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CONVERSION OF FRESENIUS AG INTO A EUROPEAN COMPANY (SOCIETAS EUROPAEA, SE)

The conversion of Fresenius AG into a European Company (Societas Europaea) became effective on July 13, 2007, with the entry of Fresenius SE in the Commercial Register at the municipal court of Bad Homburg. The procedure for the involvement of employees had been successfully completed previously. The employee representatives on the Supervisory Board of Fresenius SE were appointed by the relevant district court. The Supervisory Board still consists of twelve members with parity for the six shareholder and six employee representatives. For the first time, the employee representatives consist not only of German national but also include a member from Austria and one from Italy. The six shareholder representatives were elected at the Extraordinary General Meeting on December 4, 2006, where the resolution adopting the statutes of Fresenius SE was also approved. The holders of ordinary shares entitled to vote approved the conversion to an SE by an overwhelming majority of 99.99 percent. The conversion does not have any effect on the Company’s corporate governance organization apart from the changed composition of the Supervisory Board.

IMPLEMENTATION OF THE GERMAN CORPORATE GOVERNANCE GUIDELINES

The Management and Supervisory Boards of Fresenius SE have made a Declaration of Compliance pursuant to § 161 of the German Stock Corporation Act (Aktiengesetz), in accordance with the German Corporate Governance Code as of June 14, 2007, and have made it available to the shareholders. In accordance with clause 3.10 of the Code, this declaration, as well as past declarations, is available in our website at www.fresenius.de/Investor Relations/Corporate Governance. On December 6, 2007, the Management Board and the Supervisory Board of Fresenius SE declared that the recommendations of the “German Commission on the German Corporate Governance Code” published by the Federal Ministry of Justice in the official section of the electronic Federal Gazette have been and are being complied with and were complied with in the past. The Management Board and the Supervisory Board also intend to follow the recommendations of the German Corporate Governance Code in the future. Merely the following recommendations have not been or are not being adhered to:

• Code clause 4.2.3 recommends that stock options and similar instruments should be linked to demanding and relevant parameters of comparison. Such a performance target was not common practice internationally in 2003 when the resolution on the currently valid Fresenius Stock Option Plan was adopted by the Annual General Meeting. As a global company, Fresenius competes on a worldwide basis for highly qualified staff. Therefore, under the current stock option plan it is possible to refrain from setting a performance target. In May 2008, the Annual General Meeting of Fresenius SE will pass a resolution on a new plan against the background of the changed underlying circumstances. Clause 4.2.3 further recommends that the Supervisory Board should agree to a cap for stock options and comparable instruments in the event of extraordinary, unforeseen developments. The currently valid stock option plan does not contain any regulation.
• Pursuant to clause 5.4.1 of the Code, an age limit is to be specified for the members of the Supervisory Board. According to clause 5.1.2, the same shall apply to the members of the Management Board. As in the past, Fresenius will refrain from introducing an age limit for members of the Management and Supervisory Boards as this would limit the selection of qualified candidates.
• Under clause 5.4.3 of the Code, elections to the Supervisory Board are to be made on an individual basis. As part of the conversion into an SE, Fresenius decided to appoint the six shareholder representatives of the first Supervisory Board of Fresenius SE by the Articles of Association. This corresponds to the option provided by law for appointing members of the first Supervisory Board of an SE (Art. 40, paragraph 2 sentence 2 of the SE Regulation). Therefore this deviation only applies to the appointment of the first Supervisory Board of Fresenius SE. No further statement regarding the future is linked to this decision.