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Fresenius SE & Co. KGaA

Share Issue/Capital Change • Mar 31, 2010

166_ip_2010-03-31_db17f5b9-776b-488a-b191-e38e753873e3.pdf

Share Issue/Capital Change

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Towards One Single Share Class – Share Conversion and Change of Legal Form

Conference Call – March 31, 2010

Safe Harbor Statement

Neither this document nor the information contained herein constitutes an offer to sell or the solicitation of an offer to buy any securities. A public offer of shares in the Company is not intended.

This document does not constitute an offer document or an offer of transferable securities to the public in the United Kingdom to which section 85 of the Financial Services and Markets Act 2000 of the United Kingdom ("FSMA") applies and should not be considered as a recommendation that any person should subscribe for or purchase any securities as part of the Transaction. This document is being communicated only to: (i) persons who are outside the United Kingdom; (ii) persons who are members of the Company and falling within article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") (iii) persons who have professional experience in matters relating to investments falling within article 19(5) of the Order; or (iv) high net worth companies, unincorporated associations and other bodies who fall within article 49(2) of the Order (all such persons together being referred to as "Relevant Persons"). Any person who is not a Relevant Person must not act or rely on this communication or any of its contents. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. No part of this document should be published, reproduced, distributed or otherwise made available in whole or in part to any other person without the prior written consent of the Company.

This presentation contains forward-looking statements that are subject to various risks and uncertainties. Future results could differ materially from those described in these forward-looking statements due to certain factors, e.g. changes in business, economic and competitive conditions, regulatory reforms, results of clinical trials, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. Fresenius does not undertake any responsibility to update the forward-looking statements contained in this presentation.

Transaction Overview

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Transaction Rationale

Enhance Attractiveness of Fresenius Stock and Capital Markets Position

Simplify share structure

Increase trading liquidity

Enhance index-relevant free-float

1Simplify Share Structure

Includes shareholding of Allianz Lebensversicherungs-AG Foundation = Else Kröner-Fresenius-Stiftung

2Increase Trading Liquidity

Source: Deutsche Börse, Bloomberg as of March 19, 2010 own calculations

1Excludes ~58% stake of Else Kröner-Fresenius Foundation and stake of Allianz Lebensversicherungs-AG (according to Deutsche Börse)

2Post-conversion, stake of Allianz Lebensversicherungs-AG is diluted below the 5% free-float threshold of Deutsche Börse and is hence included in the overall free-float

3Ratio of daily average preference shares traded / free-float of preference shares multiplied with new combined free-float

3Enhance Index-Relevant Free-Float

DAX ranking expected to benefit from increased free-float market capitalization

  • Index weight expected to improve from 0.8%3 to 1.1%2
  • Turnover position expected to improve from #30 to ≤#302
  • Enhanced index position likely to trigger incremental demand

1 Based on Deutsche Börse AG Blue Chip Equity Germany Index ranking as of February 28, 2010 and own calculations

2Expected weight/position based on own calculations

3Based on last regular rebalancing by Deutsche Börse AG after market close on March 19, 2010

3Enhance Index-Relevant Free-Float (cont'd)

Ranking in other indexes such as MSCI Germany and DJ Euro Stoxx 600 expected to improve as well

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Conversion may also lead to inclusion in a more attractive index segment, e.g. potential switch to Stoxx Europe Large 200 segment from Mid 200 segment

1Index rank pre-conversion only relates to preference shares

2Rank based on own calculations

3 Source: STOXX® Limited Composition List as of March 19, 2010

Improve Access to Equity Capital Markets 4

  • Transaction generally enhances Fresenius' future financial flexibility
    • Share conversion simplifies potential future capital increases
    • Historically, capital increases have been complex, as equal number of ordinary and preference shares had to be placed
    • One single and liquid share class allows for efficient terms including reduced discount and limited earnings dilution (discount capital increase 2008: 11.4% ordinary shares / 3.5% preference shares)1

1 Based on XETRA closing price as of August 11, 2008

Ensure Ongoing Support of Charitable Else Kröner-Fresenius Foundation

  • Transaction has been initiated by Fresenius to enhance share attractiveness and strengthen capital markets position
  • Foundation fully endorses the transaction
  • KGaA articles of association largely mirror the statutes of Fresenius SE
  • Foundation must hold more than 10% in Fresenius SE & Co. KGaAto maintain control
  • Foundation is committed to hold on to its shares for the long-term

Transaction will ensure the ongoing and full support of the Else Kröner-Fresenius Foundation

Foundation = Else Kröner-Fresenius-Stiftung

Maintain Current Standards for Compliance and Transparency

1 For selected items no voting power, e.g.: election of Supervisory Board SE & Co. KGaA, discharge of General Partner and Supervisory Board of SE & Co. KGaA for the fiscal year, election of auditor

Foundation = Else Kröner-Fresenius-Stiftung

Composition of Management Board and Supervisory Boards

  • No change of Fresenius SE executive management
    • Shareholder representatives in Supervisory Board of Fresenius SE will form Supervisory Board of Fresenius Management SE
  • Shareholder representatives in Supervisory Board of Fresenius SE and six employees representatives will form KGaA Supervisory Board, except for the two Foundation representatives, who will be replaced by independent members

Foundation = Else Kröner-Fresenius-Stiftung

Key Benefits for Shareholders

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Timing of Transaction

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