Fresenius Medical Care AG & Co. KGaA

Investor Presentation • Jul 19, 2005

The World's Leading Renal Therapy Company

Analyst Meeting, May 4, 2005

© Fresenius Medical Care AG

Safe harbor statement

This presentation includes certain forward-looking statements. Actual results could differ materially from those included in the forward-looking statements due to various risk factors and uncertainties, including changes in business, economic competitive conditions, regulatory reforms, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. These and other risks and uncertainties are detailed in the Company's reports filed with the Securities and Exchange Commission and the German Exchange Commission "Deutsche Börse".

1) First Quarter 2005

2) Summary of Transactions

3) The Acquisition

4) The Conversion and the Transformation

5) Conclusion

1) First Quarter 2005

Strong start into the year – Q1 2005

ß Net revenue	\$ 1,609 m	+ 10% 9% cc
ß Operating income (EBIT)	\$ 220 m	+ 11%
Margin		13.7%
ß Net income	\$ 107 m	+ 18%
Margin		6.7%
ß Free Cash Flow	\$ 98 m	- 25%

cc = constant currency

Strong revenue growth by segment in Q1 2005

Dialysis Services Q1 2005

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Dialysis Services Q1 2005

Focus on organic growth and revenue per treatment
	Total	North America	International
Organic revenue growth	+ 6.2%	+ 6.0%	+ 7.7%
Same store treatment growth	+ 4.4%	+ 3.8% 1)	+ 5.6%
Revenue per treatment (US operations)	\$ 246	\$ 293	\$ 131
Treatments (in million)	4.72	3.25	1.47
Growth	+ 3.2%	+ 2.5%	+ 4.8%

1) In-center growth of ~ 4.1%.

Dialysis Services – US operations

Dialysis Products Q1 2005

Achievements – Q1 2005

Strong performance in all key metrics

• ß Strong operational performance worldwide
• ß Very good top and bottom line growth
• ß Good quarterly cash flow generation
• ß Good revenue per treatment development in North America

Re-iterate full year guidance

Strong top and bottom line growth

\$ in millions	Q1 2005	Q1 2004	%
Net revenue	1,609	1,459	* + 10
Operating income (EBIT)	220	198	+ 11
EBIT margin in %	13.7 **	13.6
Net income	107	91	+ 18
EPS per ordinary shares (\$)	1.11	0.94	+ 18

* 9% growth at constant currency

** EBIT margin excl. FIN46 would have been 13.9%

Days Sales Outstanding (DSO) – impressive development

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Cash Flow

\$ in millions	Q1 2005	Q1 2004	%
Net cash provided by operating activities	138	171	(19)
1) Capital expenditures (net)	(40)	(41)
Free Cash Flow	98	130	(25)
Acquisitions	(22)	(42)
Free Cash Flow after acquisitions	76	88	(13)

A reconciliation to the most directly comparable US-GAAP financial measure is provided in the attachment. 1)

Financial ratio – continued improvement

\$ in millions		March 31, 2005	December 31, 2004
1) EBITDA (annualized)		1,121	1,098
1) Dec. 31, 2004 Debt	2,479
1) + CapEx	40
+ Acquisitions	22
- FX-debt translation effects	46
- Others	14
- Cash from operating activities	138
Mar. 31, 2005 Debt 1)		2,343	2,479
Total debt / EBITDA		2.09	2.26

A reconciliation to the most directly comparable US-GAAP financial measure is provided in the attachment. 1)

Outlook 2005 – FME pre RCG acquisition

	Original guidance	Q1 2005	Outlook
Net revenue (at constant currency)	6 - 9 %	+ 9%	confirm
Net income	low double digit	+ 18%	confirm

Capital expenditure	~ \$ 350 - 400 m	\$ 40 m	confirm
Acquisition budget	~ \$ 200 - 250 m	\$ 22 m	confirm

2) Summary of Transactions

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Overview

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Strategic rationale

	ß RCG: fast-growing, highly profitable company providing an excellent geographic fit and clearly enhancing FME's top-line growth and margins
The	ß Combines the key success factors in the industry - attractive payor mix and cost leadership
Acquisition	ß Solidifies FME's position as the leader in the US dialysis services market, the largest dialysis service market in the world
	ß Acquisition neutral to slightly accretive to earnings in 2006 and clearly accretive from 2007 onward

FME = Fresenius Medical Care

Strategic rationale

	ß Create single share class
	ß Seek to improve trading liquidity in ordinary shares
The Conversion	ß DAX ranking expected to benefit from increased index relevant free float
and the Transformation	ß Increase financial flexibility to exploit future profitability opportunities
	ß High corporate governance standards and transparency

