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 June 18, 2009 have been met since issuance of the recent declaration. The following recommendations are the only ones not been applied:

Code clause 3.8 para. 3: “Deductible for Supervisory Board in D&O policy”

According to clause 3.8 para. 3 of the Code, a deductible must be agreed upon in any D&O policy for the Supervisory Board equivalent to the mandatory minimum deductible implemented for the Management Board by the German Act on the Appropriateness of Management Board Remuneration (VorstAG). Such deductible amounts to 10% of the loss up to at least the amount of one and a half times the fixed annual compensation. Until end of June 2010, Fresenius Medical Care’s current D&O policy was a group policy for a multitude of persons, which did not provide for a deductible in the recommended amount. Effective since July 1, 2010, a deductible was agreed for the Management Board of Fresenius Medical Care Management AG, which does comply with the requirement of the German Act on the Appropriateness of Management Board Remuneration (VorstAG). An equivalent deductible was agreed for the Supervisory Board as of July 1, 2010.

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 that have been newly executed as of the beginning of the year 2010 also 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 and 5.4.1: “Age limit Management and Supervisory Board”

According to clause 5.4.1 of the Code attention shall be paid to an age limit to be specified for the mem- bers of the Supervisory Board in proposals for the election of members of the Supervisory Board. Simi- larly, 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 Supervisory Board and the Board of Management in the future since this would limit the selection of qualified candidates.

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. Currently, Fresenius Medical Care pays a fixed compensation to the members of the Supervisory Board only. The introduction of a performance-related compensation to the members of the Supervisory Board, linked to the success of the Company, is currently still under review.

In terms of 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, the Supervisory Board of Fresenius Medical Care AG & Co. KGaA and the Board of Management declare that these recommendations are considered. In addition to the aforesaid recommendations according to Code clauses 4.2.3 para.4, 5.1.2, 5.4.1 and 5.4.6 (not applied accordingly in its versions as of May 26, 2010, also) the following recommendations are the only ones not being applied:

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.

Bad Homburg, December 2010

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

This and all previous declarations of compliance are permanently available pursuant to section 3.10 of the German Corporate Governance Code on our website at www.fmc-ag.com in the section Investor Relations/Corporate Governance/Declaration of Compliance.

Global business activities result in global responsibility. As the global market leader in dialysis, Fresenius Medical Care is aware of its responsibility.

We are committed to conduct the Company’s business activities in compliance with local laws and regulations. We seek to demonstrate professionalism, honesty and integrity in the business relationships with our patients, customers, suppliers and other business partners, with the public authorities and the payors within the healthcare system, with our employees, shareholders and the general public.

For us, compliance means adhering to defined ethical and legal guidelines as part of our business activities. Observing compliance guidelines is an integral part of our corporate culture. We have implemented Fresenius Medical Care’s compliance program in all of our business regions. Thus, our compliance guidelines apply to all our subsidiaries.

Our compliance program comprises of a code of conduct that has been approved by the Management Board. The code of conduct applies worldwide in every business section and combines our long-term interests with those of our partners. It describes our Company’s business standards and emphasizes our commitment to operate in accordance with the applicable laws and regulations and with our own company policies.

The code of conduct is based on the core values of our Company: quality, honesty and integrity, innovation and improvement, respect, teamwork and dignity. Our corporate culture and policy as well as our entire business activities are guided by these values. Each employee is called on to ensure, by complying with the laws as well as the guidelines and rules of the code of conduct, that Fresenius Medical Care is appreciated as a partner of integrity and reliability in the healthcare system for patients, customers, suppliers, public authorities and the general public.

All employees have the possibility of reporting suspected violations of applicable laws or company policies. Information on violations may also be provided anonymously.

Further details can be obtained from the code of conduct published on the website of the Company at www.fmc-ag.com in the section Our Company/Compliance/Code of Conduct.

In his capacity as the Chief Corporate Compliance Officer, the member of the Management Board responsible for compliance regularly provides a compliance update to the Audit and Corporate Governance Committee of Fresenius Medical Care AG & Co. KGaA and to the Supervisory Board of Fresenius Medical Care Management AG.

