Fresenius SE & Co. KGaA: Announcement of the Convening of the General Meeting in Frankfurt on May 11, 2012, according to article 121 AktG (German Stock Companies Act) with the objective of Europe-wide distribution

Fresenius SE & Co. KGaA  / Announcement of the Convening of the General
Meeting

28.03.2012 15:30

Announcement according to article 121 AktG (German Stock
Companies Act), transmitted by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.

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− CONVENIENCE TRANSLATION − 
 
INVITATION TO THE ANNUAL GENERAL MEETING 
 
FRESENIUS SE & Co. KGaA 
Bad Homburg v.d.H. 
 
ISIN: DE0005785604 // German Security Identification Number (WKN): 578560 
ISIN: DE0005785620 // WKN: 578562 
ISIN: DE000A1MMGH8 // WKN: A1MMGH 
 
We hereby invite our shareholders to the Annual General Meeting to be held
on Friday, May 11, 2012, at 10 a.m. at the Congress Center Messe
Frankfurt, Ludwig-Erhard-Anlage 1, 60327 Frankfurt am Main.
 
 
Agenda

1. Presentation of the Annual Financial Statements and the Consolidated
Financial Statements each approved by the Supervisory Board, the Management
Reports for Fresenius SE & Co. KGaA (previously Fresenius SE) and the
Group, the Explanatory Report of the General Partner on the Disclosures
according to sec. 289 paras. 4 and 5 and sec. 315 para. 4 German Commercial
Code (Handelsgesetzbuch) and the Report of the Supervisory Board of
Fresenius SE & Co. KGaA for the Financial Year 2011; Resolution on the
Approval of the Annual Financial Statements of Fresenius SE & Co. KGaA
(previously Fresenius SE) for the Financial Year 2011

The Supervisory Board approved the annual financial statements drawn up by
the general partner and the consolidated financial statements according to
sec. 171 of the German Stock Corporation Act (Aktiengesetz). The annual
financial statements are to be formally approved by the General Meeting
according to sec. 286 para. 1 of the German Stock Corporation Act; the
afore-mentioned documents are to be made available to the General Meeting
without the passing of any additional resolution being required.

The general partner and the Supervisory Board propose that the annual
financial statements of Fresenius SE & Co. KGaA (previously Fresenius SE)
for the financial year 2011 as presented, showing a distributable profit of
Euro 454,816,258.12, be approved.

2. Resolution on the Allocation of the Distributable Profit 
The general partner and the Supervisory Board propose to allocate the
distributable profit of Fresenius SE & Co. KGaA in the amount of Euro
454,816,258.12, shown in the annual financial statements for the financial
year 2011, as follows:

Payment of a dividend of Euro 0.95 per share 
on the 163,237,336 shares entitled to a dividend: Euro 155,075,469.20

The dividend is payable on May 14, 2012. 

Additions to other reserves                       Euro 299,700,000.00 

Balance to be carried forward                     Euro      40,788.92 

                                                  Euro 454,816,258.12 

 

3. Resolution on the Approval of the Actions of the Then Management Board
of Fresenius SE for its Term of Office from January 1, 2011, until January
28, 2011

Until the effectiveness of the transformation of legal form on January 28,
2011, the Company was in the legal form of a Societas Europaea under the
name Fresenius SE. For this reason, the management of the Company until
January 28, 2011, was conducted by the then Management Board of Fresenius
SE. The subject matter of this agenda item is therefore the ratification of
the actions of the then Management Board of Fresenius SE.

The general partner and the Supervisory Board propose to approve the
actions of the members of the Management Board of Fresenius SE for fiscal
year 2011 who were in office from January 1, 2011, until January 28, 2011.

4. Resolution on the Approval of the Actions of the Then Supervisory Board
of Fresenius SE for its Term of Office from January 1, 2011, until January
28, 2011

The general partner and the Supervisory Board propose to approve the
actions of the members of the Supervisory Board of Fresenius SE for fiscal
year 2011 who were in office from January 1, 2011, until January 28, 2011.

5. Resolution on the Approval of the Actions of the General Partner from
January 28, 2011, until December 31, 2011

On January 28, 2011, the transformation of legal form of the Company into a
KGaA (Kommanditgesellschaft auf Aktien − Partnership limited by shares)
took effect. Since then, the general partner conducts the management of the
Company. The subject matter of this agenda item is therefore the
ratification of the actions of the general partner.

The general partner and the Supervisory Board propose to approve the
actions of the general partner from January 28, 2011, until December 31,
2011.

6. Resolution on the Approval of Actions of the Supervisory Board from
January 28, 2011, until December 31, 2011

The general partner and the Supervisory Board propose to approve the
actions of the Supervisory Board of the Company from January 28, 2011,
until December 31, 2011.

7. Election of the Auditor and Group Auditor for the Financial Year 2012 

Upon recommendation of its Audit Committee, the Supervisory Board proposes
to elect KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, as the auditor
and group auditor for the fiscal year 2012.

8. Resolution on the Approval of the Amended System of Compensation of the
Members of the Management Board of the General Partner.

The shareholders of Fresenius SE approved in the Annual General Meeting on
May 12, 2010, with a majority of about 99.51% of the votes cast, the at
this time applicable system of compensation of the then Management Board of
Fresenius SE. The system of compensation had been adjusted to the
requirements of the Act on the Appropriateness of Executive Board
Compensation, effective August 5, 2009, as applicable. The Supervisory
Board of Fresenius Management SE resolved to complement the system in 2011
by a share-based compensation with cash settlement (performance shares) in
order to strengthen the component with long-term incentive effects. Because
of this change, the amended Management Board compensation system of the
general partner is again submitted for approval to the Annual General
Meeting, in accordance with sec. 120 para. 4 of the German Stock
Corporation Act.

The amended compensation system, which is subject to the aforementioned
approval, is further described on pages 26 et seq. of the annual report
2011 of Fresenius SE & Co. KGaA. The compensation report is part of the
annual report and is available for inspection by the shareholders at the
offices of Fresenius SE & Co. KGaA (Else-Kröner-Straße 1, 61352 Bad Homburg
v.d.H.). Shareholders can receive a copy of the documents free of charge
upon request. The annual report is also available on the website
www.fresenius.com, see Investor Relations / Publications. The documents
will also be available at the Annual General Meeting at the information
desk.

The general partner and the Supervisory Board propose to approve the
amended system of compensation of the members of the Management Board of
the general partner of Fresenius SE & Co. KGaA.

9.  Resolution Authorizing the Issue of Option Bonds and/or Convertible
Bonds and the Exclusion of Subscription Rights as well as a Resolution
Concerning the Creation of a Conditional Capital and the Corresponding
Amendment to the Articles of Association

Adequate capital is an essential prerequisite for the Company's
development. In order to provide the Company with sufficient flexibility to
finance its future growth, an authorization shall be granted to issue
option bonds and/or convertible bonds (jointly referred to below as
'Bonds') and to create a corresponding Conditional Capital. The issue of
the Bonds will enable the Company to take advantage of attractive funding
opportunities, such as access to debt at favorable interest rates.

