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Annual General Meeting

Our Annual General Meeting (AGM) was held on May 11, 2012, in Frankfurt / Main. Approximately 76% of the share capital was represented. Those shareholders unable to attend the AGM were able to listen to the speech of the Chairman of the Management Board, which is broadcast live over the Internet on our website www.fresenius.com, see Investor Relations – Annual General Meeting. In addition, shareholders were able to have their voting rights exercised by proxy, or, in line with the recommendation in the Code, by a voting representative appointed by Fresenius SE & Co. KGaA.

During the AGM on May 11, 2012, the shareholders voted with a majority of 99% of the votes cast for the proposal made by the general partner and the Supervisory Board to increase the dividend for 2011 by 10% to €0.95 per ordinary share. With a majority of more than 98%, they authorized the general partner, with the approval of the Supervisory Board, to issue option bearer bonds and / or convertible bearer bonds for a total nominal amount of up to €2.5 billion. To enable shares to be granted to holders of option bearer bonds and / or convertible bearer bonds issued under the terms of this authorization, the shareholders approved a new Conditional Capital IV of €16,323,734.00.

The shareholders further resolved with a majority of 98% that the Company be authorized to acquire and utilize own shares comprising up to 10% of its subscribed capital. Further resolutions included approval of changes to the system of compensation of the members of the Management Board of the general partner and the approval of the Company’s annual financial statements. The resolutions on the approval of the Company’s annual financial statements, the authorization of the issuance of option bearer bonds and / or convertible bearer bonds alongside the creation of Conditional Capital IV, and the authorization to acquire and utilize own shares also required the approval of the general partner, which was duly given.

With regard to certain subject matters, legally required voting right exclusions exist for the general partner and / or its sole shareholder, the Else Kröner-Fresenius-Stiftung. These pertain, for example, to the appointment of the Supervisory Board of Fresenius SE & Co. KGaA, the approval of the actions of the general partner and the members of the Supervisory Board, and the selection of the auditor. This guarantees that the remaining shareholders retain the sole authority to decide on these matters, especially those that pertain to the supervision of management.

Documents and information on the Annual General Meeting are available on our website at www.fresenius.com, see Investor Relations − Annual General Meeting.

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