Envisaged timeline 2005

May 4	ß Announcement of transactions
	ß Filing with Securities Exchange Commission (F4-report)
May 24	ß FME Annual General Meeting
Q3	ß SEC approval of F4-report expected ß FME Invitation to Extraordinary General Meeting
	ß RCG Extraordinary General Meeting to approve acquisition
	ß FME Extraordinary General Meeting - Ordinary shareholders to approve transformation into KGaA and conversion of preference shares into ordinary shares - Preference shareholders to approve conversion of preference shares into ordinary shares
Q4	ß Antitrust approval, closing of acquisition ß Conversion period for preference shares ß KGaA transformation and preference share conversion become effective
FME = Fresenius Medical Care	RCG = Renal Care Group

3) The Acquisition

FME's strategy – GOAL 2010*

Growth Opportunities to Assure Leadership in 2010

* Prior to RCG acquisition

RCG at a glance

• ß One of the fastest growing companies in the US dialysis market with attractive payor-mix
• ß Recognized for high profitability and excellent clinical outcomes (pharma-intensity comparable to FME)
• ß Fourth largest provider of outpatient renal care and ancillary services in the US
• ß Highly regarded management
• ß Currently over 30,400 patients; 425 outpatient dialysis clinics in 34 US states
• ß At closing over 32,000 patients in more than 430 clinics are projected

Industry leading profitability and growth

Note: Historical figures as reported Source: Company reports, broker consensus estimates

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Enhancing top-line growth and margins

FME = Fresenius Medical Care RCG = Renal Care Group

Enhancing top-line growth and margins (continued)

• ß RCG & FME sustained high quality of care will lead to higher organic growth
• ß Potential to improve margins through the combination of service network and achieving better economies of scale / synergies

FME = Fresenius Medical Care RCG = Renal Care Group

Complementary service network

© Fresenius Medical Care AG

Attractive payor mix

FME = Fresenius Medical Care RCG = Renal Care Group

Strengthening leading market position

© Fresenius Medical Care AG

Clearly earnings accretive in Year 2 after acquisition

ß Neutral to slightly accretive to earnings in 2006 and clearly accretive from 2007 onward ß Attractive Internal Rate of Return

Key benefits from the acquisition of RCG

• 1. RCG is a fast-growing, highly profitable company which will enhance FME's top-line growth and margins
• 1. Combination of two key success factors cost leadership and attractive service network – under common vision of high quality of care and a shared dedication to innovative treatment models and compliance C
• 1. RCG provides an excellent strategic and geographic fit to FME's US operations
• 1. FME strengthens global market leadership with leading position in the US, the largest market in the world
• 1. Acquisition neutral to slightly accretive to earnings in 2006 and clearly accretive from 2007 onward

FME = Fresenius Medical Care RCG = Renal Care Group

4) The Conversion and the Transformation

DISCLAIMER

This presentation does not constitute an offer to convert preference shares into ordinary shares or a solicitation of offers to convert preference shares into ordinary shares, or an offer to sell or solicitation of any offer to purchase shares of Fresenius Medical Care KGaA. Such offer may be made only at a later stage and, in certain jurisdictions, by a prospectus. Investors are urged to read the prospectus that we will file with the US Securities and Exchange Commission. As soon as available you can obtain a copy of the prospectus without charge from the Commissions web page, www.sec.gov.

The Conversion and the Transformation

Two key interrelated initiatives

1. Convert preference shares into ordinary shares (Conversion)

in combination with

2. Change Company's legal form from "AG" to "KGaA" (Transformation)

© Fresenius Medical Care AG

The Conversion of the preference shares

Key benefits

1. Create one share class

• ß Simplify corporate share structure
• ß Substantially improved liquidity
• ß Increase index-relevant free float

2. Increase flexibility to efficiently finance future growth initiatives

• ß Ability to issue ordinary shares
• ß No preference share discount

Substantially improved liquidity

Substantial increase of liquidity in ordinary shares to be expected following preference share conversion

Increased index-relevant free float

* Addition of free float market cap of ordinary and preference shares assuming 100% conversion of preference shares Note: Based on Deutsche Boerse DAX ranking as of March 31, 2005

Preference shares conversion

Terms

• 1. Voluntary exchange at ratio 1:1
• 2. Conversion premium of € 12.25 to be paid per preference share
  • ß 2/3 of average share price spread in the last 3 months
  • ß Attractive discount of 10% = € 6.14 for preference shareholders as incentive to convert
  • ß Proceeds for FME of approx. € 322 million from conversion premium if all preference shares are exchanged
• 3. Four to six weeks tender period; no follow-up offer planned

Preference shares conversion (continued)