We continued our compliance training activities in 2010. As part of this training, local compliance officers were given the opportunity at conferences to exchange their experiences with the compliance officers from their respective business regions. As the chart 2.11.1 shows, these officers are assigned a key role: They are responsible that each employee is informed about our code of conduct and its goals. At the same time, they are responsible for related training measures. Compliance officers act as contacts for our employees and can be reached via special telephone numbers or by e-mail. Of course, our local compliance officers can also be approached in person.

In 2010, with our regional compliance conferences we strengthened the network and global cooperation within our compliance organization and promoted the exchange of company-wide compliance topics.

In addition, we have leveraged current resources to strategically strengthen our compliance program through initiatives like online employee training and increased communication within the Company.

In addition, our compliance program is an integral part of our risk and opportunity management system.

At Fresenius Medical Care, a comprehensive manage ment system is in place to ensure that risks and opportunities are identified at an early stage, optimizing the risk profile and minimizing the costs related to these risks through timely intervention. Our risk management is an integral component of our day-to-day business and is reviewed on a regular basis. Our internal control system is reviewed on a regular basis by the Management Board and by internal auditors.

Further information about the risk and opportunity management system, our internal control system and the compliance program is to be found in the risk management section of the management report of the financial statements ( www.fmc-ag.com in the section Investor Relations/Publications 2010/Financial Statements according to German law (HGB)) as well as here.

The legal form of Fresenius Medical Care is that of a partnership limited by shares (Kommanditgesellschaft auf Aktien – KGaA). In this legal form, the most important bodies of the Company are the General Meeting, the Supervisory Board and the General Partner, which is Fresenius Medical Care Management AG. In 2010, there were no significant changes to the Group’s management and supervision structure.

The Articles of Association of Fresenius Medical Care, which specify the responsibilities of the various bodies of the Company, are available online at www.fmc-ag.com in the section Investor Relations/Corporate Governance/Articles of Association.

Fresenius Medical Care aims for a corporate governance that continues to ensure the highest transparency possible. The Management Board of the General Partner manages the business of the Company. In addition to the Company’s Supervisory Board, Fresenius Medical Care Management AG has its own Supervisory Board.

Company shareholders exercise their rights and voting powers in the General Meeting. Each ordinary share of Fresenius Medical Care AG & Co. KGaA entitles the holder to one vote at the General Meeting. The preference shares of Fresenius Medical Care AG & Co. KGaA do not confer any voting rights. As compensation, preference shareholders receive a preference in earnings distribution and a higher dividend. Shares with multiple or preference voting rights do not exist. As a matter of principle, the General Partner (as far as it would be a shareholder in the Company, which was not the case in the year under review), respectively, its sole shareholder, Fresenius SE & Co. KGaA (formerly Fresenius SE), can exercise at the General Meeting the voting rights connected with the shares it holds. However, the General Partner and its sole shareholder, Fresenius SE & Co. KGaA, are subject to various rules preventing them by law from voting on certain resolutions. These include, among others, the election of the Supervisory Board, formal approval of the actions of the General Partner and the members of the Supervisory Board, as well as the election of the auditor of the annual financial statements. This is to guarantee that the shareholders in the partnership limited by shares (KGaA) can solely decide on these matters, particularly those concerning the control of the Management.

According to the basic principles of the German Corporate Governance Code, shareholders can exercise their voting rights at the Annual General Meeting themselves, by proxy via a representative of their choice, or by a company-nominated proxy acting on their instructions. Proxy voting instructions to a company nominee can be issued before and during the Annual General Meeting until the end of the open discussion period.

All documents and information about the General Meeting are available on our website at www.fmcag.com in the section Investor Relations/Annual General Meeting.

In the year under review, the Annual General Meeting of Fresenius Medical Care AG & Co. KGaA took place on May 11, 2010 in Frankfurt/Main (Germany). More than 75% of the ordinary share capital and approximately 2.6% of the preference share capital were represented. In 2009, more than 74% of the ordinary share capital and 4% of the preference share capital were represented at the Annual General Meeting. All shareholders who were not able to participate had the possibility to follow the speech of the Chairman of the Management Board live on the internet. The speech is available on our website at www.fmcag.com in the section Investors Relations/Annual General Meeting 2010. At the Annual General Meeting, it was voted on the approval of the annual financial statements, the allocation of distributable profit, the approval of the actions of the General Partner and the Supervisory Board, the approval of the system of remuneration of the General Partner’s Management Board members and the election of the auditors. Further resolutions related to the cancellation of the existing and creation of new authorized capitals, the exclusion of the preemption right and corresponding amendments to the Articles of Association. Furthermore, it was voted on amendments to the Articles of Association for the adaptation of amendments to the German Stock Corporation Act. The voting results of the Annual General Meeting are available on our website at www.fmcag.com in the section Investors Relations/Annual General Meeting 2010.

