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Avoidance of Conflicts of Interest

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 2011.

Prof. Dr. med. 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, Rostock, and Magdeburg. The Fresenius Group maintains business relations with these hospitals in the ordinary course under customary conditions. Klaus-Peter Müller is a member of the Supervisory Board of our Company and the Chairman of the Supervisory Board of Commerzbank AG, with which the Fresenius Group maintains business relationships under customary conditions. In 2011, the Fresenius Group paid about €600,000 to Commerzbank AG for services provided in connection with the Senior Notes issuances of Fresenius Medical Care. Dr. De Meo, a member of the Management Board of Fresenius Management SE (and formerly member of the Management Board of Fresenius SE), was a member of the supervisory board of Allianz Private Krankenversicherungs-AG until July 6, 2011. The Fresenius Group pays insurance premiums to Allianz under customary conditions and in customary amounts. They amounted to €4.34 million in 2011 (2010: €3 million).

Consultancy or other service relationships between members of the Supervisory Board and the Company existed with regard to Dr. Schenk, Deputy Chairman of the Supervisory Board of Fresenius SE until January 28, 2011, member of the Supervisory Board of Fresenius Management SE since March 11, 2010, and Deputy Chairman of the same since May 12, 2010. Dr. Schenk is a partner in the international law firm Noerr LLP. The law firm Noerr provided legal advice to the Fresenius Group in 2011. The Fresenius Group paid a total of €1.43 million to the law firm Noerr in 2011 (2010: €1 million). This corresponds to 2% of the total amount paid by Fresenius Group for services and legal advice in 2011 (2010: 1.5%). Thereof, about €45,000 were attributable to services for Group companies not related to the business segment Fresenius Medical Care. Those 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 and the Supervisory Board of Fresenius SE & Co. KGaA have examined the mandate closely. The Supervisory Board of Fresenius Management SE has approved this mandate. Dr. Schenk did not take part in the voting. The Supervisory Board of Fresenius SE & Co. KGaA, where Dr. Schenk is not a member, unanimously approved the mandate for the period of January 1 until the change of legal form. 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 2011, the invoices were paid after the Supervisory Board gave its approval.

Further consulting or service contracts between Supervisory Board members and the Company existed in the case of Prof. Dr. h. c. Berger, who is both a member of the Supervisory Board of Fresenius Management SE and of Fresenius SE & Co. KGaA and is at the same time a partner in Roland Berger Strategy Consultants. The Fresenius Group paid €675,000 to that company for services rendered in 2011 (2010: €0.2 million). The Supervisory Boards of Fresenius Management SE and Fresenius SE & Co. KGaA have examined this mandate closely. The Supervisory Board of Fresenius Management SE and the Supervisory Board of Fresenius SE & Co. KGaA have approved this mandate. Prof. Dr. h. c. Berger abstained from the voting. The approval was 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 “Avoidance of conflicts of interest” are net amounts. In addition, VAT and insurance tax was paid.

There are no other consulting or service contracts between Supervisory Board members and the Company.

Fresenius has disclosed the information on related parties in the quarterly reports for 2011 and in the Annual Report.

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