Invitation to the Annual General Meeting Fresenius Medical Care AG & Co. KGaA Hof an der Saale ISIN: DE0005785802 // Securities Identification No.: 578580 ISIN : DE000A3H23E3// Securities Identification No.: A3H23E ISIN:

Invitation to the Annual General Meeting

Fresenius Medical Care AG &

ISIN: DE0005785802 // Securities Identification No.: 578580

ISIN: DE000A3H23E3//

Securities Identification No.: A3H23E

ISIN: US3580291066 //

We hereby invite our shareholders to the

Annual General Meeting

to be held on Thursday, 20 May 2021, at 10:00

hours Central European Summer Time (CEST).

Against the background of the continuing spread

of the coronavirus SARS-CoV-2 and the orders of the competent authorities, the Annual General Meeting will be held as a virtual General

Meeting without the physical presence of shareholders or their proxies.

The Supervisory Board approved the annual financial

statements and the consolidated 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; otherwise, the aforementioned documents are to be made available to the General Meeting without requiring

a further resolution in this regard.

and the Supervisory Board propose that the annual financial statements of Fresenius Medical Care AG & Co. KGaA for fiscal year

2020 as presented, showing a profit of EUR 1,327,813,877.14, be approved.

and the Supervisory Board propose to allocate the distributable profit shown in the annual financial statements in the amount of EUR 1,327,813,877.14

for fiscal year 2020 as follows:

If the number of shares entitled to dividend for

fiscal year 2020 changes until the General Meeting, the General Meeting will be presented with a proposal that will be adjusted accordingly,

with an unchanged dividend of EUR 1.34 for each share entitled to dividend as well as accordingly amended amounts for the dividend sum

and the profit carried forward to new account.

The dividend is due on 26 May 2021.

The General Partner and the Supervisory Board

propose the approval of the actions of the General Partner of the Company for fiscal year 2020.

The General Partner and the Supervisory Board

propose the approval of the actions of the members of the Supervisory Board of the Company for fiscal year 2020.

Board - based on the recommendation of its Audit and Corporate Governance Committee (Pr fungs- und Corporate-Governance-Ausschuss)

- proposes the election of PricewaterhouseCoopers GmbH Wirtschaftspr fungsgesellschaft, Frankfurt am Main,

The Audit and Corporate Governance Committee stated

that its recommendation is free from undue influence by a third party and that no clause restricting the choice in the meaning of Article 16

(6) of the EU Statutory Audit Regulation (Regulation (EU) No. 537/2014) has been imposed upon it.

the conclusion of the Annual General Meeting on 20 May 2021, the regular term in office of all members of the Supervisory Board ends.

Pursuant to the Articles of Association of the Company, also the term of the two members of the Joint Committee who were appointed

from the Supervisory Board of the Company to the Joint Committee by the General Meeting ends at the same time. Therefore, new elections

of the members of the Supervisory Board and of the members of the Joint Committee of the Company to be elected by the General Meeting

According to sections 278 (3), 96 (1), 101 (1) AktG

and Article 8 (1) of the Articles of Association of the Company, the Supervisory Board consists of six members who are elected

by the General Meeting in accordance with the German Stock Corporation Act. Pursuant to Article 8 (2) of the Company's

Articles of Association, the Supervisory Board members are, unless expressly otherwise resolved by the General Meeting, elected for the

period until the conclusion of the Annual General Meeting which resolves on the approval of the actions (Entlastung) for the fourth

fiscal year after the commencement of the term of office. The year in which the term of office commences shall not be counted. Against

this backdrop, the Supervisory Board members could be elected for the period until the conclusion of the Annual General Meeting which

resolves on the approval of the actions (Entlastung) for fiscal year 2025. With a view to the requirements of investors and proxy

advisors, it is, however, proposed to deviate from this in line with the Company's Articles of Association and to elect the Supervisory

Board members only for the period until the conclusion of the Annual General Meeting which resolves on the approval of the actions (Entlastung)

for fiscal year 2024.