The German Stock Corporation Act prescribes a dual management system for stock corporations (Aktiengesellschaft) as well as for partnerships limited by shares (KGaA) and thus also for Fresenius Medical Care AG & Co. KGaA. Such dual management system consists of a management board and a supervisory board, with strict separation being observed between the management and supervision of the company’s business activities. The Management Board is responsible for managing the Company, and the members of the Management Board bear this responsibility jointly. The Supervisory Board is responsible for supervising and advising the Management Board and it is involved in making decisions that are fundamental to the Company. The duties and responsibilities of both bodies are clearly defined by legislation. The peculiarity in the case of the legal form of a KGaA is that its business activities are conducted by a personally liable shareholder (General Partner). In the case of Fresenius Medical Care AG & Co. KGaA, this is Fresenius Medical Care Management AG, whose Management Board is responsible for conducting the business activities of the KGaA. Both companies, Fresenius Medical Care AG & Co. KGaA and Fresenius Medical Care Management AG, have their own Supervisory Boards.

The General Partner – Fresenius Medical Care Management AG – represented by its Management Board is responsible for managing the Company and conducting the Company’s business. Its actions and decisions are directed towards the interests of the Company. Within the scope of filling managerial positions, the Management Board considered diversity and especially female representation in terms of selection from professionally qualified candidates. About one third of the participants of our stock option programs, which are reserved for managers, are female. In the year under review, the Management Board of the General Partner was composed of seven members.

The members of the Management Board and their areas of responsibility are introduced in the notes to the financial statements under “Management Board of the General Partner Fresenius Medical Care AG” ( www.fmc-ag.com in the section Investor Relations/Publications 2010/Financial Statements according to German law (HGB)), at www.fmc-ag.com in the section Our Company/Management/Management Board and here.

In addition to observing legislation, the Articles of Association and the principles as explained herein, the General Partner’s Management Board conducts the business activities of our Company in accordance with the rules of procedure adopted by the General Partner’s Supervisory Board pursuant to section 4.2.1 of the German Corporate Governance Code. These rules of procedure define the principles of cooperation within the joint body and provide for the schedule of responsibilities. Matters of special significance and scope are decided by the full Management Board in accordance with the rules of procedure. Deliberations of the Management Board are conducted by the Chairman of the Management Board or, if the latter is unavailable, by the Board member responsible for commercial matters or, if the latter is also unavailable, by the Board member who is the senior-most member in age of the Board members present. The Chairman determines the order of the agenda items and the modus of voting. Unless unanimity or the acting of all members of the Management Board is required by mandatory legal regulations or the Articles of Association, the Management Board adopts resolutions at meetings by simple majority of votes cast, and outside the meetings by simple majority of its members.

The rules of procedure determine that meetings of the Management Board are held as the circumstances require, but at least once a month. In practice, meetings of the Management Board generally take place twice a month.

In various cases, the rules of procedure require the Management Board of the General Partner to obtain the prior consent of the Supervisory Board or the competent Supervisory Board committee of the General Partner.

As a stock corporation (Aktiengesellschaft), the General Partner has its own Supervisory Board consisting of six members, which is chaired by Dr. Ulf M. Schneider. The Supervisory Board appoints the members of the Management Board and supervises and advises the General Partner’s Management Board in the management of the Company. In accordance with section 5.1.3 of the German Corporate Governance Code, the Supervisory Board has established rules of procedure. The basis for the independence of the General Partner’s Supervisory Board is ensured by a Pooling Agreement to which Fresenius SE & Co. KGaA (formerly Fresenius SE) has acceded. According to the Pooling Agreement, at least one third (and at least two) of the members of the General Partner’s Supervisory Board must be independent members. As defined by the Pooling Agreement, an “independent member” is a member of the Supervisory Board with no substantial business or professional relationship with Fresenius Medical Care AG & Co. KGaA, its General Partner, Fresenius SE & Co. KGaA (formerly Fresenius SE), or its General Partner Fresenius Management SE, or any affiliates of these companies.