The general partner and the Supervisory Board propose the following
resolution:

a)
 The general partner is authorized to issue option bearer bonds and/or
convertible bearer bonds or combinations of these instruments, once or
several times, with the consent of the Supervisory Board up until May 10,
2017, for a total nominal amount of up to Euro 2.5 billion, also in various
tranches, and to grant the bondholders option or conversion rights in
respect of up to a total of 16,323,734 ordinary bearer shares representing
Euro 16,323,734.00 of the share capital in accordance with the specific
conditions for the Bond (referred to below as 'Bond Conditions'). The Bond
Conditions may also stipulate mandatory conversion on maturity or at other
times, including the obligation to exercise the option/conversion right.
The Bonds shall be issued for cash.  The Bonds may also be issued by
companies domiciled in Germany or in other countries where Fresenius SE &
Co. KGaA directly or indirectly holds the majority of the shares (referred
to below as 'Affiliated Companies'); this does not include Fresenius
Medical Care AG & Co. KGaA and its affiliates. If the Bonds are issued
through an Affiliated Company, the general partner shall be authorized,
with the consent of the Supervisory Board, to effect Fresenius SE & Co.
KGaA to guarantee for the Bonds, and to grant option rights to holders of
option bonds and conversion rights to holders of convertible bonds in
respect of shares in Fresenius SE & Co. KGaA as well as to make any further
statements necessary for a successful issue and to perform the necessary
acts.  The Bond Conditions may also make it mandatory to exercise an option
or conversion right on maturity or at an earlier date, even if Bonds are
issued by Affiliated Companies.   If option bonds are issued, one or
several warrants shall be attached to each option bond, entitling the
holder to subscribe for shares in Fresenius SE & Co. KGaA in accordance
with the Bond Conditions to be determined by the general partner. For
option bonds issued by the Company, the Bond Conditions may provide that
the option price, set in accordance with this authorization, may also be
paid by transferring partial option bonds and, if necessary, making an
additional cash payment. The proportion of the share capital represented by
the shares issued for each partial option bond may be no higher than the
nominal amount of this partial option bond. To the extent fractional shares
are created, it may be stipulated that these fractions can be added up to
form whole shares in accordance with the Bond Conditions, if necessary by
making an additional payment.  If convertible bonds are issued, the holders
of the Bonds shall be granted the right or, if conversion is to be
mandatory, they shall undertake to exchange their convertible bond for
shares in the Company, in accordance with the Bond Conditions. The
conversion ratio shall be arrived at by dividing the nominal value or, if
the issue price is below the nominal value, the issue price of a partial
bond by the conversion price set for a share in the Company. The conversion
ratio may in all cases be rounded up or down to a whole number. In
addition, it can be stipulated that fractional amounts can be amalgamated
and/or settled in cash; furthermore an additional cash payment may be
provided for. Apart from this, the Bond Conditions may stipulate that the
conversion ratio shall be variable and the conversion price determined on
the basis of future stock exchange prices within a certain bandwidth.  
Without prejudice to sec. 9 para. 1 and sec. 199 of the German Stock
Corporation Act (Aktiengesetz), the option or conversion price must be at
least 80% of the volume-weighted, average stock exchange price of the
Company's shares in the XETRA trading system of the Frankfurt Stock
Exchange (or a comparable successor system) on the date when the Bond
Conditions are set between the start of trading and the time when the Bond
Conditions become final.   Without prejudice to sec. 9 para. 1 of the
German Stock Corporation Act, the option or conversion price may be
adjusted to preserve the value of the rights on the basis of an
anti-dilution clause, as provided for in the Bond Conditions, if the
Company increases the share capital before the end of the option period or
conversion period, granting subscription rights to its shareholders, or, if
the Company issues or guarantees further Bonds and does not grant
subscription rights to the holders of existing option rights or conversion
rights or the corresponding obligations. The Bond Conditions may also
provide for an adjustment to the option or conversion price to preserve the
value of the rights in the case of other measures taken by the Company that
may lead to a dilution of the value of the option rights or conversion
rights or the corresponding obligations.  The Bond Conditions may entitle
the Company not to issue shares when an option or conversion right is
exercised, but to make a cash payment instead. The Bond Conditions may
furthermore entitle the Company to grant bondholders shares in the Company
in full or partial settlement of the cash amount that has become due.
Bondholders' subscription or conversion rights may also be exchanged for
own shares and for newly issued shares from the Company's Authorized
Capital and/or from a Conditional Capital and/or an Authorized Capital to
be created by a resolution passed at a later date and/or from an ordinary
capital increase; claims from a mandatory conversion or the mandatory
exercise of an option may also be satisfied in this way.  The general
partner is authorized, with the consent of the Supervisory Board, to set
the precise method for calculating the exact option or conversion price as
well as the further details governing the issue and the features of the
Bonds as well as the Bond Conditions, or to determine these in agreement
with the officers and directors of the Affiliated Companies issuing the
Bonds, in particular, to set the interest rate, the issue price, the time
to maturity and the denomination, the subscription or conversion ratio, an
explanation why to make it mandatory to exercise the conversion or option
rights, to require an additional cash payment, to pay compensation for or
amalgamate fractional amounts, to make a cash payment instead of delivering
shares, to deliver existing shares instead of issuing new shares as well as
to determine the option and the conversion period.  The shareholders shall
be granted a right to subscribe for the Bonds in principle; the
subscription rights may also be granted in such a way that the Bonds are
underwritten by a credit institution or a company operating according to
sec. 53 para. 1 sent. 1 or sec. 53b para. 1 sent. 1 or para. 7 of the
German Banking Act (Kreditwesengesetz) (financial institution) or a
consortium consisting of such credit or financial institutions with the
obligation to offer the Bonds to the shareholders for subscription. The
general partner, however, is authorized, with the consent of the
Supervisory Board, to exclude the shareholders' subscription rights in the
following cases:
a.
 insofar as the issue price of a Bond is not significantly lower than the
theoretical market value calculated according to recognized actuarial
methods. The sum of the shares to be issued on the basis of Bonds in
accordance with this authorization pursuant to sec. 186 para. 3 sent. 4 of
the German Stock Corporation Act (excluding subscription rights and for
cash) together with other shares issued or sold in accordance with this
statutory provision during the time that this authorization remains
effective shall be no higher than 10% of the share capital. The calculation
of the 10% limit shall be based on the sum of the share capital at the time
when the resolution granting authorization to issue Bonds is passed by the
General Meeting, or on the sum of the share capital at the time when such
powers are exercised, whichever is lower. Shares issued between the time
that the resolution granting authorization to issue Bonds is passed by the
General Meeting and the time when these powers are exercised on the basis
of the Authorized Capital in accordance with Article 4 para. (4) of the
Articles of Association of Fresenius SE & Co. KGaA, excluding the
shareholders' subscription rights and against contributions in kind, shall
also be taken into consideration with regard to this limit. Furthermore,
shares acquired before this authorization is exercised pursuant to the
authorization granted to the general partner by the resolution to be
adopted at this General Meeting under agenda item 10 and shares that have
been sold excluding subscription rights in accordance with sec. 71 para. 1
no. 8 in conjunction with sec. 186 para. 3 sent. 4 of the German Stock
Corporation Act shall also be taken into account with regard to this limit;
b.
 to the extent that this is necessary for fractional amounts resulting from
the subscription ratio;
c.
 in order to compensate holders of conversion/option rights to the shares
of the Company for dilutions of these rights by granting them the
subscription rights they would have after exercising these rights.
The general partner may only exercise the aforementioned authorization to
exclude subscription rights to the extent that the proportional amount
(sec. 8 para. 3 sent. 3 of the German Stock Corporation Act) of all shares
issued subject to an exclusion of subscription rights does not exceed 20%
of the share capital, neither at the time when the authorizing resolution
is adopted nor at the time when it is exercised. Insofar as use is made of
any other authorization to issue shares in the Company (particularly from
Authorized Capital I in accordance with Article 4 para. (4) of the Articles
of Association) during the validity of the present authorization to issue
option bonds and/or convertible bonds or a combination of these instruments
up until the time that this authorization is utilized, or if rights are
exercised that make it possible or mandatory to subscribe for shares in the
Company and subscription rights are excluded, this shall be taken into
account with regard to the aforesaid 20% limit. Conversely, if the general
partner excludes subscription rights to shares from Authorized Capital I in
accordance with Article 4 para. (4) of the Articles of Association, this
will be taken into account with regard to the 20% limit prescribed in
relation to this capital.
b)
 In order to grant shares to holders of option/convertible bonds issued on
the basis of the aforementioned authorization in accordance with letter a),
the share capital shall be conditionally increased by up to Euro
16,323,734.00 through issuing up to 16,323,734 ordinary bearer shares
(Conditional Capital IV). The conditional capital increase shall only be
implemented to the extent that the holders of convertible bonds or of
warrants from option bonds issued by Fresenius SE & Co. KGaA or an
Affiliated Company up until May 10, 2017, on the basis of the authorization
granted to the general partner in accordance with letter a), exercise their
conversion/option rights and as long as no other forms of settlement are
used. The new shares shall be issued at the conversion/option prices to be
determined in accordance with the aforementioned authorizing resolution.
The new ordinary bearer shares shall participate in the profits from the
start of the financial year in which they are issued. The general partner
is authorized, with the consent of the Supervisory Board, to determine the
further details regarding the implementation of the conditional capital
increase.
c)
 A new Conditional Capital of up to Euro 16,323,734.00 shall be created.
For this purpose, in Article 4 of the Articles of Association of Fresenius
SE & Co. KGaA para. (8) shall become para. (9) and a new para. (8) with the
following wording shall be inserted:  'The Company's share capital has been
conditionally increased by up to Euro 16,323,734.00 through issuing of up
to 16,323,734 new ordinary bearer shares. The conditional capital increase
shall only be implemented to the extent that the holders of convertible
bonds issued for cash or of warrants from option bonds issued for cash by
Fresenius SE & Co. KGaA or an affiliated company up until May 10, 2017, on
the basis of the authorization granted to the general partner by the
General Meeting of May 11, 2012, exercise their conversion or option rights
and as long as no other forms of settlement are used (Conditional Capital
IV). The new ordinary bearer shares shall participate in the profits from
the start of the financial year in which they are issued.  The general
partner is authorized to determine the further details regarding the
implementation of the conditional capital increase, with the consent of the
Supervisory Board. The Supervisory Board is authorized to amend Article 4
para. (8) of the Articles of Association in accordance with the utilization
of the Conditional Capital IV from time to time. The same applies if the
authorization to issue convertible/option bonds is not exercised after the
end of the authorization period and if the Conditional Capital IV is not
utilized after the expiry of all conversion and option periods.'
In accordance with sec. 186 para. 4 sent. 2 in conjunction with sec. 203
para. 2 sent. 2 of the German Stock Corporation Act, the general partner
shall submit a written report on the reasons for the authorization to
exclude the subscription rights. The contents of this report can be found
in the Annex to this invitation to the Annual General Meeting.

