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Legal relationships with members of the corporate bodies

The general partner and the Supervisory Board of Fresenius SE & Co. KGaA have a duty to act in the best interests of the Company. In performing their activities, they do not pursue personal interests or bestow unjustified benefits on others. Any sideline activities or transactions with the Company by members of the corporate bodies must be reported to, and approved by, the Supervisory Board. The Supervisory Board of Fresenius SE & Co. KGaA reports to the AGM on any conflicts of interest and how they are dealt with.

Fresenius SE & Co. KGaA reports the following relationships existing between Fresenius group companies and companies in which members of the Supervisory Board of Fresenius SE & Co. KGaA or members of the Supervisory or Management Board of Fresenius Management SE held an executive or other function in 2012.

Prof. Dr. med. D. Michael Albrecht, a member of the Supervisory Board of Fresenius SE & Co. KGaA, is medical director and spokesman for the management board of the University Hospital Carl Gustav Carus Dresden, as well as a member of the supervisory boards of the University Hospitals in Aachen, Magdeburg, and Rostock. The Fresenius Group maintains business relations with these hospitals in the ordinary course of business under customary conditions. Klaus-Peter Müller is a member of the Supervisory Boards of Fresenius Management SE and of Fresenius SE & Co. KGaA and the Chairman of the Supervisory Board of Commerzbank AG, with which the Fresenius Group maintains business relationships under customary conditions. In 2012, the Fresenius Group paid €1.9 million in total to Commerzbank AG for financing commitments and in connection with Senior Notes issuances and the capital increase.

Consultancy or other service relationships between members of the Supervisory Board and the Company existed with regard to Dr. Dieter Schenk, Deputy Chairman of the Supervisory Board of Fresenius Management SE. Dr. Schenk is a partner in the law firm Noerr LLP. The entities of the internationally acting law firm Noerr provided legal advice to the Fresenius Group in 2012. In 2012, the Fresenius Group paid or processed for payment in December 2012 a total of about €1.8 million to the law firm Noerr (2011: €1.43 million). This corresponds to 2% of the total amount paid by the Fresenius Group for services and legal advice in 2012 (2011: 2%). Thereof, about €0.4 million were attributable to services for Group companies not related to the business segment Fresenius Medical Care. The services rendered for Group companies of the business segment Fresenius Medical Care require a separate approval by the Supervisory Boards of Fresenius Medical Care Management AG and Fresenius Medical Care AG & Co. KGaA. The Supervisory Board of Fresenius Management SE has examined the mandate closely, and has approved this mandate. Dr. Schenk did not take part in the voting. The approval was made on the basis of a written submission to the Supervisory Board, which listed all individual mandates and their corresponding individual invoices. In 2012, the invoices were paid after the Supervisory Board gave its approval. The Supervisory Board of Fresenius SE & Co. KGaA dealt with the amounts for legal services paid to the law firm Noerr in relation to the amounts paid to other law firms.

Further consulting or service contracts between Supervisory Board members and the Company existed in the case of Prof. Dr. h. c. R oland Berger, who is both a member of the Supervisory Boards of Fresenius Management SE and of Fresenius SE & Co. KGaA and is at the same time a partner in the management consultancy firm Roland Berger Strategy Consultants Holding GmbH. The Fresenius Group paid €0.6 million to Roland Berger Strategy Consultants GmbH, an affiliated company of Roland Berger Strategy Consultants Holding GmbH, for services rendered in 2012 (2011: €0.7 million). The Supervisory Boards of Fresenius Management SE and Fresenius SE & Co. KGaA examined this mandate closely. Both Supervisory Boards approved this mandate. Prof. Dr. h. c. Berger abstained from each voting. The respective approvals were made on the basis of a written submission to the Supervisory Board and prior to the payment of the invoices for the services.

The payments mentioned in the above section “Legal relationships with members of the corporate bodies” are net amounts. In addition, VAT was paid.

There are no other consulting or service contracts – neither directly nor indirectly – between Supervisory Board members and the Company.

Fresenius has disclosed the information on related parties in the quarterly reports for 2012 and here.

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