The Supervisory Board of Fresenius Medical Care AG & Co. KGaA advises and supervises the business activities as conducted by the General Partner and performs the other duties assigned to it by law and by the Articles of Association. It is involved in strategy and planning as well as all matters of fundamental importance for the Company.

The Supervisory Board of Fresenius Medical Care AG & Co. KGaA consists of six members. In the year under review, these were Dr. Gerd Krick (Chairman), Dr. Dieter Schenk (Vice Chairman), Prof. Dr. Bernd Fahrholz, William P. Johnston, John Gerhard Kringel and Dr. Walter L. Weisman. Further details about the aforesaid members’ membership in other statutory supervisory boards or in comparable domestic or foreign supervisory committees of business enterprises can be found in the notes to the financial statements under “Supervisory Board” ( www.fmc-ag.com in the section Investor Relations/Publications 2010/Financial Statements according to German law (HGB)), at www.fmc-ag.com in the section Our Company/Management/Supervisory Board and here.

All six members of the Supervisory Board are elected by the General Meeting according to the provisions of the German Stock Corporation Act (Aktiengesetz, AktG). Such resolution of the General Meeting requires a majority of at least three quarters of the votes cast. As described above, Fresenius SE & Co. KGaA (formerly Fresenius SE) is excluded from voting on this issue. When proposing persons for election as members of the Supervisory Board, due regard is given primarily to the knowledge, abilities and specialist experience required for each such member to duly perform his tasks. The composition of the Supervisory Board of Fresenius Medical Care must be directed towards the interests of the Company and must ensure that the Management Board is supervised and advised effectively. On the other hand, fixed diversity quota and age limits would limit the selection of qualified candidates. Therefore, the Supervisory Board has refrained from determining and taking into account specific objectives with respect to its composition when proposing candidates and from publishing the state of their implementation in the Corporate Governance Report; in addition, it has amended the current version of the declaration of compliance accordingly. Such declaration of compliance is included above herein, and can also be viewed on the Company’s website under www.fmc-ag.com in the section Investor Relations/Corporate Governance/Declaration of Compliance.

There is a strict separation between the members of the Supervisory Board and those of the Management Board: simultaneous membership in both the Supervisory Board and the Management Board is not compatible with the law. In the year under review, the Supervisory Board of Fresenius Medical Care AG & Co. KGaA did not include any members who were also members of the General Partner’s Management Board during the previous two years. The members of the Company’s Supervisory Board are independent in their decisions and are not bound by requirements or instructions of related third parties. The body is comprised of a sufficient number of independent members, five in total, who do not have any business or personal relationship with the Company or its Management Board. Details on the treatment of potential conflicts of interests are set out in the section “Avoidance of Conflicts of Interests” below.

The term of office of the Supervisory Board is five years, the current term of office ends on conclusion of the General Meeting for 2011. Corresponding to clause 5.1.3 of the German Corporate Governance Code, the Supervisory Board has established rules of procedure.

Details on the election, constitution and term of office of the Supervisory Board, its meetings and the adoption of resolutions, as well as its rights and obligations, are set out in Articles 8 et seq. of the Company’s Articles of Association, which can be viewed on the Company’s website under www.fmc-ag.com in the section Investor Relations/Corporate Governance/Articles of Association. Furthermore, the Company’s Supervisory Board has adopted rules of procedure which set out, among other things, the modalities for convening meetings and the manner in which resolutions are adopted. Accordingly, the Supervisory Board meets at least twice per calendar half year. The deliberations of the Supervisory Board are conducted by the Chairman or, if the latter is unavailable, by his deputy, who also determines the order of the agenda items and the type of voting. As a rule, the Supervisory Board decides by simple majority of votes cast unless other majorities are prescribed by a mandatory provision of law. The Chairman represents the Supervisory Board to third parties. The Chairman of the Supervisory Board is responsible for coordinating and directing the Supervisory Board.

In addition, the Supervisory Board of Fresenius Medical Care AG & Co. KGaA has established committees as further specified below. The members of the Supervisory Board and of the committees regularly carry out efficiency evaluations with regard to their work. These take place in the form of open discussions in plenary meetings. On these occasions, also the complexity and the design of the presentations, as well as the meetings’ procedure and structuring are discussed. The results of the evaluations carried out show that each of the Supervisory Board and the committees are efficiently organised and that the co-operation of the Supervisory and Management Boards of the General Partner works very well, too.