10.  Resolution on the Authorization to Purchase and Use Own Shares
Pursuant to sec. 71 para. 1 no. 8 of the German Stock Corporation Act and
on the Exclusion of Subscription Rights

In accordance with established practice among large German publicly listed
companies, the Company shall for the first time be granted the
authorization to purchase and use own shares in the Company's best interest
pursuant to sec. 71 para. 1 no. 8 of the German Stock Corporation Act.
Based on this authorization, the Company shall inter alia be enabled to
repurchase shares in order to use them as a liquid consideration in kind in
the context of M&A transactions. Also, this authorization shall put the
Company in a position to repurchase shares of the Company in the context of
conventional share repurchase programs and to redeem (einziehen) such
shares in order to take into account an adequate level of earnings per
share in the interest of all shareholders of the Company. Further, this
authorization would allow the Company to use shares of the Company for the
servicing of long-term compensation components, e.g. stock option programs.
In the interest of sufficient flexibility, the authorization shall be
granted for a period of five years in accordance with the German Stock
Corporation Act. The purchase and use of own shares require a respective
authorization by the General Meeting.

The general partner and the Supervisory Board therefore propose that the
following resolution be passed:

a) The Company is authorized to purchase own shares up to a maximum amount
of 10% of the share capital existing at the time of this resolution until
May 10, 2017. The shares acquired, together with other own shares held by
the Company or attributable to the Company pursuant to secs. 71a et seqq.
of the German Stock Corporation Act, must at no time exceed 10% of the
share capital. The authorization must not be used for the purpose of
trading in own shares.

b) Subject to the decision of the general partner, the purchase will be
effected either (1) on the stock exchange or (2) by way of a public tender
offer or a public invitation to shareholders to submit an offer for sale.  


- If and to the extent shares are purchased on the stock exchange, the
share price paid by the Company (not including incidental acquisition
costs) must not exceed or fall short of 10% of the market price for shares
of the Company determined by the opening auction in the Xetra trading
system (or a comparable successor system) on the respective stock exchange
trading day.

