Invitation to the Annual General Meeting Fresenius Medical Care AG & Co. KGaA Hof an der Saale ISIN: DE0005785802 // Securities Identification No.: 578580 ISIN: DE000A3MQCP7 // Securities Identification No.: A3MQCP ISIN:

to the Annual General Meeting

Medical Care AG & Co. KGaA

DE0005785802 // Securities Identification No.: 578580

DE000A3MQCP7 // Securities Identification No.: A3MQCP

US3580291066 // CUSIP: 358029106

hereby invite our shareholders to the

be held on Thursday, 12 May 2022, at 10:00 hours Central European Summer Time (CEST).

the progress already made in containing the Covid-19 pandemic, it is still necessary to avoid the spread of the coronavirus to the largest

extent possible. With a view to the actual pandemic situation, as it appears in the run-up to the convening of the Annual General Meeting,

also the Annual General Meeting 2022 will be held as a virtual General Meeting without the physical presence of shareholders or their

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.

General Partner and the Supervisory Board propose that the annual financial statements of Fresenius Medical Care AG & Co. KGaA

for fiscal year 2021 as presented, showing a profit of EUR 2,672,376,226.38, be approved.

General Partner and the Supervisory Board propose to allocate the distributable profit shown in the annual financial statements in the

amount of EUR 2,672,376,226.38 for fiscal year 2021 as follows:

the number of shares entitled to dividend for fiscal year 2021 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 1.35 for each share entitled to dividend as well

as accordingly amended amounts for the dividend sum and the profit carried forward to new account.

dividend is due on 17 May 2022.

General Partner and the Supervisory Board propose the approval of the actions of the General Partner of the Company for fiscal year 2021.

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 2021.

Supervisory 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,

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.

to the new legal provisions introduced by the Act Implementing the Second Shareholder Rights Directive (ARUG II), the management board

and the supervisory board of listed companies must prepare an annual compensation report in accordance with section 162 AktG. The compensation

report for fiscal year 2021 presents in detail the compensation components awarded or due in fiscal year 2021 to the current and former

members of the Management Board and the Supervisory Board of the General Partner as well as the current and former members of the Supervisory

Board of the Company.

to section 162 (3) AktG, the compensation report was reviewed by the auditor to determine whether the legally required disclosures

pursuant to section 162 (1) and (2) AktG were made. In addition to the statutory requirements, the content of the report was

also reviewed by the auditor.

compensation report prepared and audited according to section 162 AktG must be submitted to the General Meeting pursuant to section 120a

(4) AktG for approval.

compensation report for fiscal year 2021 including the auditor's note is included under Section II. of this convening notice

following this agenda. The report is part of this convening notice to the Annual General Meeting and is also available on the Company's

website at www.freseniusmedicalcare.com/en/agm/.

General Partner and the Supervisory Board propose to approve the compensation report for fiscal year 2021.

COMPENSATION REPORT FOR FISCAL YEAR 2021

Compensation Report of Fresenius Medical Care AG & Co. KGaA (the "Company") for the fiscal year 2021 (the "Fiscal

Year") was prepared in accordance with the requirements of section 162 of the German Stock Corporation Act (Aktiengesetz -

"AktG") as amended by the German Act Implementing the Second Shareholder Rights Directive (Gesetz zur Umsetzung der zweiten

Aktion rsrechterichtlinie - ARUG II). The Compensation Report includes individualized and comprehensive information on the

compensation within the meaning of section 162 para. 1 AktG awarded and due to current and former members of the management board and

of the supervisory board in the Fiscal Year and benefits within the meaning of section 162 para. 2 AktG awarded and promised to members

of the management board.

PricewaterhouseCoopers

GmbH Wirtschaftspr fungsgesellschaft audited the Compensation Report from a procedural perspective pursuant to section 162 para.

