities distributions 4.1 ------------ Net income to common shareholders 94.7 Plus: Depreciation & Amortization 1,452.5 Plus: Non cash restructuring charges (after tax) Special charge for 1999 settlement 94.3 Special charge for legal matters 48.5 Discontinuned operations 105.9 Cumulative effect of accounting change 6.6 Less: After tax charges related to OIG Investigation not reflected in net income during the dividend accrual period 65.0 ------------ Adjusted cash flow to common shareholders $ 1,737.6 ============ Calculation of the Special Dividend Amount Adjusted cash flow during dividend accrual period $ 1,737.6 Less: target cash flow 3,700.0 ------------ Excess 0.0 x Percentage (not applicable) Less: $200 Million (200.0) ------------ Special Differential $ (200.0) ============ Special Dividend Payable Target Face Amount 200.0 Plus: Special Differential (200.0) ------------ Special Dividend Amount $ 0.0 ============ 4 Notes to Special Dividend Calculation: (1) Non-cash charges include only the portion of charges which did not result in an outflow of cash either during or after the five year period ended December 31, 2001, respectively. The non-cash portion of the special charge for the 1999 settlement and the special charge for legal matters comprise write-off of other assets and receivables. The remaining portion of the charges relate to historic or future cash outflows. (2) The after tax charges related to the OIG investigation not reflected in net income during the five-year period ended December 31, 2001 relate to expenses accrued as part of the purchase accounting of the 1996 merger between the Fresenius Worldwide Dialysis business and the W.R. Grace & Co. dialysis business. (3) The entire loss from discontinued operations recorded during the five-year period ended December 31, 2001 has been included as a non cash charge although it also includes cash items. 5