- If shares are acquired by way of a public tender offer or a public
invitation to shareholders to submit an offer for sale, the offer price per
share paid by the Company (not including incidental acquisition costs) must
not exceed or fall short of the 3-day average trading price of shares
determined by the closing price in the Xetra trading system (or a
comparable successor system) on the last stock exchange trading day before
the publication of the public tender offer or the public invitation to
shareholders to submit an offer for sale by more than 10%. If, following
the announcement of a public tender offer or a public invitation to submit
an offer for sale, there are significant deviations in the relevant stock
price, the offer or the invitation to shareholders to submit an offer for
sale may be adjusted. In this case, the 3-day average trading price prior
to the public announcement of any such adjustment will be the relevant
reference stock price. The public tender offer or the invitation to submit
an offer for sale may provide for further conditions. If the tender offer
is over-subscribed or, in case of an invitation to submit an offer for
sale, out of a number of equal offers, not all of them can be accepted. The
acquisition then must be effected on a pro-rata basis in accordance with
the ratio of shares tendered (tender ratio). Preference may be given to
accepting small quantities up to 100 shares per shareholder.

c) The general partner is authorized to use own shares purchased on the
basis of this authorization for any purpose legally permissible and in
particular for the following purposes:

aa) The shares may be redeemed (eingezogen) without the redemption or its
execution requiring any further resolution by the General Meeting. They may
also be redeemed, in a simplified method, without a capital reduction by
way of adjusting the calculated pro rata amount of the Company's share
capital represented by the remaining shares. The redemption may be
restricted to a portion of the purchased shares only. If the redemption is
made by way of the simplified method, the general partner is authorized to
modify the number of the shares in the Articles of Association accordingly.

bb) The general partner is authorized to sell ordinary own shares by way
other than a sale on the stock exchange or an offer to all shareholders
provided that the shares are sold for cash at a price that does not
significantly fall short of the stock exchange price of shares of the
Company that are subject to the same terms at the time of the sale. In this
case, the total number of shares to be sold is limited to 10% of the share
capital existing at the time the resolution of the General Meeting on this
authorization is passed or - if the value is lower - at the time the
authorization is exercised. The aforementioned authorization volume of 10%
of the share capital is reduced by the pro-rata share capital attributable
to shares or relating to bonds carrying option and/or conversion rights or
obligations that were issued or sold after the beginning of May 11, 2012,
subject to an exclusion of subscription rights in accordance with sec. 186
para. 3 sent. 4 of the German Stock Corporation Act applied directly,
analogously or mutatis mutandis.

cc) The general partner is furthermore authorized to sell own shares to
third parties against contributions in kind, in particular in connection
with the acquisition of companies, parts of companies, interests in
companies or other assets (including receivables), and with regard to
mergers.

dd) The general partner is also authorized to grant own shares in lieu of
the utilization of a conditional capital of the Company to employees of the
Company and companies affiliated with the Company, including members of the
management of affiliated companies and to fulfill options or obligations to
purchase shares of the Company granted to employees of the Company or
companies affiliated with the Company as well as to members of the
management of affiliated companies, e.g. in the context of stock option
programs or employee benefit schemes.

ee) In addition, the general partner is authorized to use own shares to
fulfill bonds carrying option and/or conversion rights or obligations
issued by the Company or companies affiliated with the Company pursuant to
sec. 17 of the German Stock Corporation Act, if these bonds are issued or
were issued, to the exclusion of subscription rights, in accordance with
sec. 186 para. 3 sent. 4 of the German Stock Corporation Act applied
directly, analogously or mutatis mutandis.

d) The Supervisory Board of the general partner is authorized to use own
shares purchased by virtue of this authorization in lieu of the utilization
of a conditional capital of the Company for fulfilling options or
obligations to purchase shares which were granted as variable compensation
component, namely in respect of the participation in stock option programs,
e.g. the stock option plan 2008, to members of the Management Board of the
general partner.

e)  The authorizations under lit. c) and lit. d) include the use of shares
of the Company that were acquired pursuant to sec. 71 d sent. 5 of the
German Stock Corporation Act.

f)  The authorizations under lit. c) and lit. d) may be exercised once or
several times, in full or in part, and individually or together, while the
authorizations under lit. c), bb) to ee) may also be exercised by dependent
companies or companies that are majority owned by the Company, or by third
parties acting for those companies' account or for the account of the
Company.

g) Shareholders' subscription rights for these shares are excluded insofar
as these shares are used according to the aforementioned authorizations
under lit. c), bb) to ee) and lit. d) or as far as this is necessary to
exclude fractional amounts in case of a sale of own shares to all
shareholders.


Total Number of Shares and Voting Rights 
At the time the General Meeting is convened, 163,334,670 shares out of a
total of 163,334,670 shares issued carry rights of participation and voting
rights.
 
 
Participation in the General Meeting and Exercise of Voting Rights 
Shareholders who wish to participate in the Annual General Meeting or to
exercise their voting rights must register for the Annual General Meeting
and prove their eligibility.
 
The registration and proof of eligibility must be received by the company
at
 
Fresenius SE & Co. KGaA  
c/o Deutsche Bank AG 
Securities Production 
General Meetings 
Postfach 20 01 07 
60605 Frankfurt am Main 
 
Facsimile: +49 69 12012-86045 
E-mail: WP.HV@Xchanging.com 
 
at least 6 days prior to the General Meeting, i.e. no later than May 4,
2012, 24:00 hours CEST. For the purpose of proving eligibility, a special
proof of share ownership issued by the custodian in writing (Textform) in
the German or English language is sufficient. The proof of share ownership
has to relate to the beginning of April 20, 2012, i.e. 0:00 hours CEST
(record date). The shareholder or his authorized representative shall
receive an admission ticket for the Annual General Meeting against
submission of the proof of share ownership.
 
In relation to the Company, a shareholder will only be deemed a shareholder
entitled to participate in the meeting and to exercise voting rights if the
shareholder has submitted the special proof of share ownership. The
entitlement to participate in the meeting and the scope of the voting
rights are exclusively determined by the shares owned on the record date.
The record date shall not lead to a blocking period during which it is not
allowed to sell shares. Even in the event of a full or partial sale of the
shareholding following the record date, only the shares owned by the
shareholder on the record date will be relevant for the participation in
the meeting and the scope of the voting rights, i.e. a sale of shares, if
any, after the record date will not affect the entitlement to participate
in the meeting and the scope of the voting rights. This also applies
mutatis mutandis if (additional) shares are purchased after the record
date. Persons who do not own any shares on the record date and become
shareholders only after the record date, are not entitled to participate in
the meeting and to exercise voting rights. The record date does not
constitute a relevant date with respect to the entitlement to dividends.
 
Each share grants one vote in the Annual General Meeting.  
 
 
Voting Procedure 
 
Voting by Proxies 
A shareholder may also instruct an authorized representative, e.g. the
custodian bank, an association of shareholders or any other person of his
choice, to exercise his voting right in the Annual General Meeting. A
registration of the shareholder, including proof of share ownership, in due
time in accordance with the aforesaid will also be necessary in case of a
voting by proxy.
 
