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SUPPLEMENTAL INFORMATION As a foreign private issuer under the rules and regulations of the U.S. Securities and Exchange Commission, Fresenius Medical Care AG & Co, KGaA (hereinafter also referred to as FMC AG & Co. KGaA

Key Takeaway: SUPPLEMENTAL INFORMATION As a foreign private issuer under the rules and regulations of the U.S. Securities and Exchange Commission, Fresenius Medical Care AG & Co, KGaA (hereinafter also referred to as FMC AG & Co. KGaA, the Company , we or our ) is not presently subject to

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SUPPLEMENTAL INFORMATION
As a foreign private
issuer under the rules and regulations of the U.S. Securities and Exchange
Commission, Fresenius Medical Care AG & Co, KGaA (hereinafter also referred
to as FMC AG & Co. KGaA, the Company , we or our ) is not presently
subject to the SEC s Proxy Rules. However, under the stipulations of the
Pooling Agreement among us, Fresenius SE, our general partner and our
independent directors, FMC AG & Co. KGaA has agreed to provide information to
shareholders which is roughly comparable to that which would be provided by a
U.S. corporation, except that it agreed to provide the following information as
it would be provided by a foreign private issuer under the SEC s rules:
(i) Security Ownership of
Certain Beneficial Owners of Fresenius Medical Care AG & Co. KGaA; (ii)
Trading markets: (iii) Directors and Senior Management; (iv) Compensation of
our Management Board and our Supervisory Board; (v) Options to Purchase Our
Securities, and (vi) material transactions between FMC AG & Co. KGaA and
its subsidiaries and directors and officers of FMC AG & Co. KGaA,
controlling persons of FMC AG & Co. KGaA, and relatives or spouses of such
directors, officers and controlling persons. The above information contained in
this letter has been extracted from our Annual Report on Form 20-F for the year
ended December 31, 2007 filed with the SEC (our 2007 20-F ). Our 2007 20-F is
available on the web site maintained by the SEC at www.sec.gov and on our web
Security Ownership of Certain
Beneficial Owners of Fresenius Medical Care AG & Co. KGaA
Our outstanding share
capital consists of ordinary shares and non-voting preference shares that are
issued only in bearer form. Accordingly, unless we receive information
regarding acquisitions of our shares through a filing with the Securities and
Exchange Commission or through the German statutory requirements referred to
below, we have no way of determining who our shareholders are or how many
shares any particular shareholder owns except as described below with respect
to our shares held in American Depository Receipt ( ADR ) form. Because we are
a foreign private issuer under the rules of the Securities and Exchange
Commission, our directors and officers are not required to report their
ownership of our equity securities or their transactions in our equity
securities pursuant to Section 16 of the Exchange Act. Under the German
Securities Exchange Law (Wertpapierhandelsgesetz), however,
persons who discharge managerial responsibilities within an issuer of shares
are obligated to notify the issuer and the German Federal Financial Supervisory
Authority of their own transactions in shares of the issuer. This obligation
also applies to persons who are closely associated with the persons discharging
managerial responsibility. Additionally, holders of voting securities of a
German company listed on the Regulated Market (Regulated Market) of a
German stock exchange or a corresponding trading segment of a stock exchange
within the European Union are obligated to notify the company of the level of
their holding whenever such holding reaches, exceeds or falls below certain
thresholds, which are 3%,
5%, 10%, 15%, 20%, 25%, 30%, 50% and 75%. The notification obligations also
apply to option agreements (excluding the 3% threshold).
Fresenius SE is the only entity that beneficially owns more than 5% of our
outstanding ordinary shares. We have been informed that as of December 31,
2006, Fresenius SE owned 36.4% of our ordinary shares.
Security Ownership of Certain
Beneficial Owners of Fresenius SE
SE s share capital consists of ordinary shares and non-voting preference
shares. Both classes of shares are issued only in bearer form. Accordingly,
Fresenius SE has no way of determining who its shareholders are or how many
shares any particular shareholder owns. However, under the German Securities
Exchange Law, holders of voting securities of a German company listed on the
Regulated Market (Regulated Market) of a German stock exchange or a
corresponding trading segment of a stock exchange within the European Union are
obligated to notify the company of certain levels of holdings, as described
on the most recent information available, Else Kr ner-Fresenius Foundation owns
approximately 60% of the Fresenius SE Ordinary shares. According to Allianz
Lebensversicherungs AG, they hold between 5%-10% of the Fresenius SE Ordinary
The principal trading
market for our ordinary shares and our preference shares is the Frankfurt Stock
Exchange. The ordinary shares of Fresenius Medical Care AG ( FMC-AG ) had been
listed on the Frankfurt Stock Exchange since October 2, 1996, the preference shares
since November 25, 1996. Trading in the ordinary shares and preference shares
of FMC-AG & Co. KGaA on the Frankfurt Stock Exchange commenced on February
Our shares are listed on
the Regulated Market (Regulierter Markt) of the Frankfurt Stock
Exchange and on the sub-segment Prime Standard of the Regulated Market. The
Prime Standard is a sub-segment of the Regulated Market with additional
post-admission obligations. Admission to the Prime Standard requires the
fulfillment of the following transparency criteria: publication of quarterly
reports; preparation of financial statements in accordance with international financial reporting
standards (IFRS or US-GAAP); publication of a company calendar;
convening of at least one analyst conference per year; publication of ad-hoc
messages (i.e., certain announcements of material developments and events) in
English. Companies aiming to be listed in this segment have to apply for
admission. Listing in the Prime Standard is a prerequisite for inclusion of
shares in the selection indices of the Frankfurt Stock Exchange, such as the
DAX, the index of 30 major German stocks.
Since October 1, 1996,
ADSs each representing one-third of an Ordinary share, and commencing June 15,
2007 following a 3-for-1 share split, each representing one Ordinary share (the
Ordinary ADSs ), have been listed and traded on the New York Stock Exchange
( NYSE ) under the symbol FMS. Since November 25, 1996, ADSs, each representing
one-third of a Preference share and, commencing June 15, 2007 following a
3-for-1 share split, each representing one Preference share (the Preference
ADSs ), have been listed and traded on the NYSE under the symbol FMC/P. At
December 31, 2007, there were 96,233 preference ADSs outstanding. Accordingly,
while the preference ADSs remain listed on the New York Stock Exchange, the
trading market for the preference ADSs is highly illiquid. In addition, the New
York Stock Exchange has advised us that if the number of publicly held
preference ADSs falls below 100,000, that preference ADSs could be delisted.
The Depositary for both the Ordinary ADSs and the Preference ADSs is The Bank
Last updated: Apr 18, 2008