Fresenius Medical Care AG & Co. KGaA

Governance Information • Jul 2, 2011

Declaration by the Board of Management of Fresenius Medical Care Management AG and the Supervisory Board of Fresenius Medical Care AG & Co. KGaA on the German Corporate Governance Code in accordance with Art. 161 German Stock Corporation Act (AktG)

The Supervisory Board of Fresenius Medical Care AG & Co. KGaA and the Board of Management of its General Partner (hereinafter referred to as the "Board of Management") declare that the recommendations of the "German Corporate Governance Code Government Commission", published by the Federal Ministry of Justice in the official section of the electronic Federal Gazette in the version as of May 26, 2010 have been met since issuance of the recent declaration and will continue to be met. The following recommendations are the only ones that have not been applied and are not being applied, respectively:

Code clause 4.2.3 para. 4 "Severance Payment Cap"

According to clause 4.2.3 para. 4 of the Code, in concluding Management Board contracts, care shall be taken to ensure that payments made to a Management Board member on premature termination of his contract without serious cause do not exceed the value of two years' compensation (severance payment cap) and compensate no more than the remaining term of the contract. The severance payment cap shall be calculated on the basis of the total compensation for the entire past financial year and if appropriate also the expected total compensation for the current financial year.

The employment contracts with the members of the Management Board do not contain severance payment arrangements for the case of premature termination of the contract without serious cause. Such severance payment arrangements would be contrary to the concept practiced by Fresenius Medical Care in accordance with the German Stock Corporation Act, according to which employment contracts of the members of the Management Board are, in principle, concluded for the period of their appointment. Therefore, a premature termination of the employment contract in principle requires a serious cause.

Code clause 5.1.2 "Age limit Management Board"

According to clause 5.1.2 of the Code an age limit shall be specified for members of the Management Board. As in the past, Fresenius Medical Care will refrain from determining an age limit for members of the Management Board in the future since this would limit the selection of qualified candidates.

Code clauses 5.4.1 para. 2 and para. 3 "Specification of concrete objectives regarding composition of the Supervisory Board and their consideration in making recommendations to the competent election bodies"

According to clause 5.4.1 para. 2 and 3 of the Code, the Supervisory Board shall specify concrete objectives regarding its composition and recommendations by the Supervisory Board to the competent election bodies shall take these objectives into account. The objectives specified by the Supervisory Board and the status of implementation shall be published in the Corporate Governance Report. Fresenius Medical Care does not comply with these recommendations. The composition of the Supervisory Board of Fresenius Medical Care needs to be aligned to the enterprise's interest and has to ensure the effective supervision and consultation of the Management Board. Hence, in composing the Supervisory Board, knowledge, skills and expert experience of each individual are of precedence. In contrast, fixed diversity quotas would limit the selection of qualified candidates in the same general way as an age limit.

Code clause 5.4.6 "Compensation Supervisory Board"

According to clause 5.4.6 of the Code, Members of the Supervisory Board shall receive fixed as well as performance-related compensation. The performance-related compensation should also contain components based on the long-term performance of the enterprise. In the past, Fresenius Medical Care paid a fixed compensation to the members of the Supervisory Board only, as the introduction of a performance-related compensation to the members of the Supervisory Board, linked to the success of the Company, had still been under review. On May 12, 2011, the Annual General Meeting of Fresenius Medical Care AG & Co. KGaA resolved upon the introduction of a performance-related compensation for members of the Supervisory Board.

Bad Homburg, June 2011

Fresenius Medical Care AG & Co. KGaA Supervisory Board and Management Board (of Fresenius Medical Care Management AG)