Pursuant to sec. 134 para. 3 sent. 3 in conjunction with sec. 278 para. 3
of the German Stock Corporation Act, the power of attorney must be granted
and revoked, and the authorization evidenced, to the Company in writing
(Textform) (sec. 126b German Civil Code (Bürgerliches Gesetzbuch).
Shareholders who wish to authorize a proxy should use the form of the power
of attorney they will receive together with the admission ticket. Evidence
of the authorization must either be shown on the day of the General Meeting
or be sent to the Company at the following address:
 
Fresenius SE & Co. KGaA 
Investor Relations 
Else-Kröner-Straße 1 
61352 Bad Homburg v.d.H. 
Facsimile: +49 (0) 61 72 / 608-24 88 
E-mail: ir-fre@fresenius.com  
 
A submission by e-mail shall preferably be made by Wednesday, May 9, 2012,
6:00 p.m. CEST.
 
Pursuant to Article 15 para. (4) sent. 3 of the Articles of Association it
is determined that a power of attorney can be revoked by appearing in
person at the Annual General Meeting.
 
If the power of attorney is granted to a credit institution, an association
of shareholders or any other individual or institution treated as
equivalent to the aforesaid pursuant to sec. 135 para. 8 and para. 10 in
conjunction with sec. 125 para. 5 of the German Stock Corporation Act and
sec. 278 para. 3 of the German Stock Corporation Act, it shall be
sufficient pursuant to sec. 135 para. 1 sent. 2 of the German Stock
Corporation Act if the power of attorney is kept by the proxy in a
verifiable form. Such power of attorney must be complete and may only
contain declarations associated with the exercise of voting rights.
Shareholders wishing to appoint a credit institution, an association of
shareholders or any other individual or institution treated as equivalent
to the aforesaid as proxy are asked to agree with the same on the form of
the power of attorney.
 
 
Voting by Company Proxies 
In addition, the Company offers its shareholders to authorize
company-nominated employees, who are bound by instructions given to them
(weisungsgebundene Stimmrechtsvertreter), as proxies for the exercise of
voting rights already prior to the Annual General Meeting. Those
shareholders who wish to grant a power of attorney to the proxies nominated
by the Company also have to register for the Annual General Meeting and
prove their eligibility as aforesaid. The power of attorney granted to
proxies and the instructions to them shall be received preferably by
Wednesday, May 9, 2012, 6:00 p.m. CEST; they shall be in writing
(Textform). The shareholders shall receive the corresponding documents and
information together with the admission ticket to the Annual General
Meeting.
 
The power of attorney and the instructions given to the proxies nominated
by the Company are to be addressed by mail, facsimile or by electronic
means of communication (by e-mail) exclusively to the following address:
 
Fresenius SE & Co. KGaA 
Investor Relations 
Else-Kröner-Straße 1 
61352 Bad Homburg v.d.H. 
Facsimile: +49 (0) 61 72 / 608-24 88 
E-mail: ir-fre@fresenius.com  
 
The Company proxies are to vote in accordance with the instructions issued
by the shareholders. If no instructions are issued, the power of attorney
shall be invalid. Please note that the proxies are unable to accept any
authority or instructions for exercising the right to speak and to ask
questions, to submit motions or to file objections against shareholders'
resolutions adopted at the General Meeting and that proxies will always
abstain from voting in respect of resolutions proposed by shareholders
during the General Meeting which have not been announced prior to the
General Meeting.
 
 
Shareholder Rights 
 
Motions by Shareholders to Amend the Agenda pursuant to sec. 122 para. 2 in
conjunction with sec. 278 para. 3 of the German Stock Corporation Act
Shareholders whose aggregate shareholding equals or exceeds 5% of the share
capital or a pro-rata amount of Euro 500,000 may request that items be
included in the agenda and published. Any such request must be made in
writing to:
 
Fresenius SE & Co. KGaA 
Management Board of the General Partner 
Fresenius Management SE  
Attn.: Dr. Jürgen Götz 
Else-Kröner-Straße 1 
61352 Bad Homburg v.d.H. 
 
The request must be received by the Company at least 30 days prior to the
meeting at the address mentioned above; for the purpose of calculating the
above time period, the day of the General Meeting and the day of receipt
shall not be counted, i.e. the request must be received by April 10, 2012,
24:00 hours CEST. Each new item must be substantiated or accompanied by a
proposal for resolution.
 

Motions and Election Proposals by Shareholders pursuant to secs. 126 para.
1 and 127 in Conjunction with sec. 278 para. 3 of the German Stock
Corporation Act

Shareholders may file motions regarding individual agenda items (cf. sec.
126 para. 1 of the German Stock Corporation Act in conjunction with sec.
278 para. 3 of the German Stock Corporation Act); this also applies to
proposals for the election of members of the Supervisory Board or of
auditors (cf. sec. 127 in conjunction with sec. 278 para. 3 of the German
Stock Corporation Act).
 
Pursuant to sec. 126 para. 1 in conjunction with sec. 278 para. 3 of the
German Stock Corporation Act, motions by shareholders, including the
shareholder's name, a statement of grounds for the motion and any comments
of the management, if any, are to be made available to the relevant
authorized persons listed in sec. 125 paras. 1 to 3 in conjunction with
sec. 278 para. 3 of the German Stock Corporation Act (as for example
shareholders, among others, who so request) in accordance with the
conditions set forth therein, provided that the shareholder has sent a
counter motion opposed to a proposal of the general partner and/or the
Supervisory Board in respect of a certain agenda item, including a
statement of grounds for the counter motion, to the company at the address
set forth below, no later than 14 days prior to the General Meeting; in
this context, the day of the General Meeting and the day of receipt shall
not be counted, i.e. the counter motion must be received by April 26, 2012,
24:00 hours CEST. The aforementioned information must be made available via
the Company's website. A counter motion need not be made available if one
of the exceptions pursuant to sec. 126 para. 2 in conjunction with sec. 278
para. 3 of the German Stock Corporation Act applies. The statement of
grounds need not be made available if it exceeds a total of 5,000
characters.
 
The right of each shareholder to make counter motions regarding the various
agenda items during the General Meeting without a prior communication to
the Company remains unaffected. Please note that any counter motions which
have been sent to the Company in advance and in due time will only be
considered in the General Meeting if they are made orally during such
meeting.
 
No statement of grounds need be provided for election proposals made by
shareholders pursuant to sec. 127 in conjunction with sec. 278 para. 3 of
the German Stock Corporation Act. Election proposals need not be made
available if they do not contain the name, the exercised profession and the
place of residence of the nominees and, in case of an election of members
of the Supervisory Board, information on their membership in other
supervisory boards, the constitution of which is required by law (cf. sec.
127 sent. 3 in conjunction with sec. 124 para. 3 and sec. 125 para. 1 sent.
5 of the German Stock Corporation Act in conjunction with sec. 278 para. 3
of the German Stock Corporation Act). Pursuant to sec. 127 sent. 1 in
conjunction with sec. 126 para. 2 of the German Stock Corporation Act in
conjunction with sec. 278 para. 3 of the German Stock Corporation Act,
there are further circumstances under which election proposals do not need
to be made available via the website. In all other respects, the
requirements and provisions for making motions available apply mutatis
mutandis.
 
