As requested by Article 161 of the Stock Corporation Act (Aktiengesetz), the Supervisory Board and the Management Board of listed companies are obliged to declare whether the Code has been and is being complied with or which of the Code's recommendations are not being applied on yearly basis. This declaration must be made available to shareholders at all times.

The Board of Management and the Supervisory Board of Fresenius Medical Care AG & Co. KGaA declare that the recommendations of the “German Corporate Governance Code Government Commission”, published by the Federal Ministry of Justice in the official section of the electronic Federal Gazette have been met and will be met. The following recommendations are the only ones not been or being applied:

Codex clause 5.1.2 and 5.4.1

“Age limit Management and Supervisory Board”

According to clause 5.4.1 an age limit shall be specified for the members of the Supervisory Board. According to clause 5.1.2, the same shall apply for members of the Management Board. As in the past, Fresenius Medical Care will refrain from introducing an age limit for members of the Management and Supervisory Board since this would limit the selection of qualified candidates.

Codex clause 5.4.7

“Compensation Supervisory Board”

Based on the German Corporate Governance Code Members of the Supervisory Board shall receive fixed as well as performance-related compensation. Performance-related compensation should also contain components based on the long-term performance of the company. Currently, Fresenius Medical Care pays an annual fixed compensation to the members of the Supervisory Board only. In addition, we regularly consider the introduction of a performance-related compensation linked to the success of the company to the members of the Supervisory Board.

Bad Homburg, December 2007

Fresenius Medical Care AG & Co. KGaA
Supervisory Board and
Management Board (represented by Fresenius Medical Care Management AG)