3 AktG. In addition to such audit from a procedural perspective which is required by law with respect to the existence of the information

required by law, PricewaterhouseCoopers GmbH Wirtschaftspr fungsgesellschaft was instructed to carry out an audit from a substantive

perspective of the information included in the Compensation Report. The auditor's report is annexed to this Compensation Report.

Fiscal Year in retrospect

compensation awarded and due in the Fiscal Year rewarded the performance of the members of the general partner's management board

in achieving the strategic goals in the Fiscal Year and, at the same time, provided effective incentives for the long-term value-creation

of the Company - taking into account the interests of patients, shareholders, employees and other stakeholders. Therefore, the

compensation of the members of the general partner's management board reported in this Compensation Report made a significant contribution

to promoting the business strategy and the long-term sustainable development of the Company and the group.

the Fiscal Year, too, the Company's business performance was affected by the continuing COVID-19 pandemic. Excess mortality attributable

to COVID-19 among the company's patients negatively impacted on the organic growth of the health care services business, profitability,

the utilization of the clinic infrastructure and adjacent business areas. At the same time, additional costs caused by the pandemic remained

at a high level. This included, for example, expenses for personal protective equipment and higher staff costs for dialysis treatments.

In 2020, a large portion of these costs had been compensated by government relief funding, in particular under the CARES Act in the United

States. In the Fiscal Year, the company did not receive support funding in a comparable amount. The burdens caused by the pandemic could

be offset only partially by positive effects, such as the increased number of patients with Medicare Advantage insurance in the United

States and a slight increase of the reimbursement for dialysis treatments. Despite the negative impact of COVID-19, the group revenue

decreased, compared to the previous year, only by 1% (+2% at constant currency) to 17,619 million, net income (net income attributable

to shareholders of Fresenius Medical Care AG & Co. KGaA) decreased by 17% (-14% at constant currency) to 969 million

- in both cases in line with the Company's expectations for the Fiscal Year.

incentive target achievement for the Fiscal Year

the Fiscal Year, this business performance was reflected by an overall target achievement of 73.45% to 97.57% for the short-term incentive

for the Fiscal Year depending on the function of the relevant member of the management board. For further details see the section "Short-term

incentive - MBBP 2020+".

variable compensation target achievement for the performance period ending at the end of the Fiscal Year

performance period of the allocation made under the Management Board Long Term Incentive Plan 2019 (MB LTIP 2019) in the fiscal year

2019 also ended upon the end of the Fiscal Year. The annual target values and target achievements for the 2019, 2020 and 2021 performance

periods were each as shown in the following table:

growth and net income growth were determined at constant currency. To ensure comparability, the figures underlying the achievement of

the revenue growth target and of the net income growth target for the performance period 2019 and of the ROIC target for the performance

periods 2019, 2020 and 2021 were adjusted for effects resulting from the application of IFRS 16. Furthermore, an impairment in the Latin

America Segment, which solely related to the carrying amounts, was excluded for the determination of the target achievement for the performance

period 2020. Further details on the impairment are included in the section "Financial performance targets".

to the other conditions of the MB LTIP 2019, the resulting compensation is paid out in 2023. Further details will be included in the

Compensation Report for the fiscal year 2023 in accordance with section 162 AktG.

Company's structure and corporate bodies' compensation

Company is a German partnership limited by shares (Kommanditgesellschaft auf Aktien), which does not have any management board

itself but has a general partner, Fresenius Medical Care Management AG (the "General Partner"), which manages the Company's

affairs according to the Articles of Association. Each of the Company and the General Partner has its own supervisory board, the activities

of which are remunerated in accordance with the Articles of Association of the Company and the General Partner, respectively. For further

information on the Company's corporate governance, please see the Company's Declaration on Corporate Governance (Erkl rung

zur Unternehmensf hrung), which is publicly available on the Company's website. Hence, the Company's Compensation

Report includes not only information on the compensation of the General Partner and the Company's supervisory board (the "Supervisory

Board"), but also on the compensation of the General Partner's management board (the "Management Board") and