Any motions or election proposals of shareholders pursuant to sec. 126
para. 1 and sec. 127 in conjunction with sec. 278 para. 3 of the German
Stock Corporation Act shall be sent exclusively to:
 
Fresenius SE & Co. KGaA 
Investor Relations 
Else-Kröner-Straße 1 
61352 Bad Homburg v.d.H. 
Facsimile: +49 (0) 61 72 / 608-24 88 
E-mail: ir-fre@fresenius.com 
 
Any motions and election proposals of shareholders which are to be made
available will be published in accordance with the aforesaid conditions on
the Company's website at www.fresenius.com under Investor Relations/Annual
General Meeting. Comments of the management, if any, will also be published
on that website.
 
Information Right pursuant to sec. 131 para 1 in conjunction with sec. 278
para. 3 of the German Stock Corporation Act

At the General Meeting, each shareholder shall, upon request, be provided
with information regarding the matters of the Company by the general
partner, to the extent such information is necessary for a proper
evaluation of the relevant item on the agenda (cf. sec. 131 para 1 in
conjunction with sec. 278 para. 3 of the German Stock Corporation Act). The
general partner's duty to provide information also extends to the Company's
legal and business relationships with any affiliated company as well as to
the situation of the Group and the companies included in the consolidated
financial statements. Any request for information must, in principle, be
made orally at the General Meeting during the discussion.
 
The information shall comply with the principles of conscientious and
accurate accounting. The general partner may refuse to provide information
under the conditions set forth in sec. 131 para. 3 in conjunction with sec.
278 para. 3 German Stock Corporate Act. Pursuant to Article 17 para. (2) of
the Articles of Association, the chairman of the meeting may reasonably
restrict the time granted to shareholders within the scope of their right
to ask questions and to speak; in particular, he shall have the right to
determine a reasonable time frame for the conduct of the General Meeting,
for individual agenda items, or for individual speakers either at the
beginning or during the General Meeting.
 
 
General Meeting Documents 
 
As of the day of publication of this invitation, the following documents
will be available, together with this notice, for inspection by the
shareholders at the offices of Fresenius SE & Co. KGaA (Else-Kröner-Straße
1, 61352 Bad Homburg v.d.H.):
 
- Financial statements of Fresenius SE & Co. KGaA for the year ended
December 31, 2011, approved by the Supervisory Board

- Management Report of Fresenius SE & Co. KGaA for the financial year 2011 

- IFRS consolidated financial statements of Fresenius SE & Co. KGaA for the
year ended December 31, 2011, approved by the Supervisory Board

- IFRS group management report of Fresenius SE & Co. KGaA for the financial
year 2011

- U.S. GAAP annual report 2011 of the Fresenius group, including the report
of the Supervisory Board, the corporate governance declaration and the
remuneration report for the financial year 2011

- Proposal of the general partner and the Supervisory Board on the
allocation of the distributable profit for the financial year 2011 ended on
December 31, 2011

- Explanatory report of the general partner relating to the disclosures
provided in accordance with secs. 289 paras. 4 and 5, 315 para. 4 of the
German Commercial Code

 
Publications on the website 
The information pursuant to sec. 124a in conjunction with sec. 278 para. 3
of the German Stock Corporation Act regarding the General Meeting
(invitation, documents to be made available, forms of proxy and for issuing
instructions, applications by shareholders, if applicable, among other
things) as well as further explanations concerning the rights of
shareholders pursuant to sec. 122 para. 2 in conjunction with sec. 278
para. 3 of the German Stock Corporation Act, and pursuant to secs. 126
para. 1, 127 and 131 para. 1 of the German Stock Corporation Act in
conjunction with sec. 278 para. 3 of the German Stock Corporation Act, are
made available to shareholders on the Company's website at
www.fresenius.com under Investor Relations/Annual General Meeting. It is
intended to broadcast the speech of the Chairman of the Management Board in
sound and image on the Internet.
 
 
Bad Homburg v.d.H., March 2012 
 
Fresenius SE & Co. KGaA 
 
The General Partner 
Fresenius Management SE  
The Management Board 
 

Annex to the Invitation to the Annual General Meeting to be held on May 11,
2012
 
General Partner's Written Report to the Annual General Meeting of Fresenius
SE & Co. KGaA regarding item 9 of the Agenda:
 
Adequate capital is an essential prerequisite for the Company's
development. The issue of option bonds and/or convertible bonds ('Bonds')
enables the Company to take advantage of attractive funding opportunities,
such as access to debt at favorable interest rates.
 
The general partner shall be authorized to issue Bonds and a resolution to
create a corresponding Conditional Capital shall be passed.
 
The authorization proposed under agenda item 9 is for the issue of Bonds of
up to Euro 2.5 billion with option/conversion rights in respect of shares
of Fresenius SE & Co. KGaA. For this purpose, up to 16,323,734 new ordinary
bearer shares of Fresenius SE & Co. KGaA representing up to Euro
16,323,734.00 of the share capital are to be issued from the new
Conditional Capital to be created. Upon full exercise of this
authorization, this would mean that the present share capital would be
increased by around 10%. The authorization is temporary and ends on May 10,
2017.
 
The Company is to use the German or the international capital markets, or
both, and to issue euro-denominated Bonds depending on the market
situation, also through its affiliated companies if necessary (with the
exception of Fresenius Medical Care AG & Co. KGaA and its affiliated
companies). The Bonds are also to provide for the possibility of mandatory
conversions, such as in the form of an obligation to exercise the
option/conversion rights. Furthermore, instead of redeeming the Bonds
through shares from the Conditional Capital, a provision is also to be
stipulated to deliver own shares of Fresenius SE & Co. KGaA or to pay the
cash equivalent.
 
The portion of share capital represented by the shares to be subscribed per
partial Bond may be no higher than or the nominal amount of the partial
bond or equivalent to an issue price below the nominal amount. The
conversion/option price must not fall short of a minimum issue price to be
calculated according to an exactly prescribed method. The starting point
for the calculation is the stock exchange price of the Fresenius share and
its connection to the time when the Bonds are placed. Without prejudice to
sec. 9 para. 1 of the German Stock Corporation Act (Aktiengesetz), the
conversion/option price may be adjusted to preserve the value of the Bonds
on the basis of an anti-dilution or adjustment clause, as provided for in
the conditions underlying the Bond in question, if the Company increases
the share capital before the end of the option or conversion period,
granting a subscription right to its shareholders, or if the Company issues
or underwrites further Bonds and does not grant subscription rights to the
holders of existing option rights or conversion rights or the corresponding
obligations. The Bond conditions may also make a stipulation for an
adjustment to the option or conversion price to preserve the value of the
rights in the case of other measures taken by the Company that may lead to
a dilution of the value of the option or conversion rights or the
corresponding obligations.
   