Viewpoint of preference shareholders

Cash Compensation (2/3 of spread)	Get a voting right n Get a voting right n Benefit from increased liquidity n Benefit from increased liquidity n Benefit from DAX membership Benefit from DAX membership n n
Incentive (1/3 of spread)	Incentive to convert Incentive to convert n n Capital transactions typically done at discount n Capital transactions typically done at discount n Lose the right for a slightly higher preferred dividend n Lose the right for a slightly higher preferred dividend n

• ß Successful precedents of Metro and MAN (both with conversion premium of 2/3)
• ß Discount to the converting preference shareholders of ~ 10% is within the limits for the premium set by the ruling of the court of Cologne (OLG) on the Metro precedent

Corporate shareholding structure – now and then

* 100% conversion of preference shares assumed

Corporate governance highlights under FME KGaA

High standard of corporate governance and transparency

• ß No change of FME Management
• ß Two independent members at FME Management AG and FME KGaA Supervisory Boards (same as today)
• ß Fresenius must hold more than 25% in FME KGaA to consolidate and control through the FME Management AG
• ß In case Fresenius sells a 25% stake or more in FME KGaA including FME Management AG, the acquirer would be required to make a take-over offer to all other shareholders; any control premium would be shared with the ordinary free float shareholders

FME = Fresenius Medical Care

Basic steps for implementation

KGaA Transformation

• 1. Ordinary shareholder's approval in EGM (75% of represented capital)
• 1. Registration of change in corporate form with German Commercial Register
• 1. New form of KGaA effective on registration

Preference share Conversion

• 1. Ordinary shareholder's approval in EGM (75% of represented capital)
• 1. Preference shareholder's approval in EGM (75% of represented capital)

EGM = Extraordinary General shareholder meeting

Key benefits of the conversion and transformation

• ß Creation of single share class by transformation of Fresenius Medical Care AG into KGaA :
  • Preference shareholders can receive ordinary shares at attractive conditions while FME receives gross proceeds of approximately € 322 million
  • Increased financial flexibility following acquisition of RCG to ensure future profitability opportunities
  • Significantly increase trading liquidity in ordinary shares
  • Improved DAX ranking

FME = Fresenius Medical Care RCG = Renal Care Group

5) Conclusion

Conclusion

Q1 2005	ß Again, demonstrated profitable above market growth in an attractive industry
RCG Acquisition	ß Acquisition of the industry leader in profit margins with excellent fit to existing service network while being clearly accretive to earnings from 2007 onward
KGaA transformation & Conversion	ß KGaA transformation and share class conversion to bolster strategic flexibility while increasing attractiveness of share

FME = Fresenius Medical Care

The World's Leading Renal Therapy Company

Analyst Meeting, May 4, 2005

© Fresenius Medical Care AG

Attachment I

Reconciliation of non US-GAAP financial measures to the most directly comparable US-GAAP financial measure

All numbers are in \$ millions

Capital expenditure (net)	Q1 2005	Q1 2004
Purchase of property, plant and equipment	44	43
- Proceeds from sale of property, plant and equipment	(4)	(2)
= Capital expenditure (net)	40	41

Debt	March 31, 2005	Dec. 31, 2004
Short term borrowings (incl. A/R program)	326	419
+ Short term borrowings from related parties	6	6
+ Current portion of long-term debt and capital lease obligations	241	230
+ Long-term debt and capital lease obligations, less current portion	526	545
+ Trust Preferred Securities	1,244	1,279
Total debt	2,343	2,479

EBITDA	Q1 2005	Q4 2004
Last twelve months operating income (EBIT)	874	852
+ Last twelve months depreciation and amortization	236	233
+ Non-cash charges	11	13
= EBITDA (annualized)	1,121	1,098

Attachment II

Reconciliation of non US-GAAP financial measures to the most directly comparable US-GAAP financial measure

All numbers are in \$ millions

External Revenue	Q1 2005	Q1 2004	growth	constant currency
International product revenue	367	331	+11%	+5%
- Internal revenue	(40)	(33)	+22%	+15%
= External revenue	327	298	+10%	+4%
North America product revenue	208	196	+6%
- Internal revenue	(88)	(93)	- 5%
= External revenue	120	103	+16%

Contacts

• ß Fresenius Medical Care AG Investor Relations Else Kröner Str. 1 61352 Bad Homburg v.d.H.
• ß Oliver Maier Tel.: +49-(0)6172-609-2601 Fax.: +49-(0)6172-2301 Mob.: +49-(0)173-6522-712
• ß Heinz Schmidt Tel.: +1-781-402-4518 Fax.: +1-781-402-9741 Mob.: +1-781-760-0646

The World's Leading Renal Therapy Company

Analyst Meeting, May 4, 2005

© Fresenius Medical Care AG