The members of the Supervisory Board of Fresenius Medical Care AG & Co. KGaA regularly update themselves via in-house sources and via external sources about the current status of supervisory requirements. In addition to information provided to them by several external experts, also experts of the Company’s departments regularly provide reports about relevant developments, such as – for example – relevant new developments in the revision of legal rules or in jurisprudence and also about recent developments in regulations on accounting according to U.S. GAAPU.S. GAAPUnited States Generally Accepted Accounting Principles. and IFRS. In this way, the Supervisory Board, with the Company’s reasonable assistance, ensures an ongoing qualification of its members and also a further development and updating of their expertise, power of judgment and experience, which is required for the Supervisory Board including its committees to duly perform their tasks.

In the year under review, the Supervisory Board has met four times. Furthermore, topics have been discussed in several conference calls. Significant discussion topics have been the development of reimbursement system in the United States and in other countries, financing of the enterprise, acquisitions, development of the business and the situation of competition.

Good corporate governance requires an efficient co-operation between the management and the Supervisory Board on the basis of mutual trust. The General Partner and the Supervisory Board of the Company work together closely in the Company’s interest: their joint goal is to increase the Company’s value in the long term in compliance with the corporate governance principles and compliance regulations. The General Partner regularly informs the Company’s Supervisory Board about all relevant issues regarding business policy, corporate planning and strategic enhancement, about the profitability of the Company as well as the development of business and the Group’s position including an assessment of the risk situation.

In the expired fiscal year, the Supervisory Board regularly advised the Company’s management, i.e. the Management Board of the General Partner, on the Company’s management supervising it in line with its responsibility as Supervisory Board of the partnership limited by shares.

When making decisions and in connection with the tasks and activities performed by them, the members of the Management Board of the General Partner and of the Supervisory Board of Fresenius Medical Care AG & Co. KGaA, as well as the Supervisory Board of Fresenius Medical Care Management AG, do not pursue personal interests or give unjustified advantages to other people. Any outside activities or business dealings with the Company are to be disclosed to the Supervisory Board immediately and are subject to its approval. The Supervisory Board reports to the General Meeting about possible conflicts of interests and how to deal with them. Furthermore, in the year under review, without a change, the Chairman of Fresenius Medical Care Management AG’s Management Board, Dr. Ben J. Lipps, remained, with the approval of Fresenius Medical Care Management AG’s Supervisory Board, at the same time a member of the Management Board of Fresenius SE. The members of the Supervisory Board of Fresenius Medical Care AG & Co. KGaA Dr. Krick (Chairman) and Dr.Schenk (Vice-Chairman) were, in the year under report, also members of the Supervisory Board of Fresenius SE. After effectiveness of the transformation of the legal form of Fresenius SE to Fresenius SE & Co. KGaA on January 28, 2011, both are now members of the Supervisory Board of Fresenius Management SE, the general partner of Fresenius SE & Co. KGaA. Dr. Krick is also a member of the Supervisory Board of Fresenius SE & Co. KGaA. Dr. Schenk continues to be chairman of the administrative board of the Else Kröner-Fresenius-Stiftung, the sole shareholder of Fresenius Management SE, and co-executor of the estate of Mrs Else Kröner. Dr. Krick receives a pension from Fresenius SE & Co. KGaA due to his previous work on the management board of the company. During the year under review, consulting or other service relationships between members of the Supervisory Board and the Company existed only in the case of Dr. Schenk, who was a member of the Supervisory Board of our Company, a member of the Supervisory Board of Fresenius SE (until effectiveness of Fresenius SE’s change of legal form into Fresenius SE & Co. KGaA, effective as of January 28, 2011), of Fresenius Management SE and, at the same time, a partner of the internationally operating law firm Noerr LLP in the year under review. The law firm Noerr LLP acted for the enterprise as legal advisor during fiscal year 2010. As regards specific mandates for future services to be provided by law firm Noerr LLP and as regards the first three quarters of the year under review, the Supervisory Board has already given its consent to such activity, with Dr. Schenk abstaining from the vote. Any services rendered by such law firm in the fourth quarter of the year under review will be topic of the Supervisory Board’s Meeting in March 2011.