In principle, the shareholders have a subscription right for the Bonds of
this type. In order to facilitate handling, the Bonds may also be issued to
credit institutions who will be instructed to offer them for subscription
to the shareholders according to their subscription rights. In some cases,
however, the general partner will also be authorized to exclude
subscription rights with the consent of the Supervisory Board.
 
According to sec. 221 para. 4 sent. 2 of the German Stock Corporation Act,
the provisions of sec. 186 para. 3 sent. 4 of the German Stock Corporation
Act shall apply mutatis mutandis to the exclusion of subscription rights on
the issue of convertible bonds and/or option bonds. The 10% limit of the
share capital stipulated in this section for the exclusion of subscription
rights at the time when the General Meeting adopts the resolution granting
authorization to issue Bonds or - if the value is lower - at the time when
the authorization is exercised, will not be exceeded due to the explicit
limits placed on the authorization granted, not even together with other
shares issued or sold in accordance with this statutory provision during
the time that this authorization remains effective. Shares issued between
the time that the resolution granting authorization to issue Bonds is
adopted by the General Meeting and the time when this authorization is
exercised on the basis of the Authorized Capital in accordance with Article
4 para. (4) of the Articles of Association, excluding the shareholders'
subscription rights and against contributions in kind, will also be taken
into account with regard to this limit. Furthermore, shares acquired before
this authorization is exercised on the basis of the authorization to be
granted to the general partner by this General Meeting and proposed under
agenda item 10 and shares sold excluding subscription rights in accordance
with sec. 71 para. 1 no. 8 in conjunction with sec. 186 para. 3 sent. 4 of
the German Stock Corporation Act will also be taken into account with
regard to this limit.
 
Placement excluding the shareholders' subscription rights makes it possible
for the Company to take advantage of favorable situations on the capital
market at short notice, thus achieving a significantly higher cash inflow
than if the Bonds were to be placed preserving the subscription right. If
subscription rights were to be granted, the success of the placement would
be at risk or would involve additional effort due to the uncertainty as to
whether the subscription rights would be exercised. Favorable conditions
for the Company, as close as possible to market terms, can only be achieved
if the Company is not bound by such conditions for an excessively long
offering period. Otherwise, in order to ensure the attractiveness of the
conditions and thus the chances of an issue being a success over the entire
offering period, it would be necessary to make quite a substantial
discount.
 
The shareholders' interests will be protected by the fact that the Bonds
are not to be issued at a price significantly below their theoretical
market value. The theoretical market value is to be calculated on the basis
of recognized actuarial methods. When setting the price, the general
partner will keep the discount on the stock exchange price as small as
possible, taking account of the situation on the capital market. This means
that the arithmetical market value of a subscription right will fall to
almost zero, so that the shareholders will not suffer any significant
financial disadvantages due to the exclusion of subscription rights.
 
The other cases proposed for the exclusion of the subscription right merely
serve to simplify the process of issuing Bonds. The exclusion of fractional
amounts makes sense and reflects market practice; it serves to create a
manageable subscription ratio. The usual exclusion of the subscription
right in favor of the holders of Bonds that have already been issued has
the advantage that the conversion/option price for Bonds already issued and
regularly provided with an anti-dilution mechanism does not need to be
reduced. This means that the Bonds can be attractively placed in several
tranches, thus allowing in total a higher cash inflow. The proposed
exclusions of the subscription right are therefore in the particular
interest of the Company and its shareholders.
 
The general partner may only exercise the authorization granted to exclude
the subscription right to the extent that the total volume of Bonds issued
with the exclusion of the subscription rights can be exchanged for shares
in the Company whose total volume does not exceed 20% of the share capital.
This limits the total scope of a Bond issue excluding subscription rights.
In this way, shareholders will be given additional protection against the
possible dilution of their existing holdings. Offsetting clauses ensure
that the general partner does not exceed the 20% limit by additionally
exercising other authorizations granted - for example in relation to
Authorized Capital - and excluding the shareholders' subscription right
there as well.
 
The Conditional Capital IV is needed in order to fulfill the
option/conversion rights to Fresenius shares associated with the Bonds.
 
At present there are no concrete plans to exercise the authorization to
issue option bonds and/or convertible bonds. In all cases the general
partner will carefully examine whether the exercise of this authorization
is in the interests of the Company and its shareholders. It will report to
the General Meeting each time the authorization is exercised.
 
 
General Partner's Written Report to the Annual General Meeting of Fresenius
SE & Co. KGaA regarding item 10 of the Agenda pursuant to sec. 186 para. 4
sent. 2 in conjunction with sec. 71 para. 1 no. 8 sent. 5 German Stock
Corporation Act:
 
Under agenda item 10, it will be proposed to the General Meeting that the
general partner be authorized to purchase and use own shares. Through this
measure, it is intended to authorize the Company for the first time - in
accordance with the predominant practice of large publicly listed companies
in Germany - to exploit the benefits associated with the instrument of own
shares in the best interests of the Company and all its shareholders. In
order to achieve a maximum of flexibility in the handling of own shares, it
is intended to grant the authorization for the maximum period of five years
permitted under stock corporation law, i.e. until May 10, 2017.
 
The acquisition of own shares can be effected by way of a purchase via the
stock exchange, by means of a public tender offer to all shareholders by
the Company itself or an invitation to all shareholders to submit offers
for sale. In the event of the last two acquisition scenarios, the
shareholders can decide themselves how many shares and - if a price range
is fixed also - at what price they want to tender those shares to the
Company. In any case, the general partner will observe the principle of
equal treatment provided for under German stock corporation law in
accordance with sec. 53a of the German Stock Corporation Act when acquiring
own shares. The proposed acquisition scenarios via the stock exchange, by
way of a public tender offer made to all shareholders or by means of an
invitation to submit offers for sale all take account of that principle.
 
If in the case of a public tender offer or in case of an invitation to
submit sales offers the total volume of shares offered or tendered exceeds
the volume of shares intended to be bought back, the Company will accept
those shares on a pro-rata basis. However, it is possible to provide for a
preferential acceptance of smaller numbers of shares of up to 100 shares
per offering shareholder in order to prevent arithmetical fractions of
shares when the quotas to be acquired are determined and to avoid small
numbers of residual shares, thereby facilitating the technical execution as
a whole.
 
In the event of an acquisition by way of a public tender offer or a public
invitation to submit offers for sale, the purchase price offered or the
limit values of the purchase price range per share (exclusive of incidental
acquisition expenses (Erwerbsnebenkosten) must not exceed or fall below the
average trading price of shares of the Company in the Xetra trading system
(or a comparable successor system) by more than 10% on the three exchange
trading days preceding the date of the publication of the offer or the
public invitation to submit an offer for sale. If significant deviations
from the relevant price occur after the publication of a tender offer or
public invitation to submit an offer for sale, it will be possible to
adjust the offer or invitation to submit such an offer, with such
adjustment being based on the relevant average price on the three exchange
trading days prior to the publication of any such adjustment, if any. The
tender offer or invitation to submit such an offer may be subject to
further conditions.
 