In line with the recommendation C.15 sentence

1 of the German Corporate Governance Code (Deutscher Corporate Governance Kodex - DCGK), the elections are conducted on an

According to Article 13a of the Company's

Articles of Association, the Company has a Joint Committee consisting of two members of the Supervisory Board of the General Partner delegated

by the General Partner and two members of the Supervisory Board of the Company. Pursuant to Article 13b (2) sentence 1 of the

Articles of Association of the Company, the two Supervisory Board members of the Company on the Joint Committee are to be appointed by

the General Meeting. In order to ensure a concurrent term of membership in the Supervisory Board of the Company and in the Joint Committee,

the Supervisory Board members in the Joint Committee, in line with Article 13b (4) and Article 8 (2) of the Company's

Articles of Association, shall also be elected for the period until the conclusion of the Annual General Meeting which resolves on the

approval of the actions (Entlastung) for fiscal year 2024.

Board proposes the election of the following persons to the Supervisory Board for the period until the conclusion of the General Meeting

which resolves on the approval of the actions (Entlastung) for fiscal year 2024 and, in parallel and for the same period, the election

of Mr. Rolf A. Classon and Dr. Dorothea Wenzel to the Joint Committee of the Company in accordance with sections 13a

et seqq. of the Articles of Association of the Company:

Among the candidates in particular Mr. Rolf

A. Classon and Ms. Pascale Witz as a result of their broad experience and their longstanding membership in the Audit Committees of

listed companies have the required expertise in the fields of accounting respectively auditing within the meaning of section 100 (5) AktG.

It is intended to propose Dr. Schenk for

the chair of the Supervisory Board in case of his re-election to the Supervisory Board of the Company.

disclosed as a matter of precaution in view of the recommendation C.13 DCGK: Dr. Schenk is member and Vice Chairman of the

Supervisory Board of Fresenius Medical Care Management AG, the general partner of the Company, and member and Vice Chairman of the Supervisory

Board of Fresenius Management SE, the general partner of Fresenius SE & Co. KGaA. Fresenius SE & Co. KGaA holds approximately

32.2 % of the shares of the Company. Dr. Schenk is also the Chairman of the foundation board of the Else Kr ner-Fresenius-Stiftung,

the sole shareholder of Fresenius Management SE; the Else Kr ner-Fresenius-Stiftung further holds approximately 26.7 % of the shares

of Fresenius SE & Co. KGaA. In addition, he is member and chairman of the economic council of the Else Kr ner-Fresenius-Stiftung,

which tasks include the administration of the Else Kr ner-Fresenius-Stiftung's participation in Fresenius SE & Co. KGaA

and the exercise of the voting rights attached thereto. Mr. Classon is a member of the Supervisory Board of Fresenius Medical Care

Management AG, i.e. the general partner of the Company. Other than indicated above, it is the Supervisory Board's assessment that

no personal or business relations exist between the candidates proposed for election under this agenda item and the enterprise, the corporate

bodies of the Company or a shareholder holding a material interest in the Company which an objective shareholder would consider material

for the election decision.

the meaning of the recommendation C.7 DCGK are, in the view of the Supervisory Board, in any case the candidates Mr. Classon, Mr. Sorensen,

MD, Dr. Wenzel, Ms. Witz and Professor Dr. Z nd.

The aforementioned election proposals of the Supervisory

Board are based on the recommendations of the Supervisory Board's Nomination Committee and take into account the diversity concept

and the profile of skills and expertise of the Supervisory Board. The Supervisory Board has resolved to propose Mr. Classon for re-election

to the Supervisory Board on account of his comprehensive experience and special qualifications, thus making an exception to the existing

standard age limit for the Supervisory Board.

The relevant personal details of the individuals

proposed for election under this agenda item as well as further relevant information are listed under Section II. following this

agenda. Corresponding information are available on the Company's website under www.freseniusmedicalcare.com/en/agm/.

The authorization of the Management Board of the

General Partner to purchase and use treasury shares for specific purposes as resolved by the Annual General Meeting on 12 May 2016

ends upon the expiration of 11 May 2021. In order to enable the Company to purchase and use treasury shares also in the future, this

authorization shall be renewed for a period of five further years in accordance with the well-established practice of large listed companies.

The General Partner and the Supervisory Board

therefore propose to resolve:

In connection with the authorization