Convenience Translation Fresenius Medical Care AG & Co. KGaA Hof an der Saale Convening of the ordinary General Meeting ISIN: DE0005785802 // Securities Identification No. 578580 ISIN: DE0005785836 // Securities Identifi

Convenience Translation

Fresenius Medical Care AG & Co. KGaA

Convening of the ordinary General Meeting

ISIN: DE0005785802 // Securities Identification No.

ISIN: DE0005785836 // Securities Identification No. 578583

ISIN: DE000A1MMGJ4 // Securities Identification No. A1MMGJ

ISIN: DE000A1MMGK2 // Securities Identification No.

We hereby invite our shareholders

to the ordinary General Meeting to be held on Thursday, 10 May 2012, at 10:00 a.m.

in the Congress Center Messe Frankfurt,

Ludwig-Erhard-Anlage 1, 60327 Frankfurt

The Supervisory Board approved the annual financial

statements and the consolidated group financial statements drawn up by the General Partner according to section 171 German Stock

Corporation Act (Aktiengesetz - AktG). According to section 286 (1) AktG, the annual financial statements are to be submitted

for approval by the General Meeting; the other aforementioned documents are to be made accessible to the General Meeting without

requiring the passing of any additional resolution.

The General Partner and the Supervisory Board

propose that the annual financial statements of Fresenius Medical Care AG & Co. KGaA for the fiscal year 2011 as presented,

showing a profit of EUR 635,361,721.56, be approved.

The General Partner and the Supervisory Board

propose to allocate the profit shown in the annual financial statements in the amount of EUR 635,361,721.56 for the fiscal year

Distribution to shareholders by

payment of a dividend of

The dividend is payable on 11 May

The General Partner and the Supervisory Board

propose to approve the actions of the General Partner of the Company during the fiscal year 2011.

The General Partner and the Supervisory Board

propose to approve the actions of the members of the Supervisory Board of the Company during the fiscal year 2011.

The Supervisory Board, based on the recommendation

of its Audit and Corporate Governance Committee (Pr fungsausschuss), proposes the election of KPMG AG Wirtschaftspr fungsgesellschaft,

Berlin, as auditor and consolidated group auditor for the fiscal year 2012.

Pursuant to section 12 (2) sentence

2 of the Articles of the Company, the Audit and Corporate Governance Committee of the Supervisory Board of the Company consists

of three members at least two of whom are independent members. In view of the particular importance of this committee and its composition

for the work of the Supervisory Board the respective provision of the Articles of the Company shall be adjusted to the effect that

the Audit and Corporate Governance Committee may be composed of more than three members. Also, the Audit and Corporate Governance

Committee shall be composed of independent members within the meaning of section 12 (2) sentence 3 of the Articles only.

Therefore, the General Partner and the

Supervisory Board propose to pass the following resolution:

Section 12 (2) sentence 2 of the Articles

of the Company is adjusted as follows:

The audit and corporate governance committee

has at least three members and consists of independent members only."

Apart from this adjustment, section 12 (2) sentence

2 of the Articles of the Company shall remain unchanged.

II. Further information regarding the

convening of the Annual General Meeting

Total number of shares and voting rights

At the time of the convening of the ordinary

General Meeting, of the total amount of 304,206,917 non-par value shares issued by the Company, consisting of 300,240,395 bearer

ordinary shares and 3,966,522 bearer preference shares, all bearer ordinary shares are entitled to participate and vote and each

bearer ordinary share carries one vote in the ordinary General Meeting. All bearer preference shares are only entitled to participate

and do not grant voting rights.

Conditions for participation in the General

Meeting and for the exercise of the voting right

Only those shareholders who have registered

with the Company in text form in the German or the English language by the end of 3 May 2012 (24:00 hours Central European Summer

Time - CEST), at the latest under the following address

Fresenius Medical Care AG & Co. KGaA

GS-MO 4.1.1 General Meetings

60261 Frankfurt am Main

Telefax +49 (0) 69-136-26351

E-Mail: hv-eintrittskarten@commerzbank.com

and who have provided the Company with evidence of their entitlement to attend the General Meeting are

entitled to participate and vote in the ordinary General Meeting. As evidence of their entitlement to attend the General Meeting

and to exercise their voting right, shareholders must, by the end of 3 May 2012 (24:00 hours CEST),

at the latest, provide evidence of their shareholding issued by their depositary bank in text form in the German or the English

language to the aforementioned address referring to the beginning of 19 April 2012, (00:00 hours CEST)

Significance of the Evidence Date

As regards the participation in the General

Meeting and the exercise of the voting right only such persons qualify as shareholders of the Company who have provided evidence

of their shareholding. The right of participation and the extent of the voting rights are solely determined by the shareholding

on the Evidence Date. The Evidence Date is not accompanied by a lock on the sale of shares. Even in the case of a complete or partial

sale of the shareholding after the Evidence Date, this has no effect on the entitlement to participate and on the voting right.

This also applies accordingly to the acquisition of shares after the Evidence Date. Persons who do not hold shares on the Evidence

Date and become shareholders only thereafter are entitled to participate and vote for the shares held by them only to the extent

that they are authorized by proxy or otherwise authorized. The Evidence Date has no significance for the entitlement to a dividend.

Proxy voting procedure

Shareholders may have their voting rights in

the ordinary General Meeting exercised by a proxy, e.g. the depositary bank, an association of shareholders or another person of

their choice. If the shareholder authorizes more than one person, the Company can reject one or more of such persons. The issue

of the proxy, its revocation and the evidence of authorization to be presented to the Company require the text form; financial

institutions, shareholders' associations and persons equated thereto according to section 278 (3) in connection with sections

135 (8) and 135 (10) in connection with sections 125 (5) AktG may - to the extent powers of attorney are issued to them -

provide for deviating provisions.

The Company offers that shareholders

may issue powers of attorney to proxies named by the Company who are bound to shareholders' voting instructions. Such persons

are employees of the Company or of an affiliated company who vote on the respective items of the agenda on the basis of powers

of attorney by shareholders and in accordance with the instructions issued by them. The proxies named by the Company must, for

this purpose, be issued powers of attorney as well as express and unambiguous instructions for the exercise of the voting right.

The proxies named by the Company are obligated to vote in accordance with the instructions. They cannot exercise the voting rights

at their own discretion. To the extent there is no express and unambiguous instruction, the proxies named by the Company will abstain

from voting on the respective voting matter.

The shareholders shall receive forms for powers

of attorney as well as the form for the power of attorney and the voting instructions for the proxies named by the Company and

further information regarding the issuing of powers of attorney together with the entrance ticket.

The evidence of the appointment of an authorized

person must be submitted to the following address:

Fresenius Medical Care AG & Co. KGaA