In the year under review, 2010, an amount of €1,207,685 was paid by Fresenius Medical Care to the law firm Noerr LLP. This represents less than 3% of Fresenius Medical Care’s worldwide legal and other consultancy fees.

In the year under review, there were no relevant conflicts of interests of members of the Management and Supervisory Boards required to be disclosed to the Supervisory Board without undue delay.

The Supervisory Board of Fresenius Medical Care AG & Co. KGaA established an Audit and Corporate Governance Committee. During the year under review Dr. Walter L. Weisman (Chairman), Prof. Dr. Bernd Fahrholz, William P. Johnston and Dr. Gerd Krick were members of this Committee. Further details about the aforesaid members’ membership in other statutory supervisory boards or in comparable domestic or foreign supervisory committees of business enterprises can be found in the notes to the financial statements under “Supervisory Board” ( www.fmc-ag.com in the section Investor Relations/Publications 2010/Financial Statements according to German law (HGB)), at www.fmc-ag.com in the section Our Company/Management/Supervisory Board and here.

The Audit and Corporate Governance Committee assists and advises the Supervisory Board of the Company and performs the duties incumbent on it by law and in accordance with the German Corporate Governance Code; without prejudice to the responsibilities of the Supervisory Board, it also reviews the report of the General Partner on relationships with affiliated companies. In addition, the Audit and Corporate Governance Committee examines the report according to Form 20-F, which in addition to other disclosures includes the consolidated financial statements and the Group management report. With the consent of the Supervisory Board of our Company, the Audit and Corporate Governance Committee adopted rules of procedure.

The rules of procedure of the Audit and Corporate Governance Committees provide that between three and five members may belong to this Committee. At least two of the members must be independent pursuant to the Articles of Association of the Company, which means that, apart from their membership in the Supervisory Board of the General Partner, they do not have any substantial business, professional or personal relationship with the Company or any of its affiliates. The question of independence is assessed solely by the Supervisory Board of the Company, with such independence as a rule being assumed where the member in question satisfies the requirements for independence pursuant to section 100 (5) of the German Stock Corporation Act and those of the New York Stock Exchange. Furthermore, members of the Audit and Corporate Governance Committee are required to possess expert knowledge in the finance and accounting sector.

The members of the Audit und Corporate Governance Committee Dr. Weisman, Mr Johnston and Prof. Dr. Fahrholz are to be regarded as independent members and possess expert knowledge in the finance and accounting sector. The members were appointed to the Committee based on their specialist knowledge, their independence and their experience. The Audit and Corporate Governance Committee convenes as circumstances require, but at least four times a year in any case. Meetings of the Audit and Corporate Governance Committee are conducted by a chairman who is to be appointed for this purpose in each case and who should not be a former member of the Management Board of the Company. A quorum of the body is constituted by the majority of its members. Subsequent to the meetings, the Audit and Corporate Governance Committee reports regularly through its chairman to the Supervisory Board of the Company and together with the latter addresses issues falling under the responsibility of the Audit and Corporate Governance Committee. In consultation with the Audit and Corporate Governance Committee, the Supervisory Board proposed KPMG AG Wirtschaftsprüfungsgesellschaft as auditor of the annual financial statements for the year under review.

In the year under review, the Company’s nomination committee included Dr. Gerd Krick (Chairman), Dr. Walter L. Weisman and Dr. Dieter Schenk, amongst others, and thus two independent members. The nomination committee prepares Supervisory Board candidate proposals, and suggests suitable candidates to the Company’s Supervisory Board for the latter’s nomination proposals to the General Meeting. Further details about the aforesaid members’ membership in other statutory supervisory boards or in comparable domestic or foreign supervisory committees of business enterprises can be found in the notes to the financial statements under “Supervisory Board”( www.fmc-ag.com in the section Investor Relations/Publications 2010/Financial Statements according to German law (HGB)), at www.fmc-ag.com in the section Our Company/Management/Supervisory Board and here.

Furthermore, Fresenius Medical Care AG & Co. KGaA already in 2006 established a Joint Committee whose composition and activity are provided for in Articles 13 a et seq. of the Articles of Association of the Company; these provisions can be viewed on the Company’s website under www.fmc-ag.com in the section Investor Relations/Corporate Governance/Articles of Association. The Joint Committee is convened only as required, namely in cases of certain legal transactions predefined in the Articles of Association as substantial transactions and for which the General Partner requires the consent of this body.