The general partner is authorized to use own shares purchased on the basis
of this authorization for any purpose legally permissible and in particular
for the following purposes:
 
The proposed authorization entitles the general partner to partially or
entirely cancel (einziehen) own shares bought back, in accordance with
common practice among large German listed companies, without a further
resolution of the General Meeting being required. In this respect, it shall
also be possible to cancel the shares without a capital reduction pursuant
to sec. 237 para. 3 no. 3 of the German Stock Corporation Act (called a
simplified procedure). The pro-rata amount of the remaining shares in terms
of their share in the Company's share capital increases as a result of the
cancellation of shares without a capital deduction (sec. 8 para. 3 of the
German Stock Corporation Act). Consequently, it is also intended to
authorize the general partner in that respect to adapt the Articles of
Association to take account of the modified number of no-par value shares.
 
Own shares may also be sold in ways other than via the stock exchange or by
means of an offer made to all shareholders, against payment in cash and to
the exclusion of the subscription right. Thus, the Company will be placed
in a position where it is able to react swiftly and flexibly to favorable
market situations. Moreover, it will be possible to win additional domestic
and foreign investors by selling shares, for example to institutional
investors. In order to take appropriate account of the concept of
anti-dilution protection in favor of shareholders, the aforementioned use
is subject, pursuant to sec. 186 para. 3 sent. 4 of the German Stock
Corporation Act, to the condition that own shares may only be sold at a
price which is not significantly lower than the relevant stock exchange
price at the time when the shares are sold; in this respect, the price of
sale will be finally determined immediately prior to the disposal itself.
Additionally, the permitted sales volume is limited in such case to 10% of
the Company's existing respective share capital at the effective date of
the authorization or - if such value is smaller - at the time when the
authorization is exercised. The shareholders are thereby given the general
opportunity to maintain their shareholding quota by way of a parallel
acquisition of shares in the Company via the stock exchange at comparable
conditions. For the purposes of anti-dilution protection, the authorized
volume shall be reduced by the pro-rata amount of the share capital
allocable to such shares of the Company, or to which conversion and/or
option rights or obligations resulting from bonds relate, which have been
issued or disposed of otherwise, to the exclusion of the subscription
right, during the term of this authorization in accordance with sec. 186
para. 3 sent. 4 of the German Stock Corporation Act applied directly,
analogously or mutatis mutandis
 
Furthermore, it will also be possible to use own shares against
contributions in kind within the scope of business combinations and upon
acquisition of companies and other assets, excluding the shareholders'
subscription right. In particular in the international globalised market of
corporate transactions, it is not infrequent that a delivery of liquid
shares is requested as a consideration. In this context, interesting
opportunities can arise for using the Company's shares as a liquid
consideration. The Company continuously monitors the market regarding
potential opportunities to further strengthen the Company's position on the
market in the best interests of the Company and its shareholders by way of
such acquisition opportunities. By using the Company's own shares, such
transactions can be executed flexibly and quickly, without having to
consult the General Meeting, which is often not possible due to time
constraints. Additionally, such transactions can materially contribute to
conserving the Company's liquidity. Therefore, such opportunity of using
own shares lies in the overall interests of the Company and its
shareholders. In determining the valuation ratios, the general partner will
additionally take care that the interests of shareholders are reasonably
safeguarded.
 
The authorization further provides that own shares in lieu of the
utilization of a conditional capital of the Company can also be issued,
excluding the subscription right of shareholders, to employees of the
Company and its affiliated companies, including members of the management
of affiliated companies, and used to fulfill options or obligations to
purchase shares of the Company granted or to be granted to employees of the
Company or its affiliated companies as well as members of the management of
affiliated companies. In this way, it is for example also intended to make
it possible to offer the respective beneficiaries shares of the Company
within the scope of stock option programs or employees benefit schemes -
without having to resort to conditional capital. The issue of own shares to
employees and officers of the Company, in particular in view of long-term
compensation components having the purpose of securing the Company's
sustainable success, is in the best interests of the Company and its
shareholders, since it materially promotes the identification of employees
and officers with their company as well as the Company's value as such.
Furthermore, the use of existing own shares instead of having to draw on
conditional capital can be economically sensible for the Company.
 
The aforementioned opportunity to use own shares in order to discharge
long-term share-based compensation components, excluding the subscription
right of shareholders, shall also be available in favor of the members of
the general partner's Management Board. In order to take reasonable account
of potential conflicts of interest resulting from the Company's legal form
as well as the corporate governance according to the German Stock
Corporation law, the corresponding authorization to use own shares will,
however, not be addressed to the general partner (represented by the
Management Board), but to its Supervisory Board.
 
Own shares may further be used to fulfill Bonds carrying option or
conversion rights or conversion obligations, issued by the Company or
dependent entities of the Company as defined in sec. 17 of the German Stock
Corporation Act and excluding subscription rights according to sec. 186
para. 3 sent. 4 of the German Stock Corporation Act. In order to comply
with the rights resulting therefrom, it may be appropriate, considering the
Company's interests, to partially or entirely use own shares instead of
shares resulting from a corresponding capital increase, which requires that
the subscription right of shareholders be excluded.
 
Fractional amounts, if any, may be excluded in an offer made to all
shareholders. This is necessary in view of the technical processing of such
offer, in order to avoid the issue of fractional amounts of shares. The
general partner will dispose of the shares excluded from the shareholders'
subscription right, called unassigned fractions (freie Spitzen), either by
selling them via the stock exchange or otherwise at the best possible
conditions for the Company.
 
The possible uses mentioned above are not limited to the Company's own
shares acquired on the basis of this authorizing resolution; they also
include shares of the Company acquired pursuant to sec. 71 d sent. 5 of the
German Stock Corporation Act. In this way, additional flexibility is also
created, in the best interests of the Company, also with a view to using
such own shares in accordance with this authorizing resolution.
 
The Management Board will inform the General Meeting of the use made of
this authorization.
 
Bad Homburg v.d.H., March 2012 
 
Fresenius SE & Co. KGaA 
 
The General Partner 
Fresenius Management SE 
The Management Board 


28.03.2012 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

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Language:     English
Company:      Fresenius SE & Co. KGaA
              Else-Kröner-Straße 1
              61352 Bad Homburg v.d.H.
              Germany
Phone:        +49 (0)6172 608-2485
Fax:          +49 (0)6172 608-2488
E-mail:       ir-fre@fresenius.com
Internet:     www.fresenius.com
ISIN:         DE0005785604
WKN:          578560 
Listed:       Regulierter Markt in Düsseldorf, Frankfurt (Prime Standard),
              München; Freiverkehr in Berlin, Hamburg, Hannover, Stuttgart;
              Terminbörse EUREX
 
End of Announcement                             DGAP News-Service
 
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