The Joint Committee is composed of two members of the Supervisory Board of the General Partner and two members of the Supervisory Board of the Company, with the chairman of this body being appointed by the General Partner. For the General Partner, Dr. Ulf M. Schneider and Dr. Gerd Krick have been named as members of the Joint Committee. By resolution of May 9, 2006 the General Meeting of the Company appointed Dr. Walter L. Weisman and John Gerhard Kringel as members of the Joint Committee for Fresenius Medical Care AG & Co. KGaA. Further details about the aforesaid members’ membership in other statutory supervisory boards or in comparable domestic or foreign supervisory committees of business enterprises can be found below – as regards Dr. Ulf M. Schneider – in the notes to the financial statements under “Supervisory Board” ( www.fmc-ag.com in the section Investor Relations/Publications 2010/Financial Statements according to German law (HGB)), at www.fmc-ag.com in the section Our Company/Management/Supervisory Board and here.

The Committee constitutes a quorum if at least three members are attending a meeting. As a rule, resolutions are adopted by simple majority of votes. When the Joint Committee has met, it reports to the General Meeting on its work; in this regard, section 171 (2) sentence 1 and sentence 2 (first half-sentence) as well as section 176 (1) sentence 1 of the German Stock Corporation Act apply mutatis mutandis. If resolutions have been adopted by the second vote being cast by the chairman, this fact must be disclosed in the report of the Joint Committee.

In the year under review, the Joint Committee was not convened as the requirements for a meeting have not been fulfilled.

Furthermore, at the level of the Supervisory Board of the General Partner, Fresenius Medical Care Management AG, further Committees have been in place. The purpose of these committees is to raise the efficiency of the Supervisory Board’s work and to deal with special issues of a complex nature, such as the composition and compensation of the Management Board, the Supervisory Board candidate proposals as well as regulatory requirements and reimbursement of services in the dialysisDialysisForm of renal replacement therapy where a semipermeable membrane – in peritoneal dialysis the peritoneum of the patient, in hemodialysis the membrane of the dialyzer – is used to clean a patient’s blood. field. These committees act only in a consulting capacity. In the year under review, the Human Resources Committee was composed of Dr. Ulf M. Schneider (Chairman), Dr. Gerd Krick, Mr William P. Johnston and Dr. Walter L. Weisman. Members of the Regulatory and Reimbursement Assessment Committee were Mr William P. Johnston (Chairman), Mr John Gerhard Kringel and Dr. Dieter Schenk. In the year under review, the Company’s nomination committee included Dr. Ulf M. Schneider (Chairman), Dr. Gerd Krick and Dr. Walter L. Weisman, and thus two independent members. The nomination committee prepares Supervisory Board candidate proposals, and suggests suitable candidates to the Company’s Supervisory Board for the latter’s nomination proposals to the General Meeting. Further details about the aforesaid members’ membership in other statutory Supervisory Boards or in comparable domestic or foreign supervisory committees of businessenterprises can be found in the notes to the financial statements under “Supervisory Board” ( www.fmc-ag.com in the section Investor Relations/Publications 2010/Financial Statements according to German law (HGB)), at www.fmc-ag.com in the section Our Company/Management/Supervisory Board and here. As regards Dr. Ulf M. Schneider, in addition the following information is provided with respect to the year under review:

Dr. Ulf M. Schneider Chairman of the Management Board of Fresenius SE (until January 28, 2011)
Chairman of the Management Board of Fresenius Management SE

Supervisory Boards Fresenius Kabi AG (Chairman)
HELIOS Kliniken GmbH (Chairman)
Fresenius Medical Care Groupe France S.A.S., France (Chairman)
Fresenius Kabi Austria GmbH, Austria (until June 30, 2010)
Fresenius Kabi España S.A., Spain
Fresenius HemoCare Netherlands B.V., The Netherlands

Others APP Pharmaceuticals, Inc., USA (Board of Directors)
Fresenius Kabi Pharmaceuticals Holding, Inc., USA (Board of Directors)
FHC (Holdings), Ltd., Großbritannien (Board of Directors)