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Corporate Governance Report

The German Corporate Governance Code (Code) was established to increase confidence in the corporate management of publicly traded companies. It aims to provide more transparency for investors regarding existing regulations concerning the management and monitoring of companies. The Management and Supervisory Boards of Fresenius SE support the principles set out in the Code and are committed to responsible management that is focused on achieving a sustainable increase in the value of the Company. Key elements of this approach are long-term corporate strategies, solid financial management and strict adherence to legal and ethical business standards. Transparent corporate communication is a further commitment. Good corporate governance is an integral part of corporate policy at Fresenius. Our value-enhancing strategies, as well as the majority of the guidelines, recommendations and proposals for responsible management contained in the Code, have been basic components of Fresenius’ activities for many years.

SHAREHOLDERS

The shareholders execute their rights at the General Meeting and exercise their voting rights there. Each ordinary share of Fresenius SE confers one vote. Preference shares of Fresenius SE basically confer no voting rights. Holders of these shares have precedence in the distribution of earnings and are entitled to a higher dividend. None of the shares carry multiple or preferential voting rights.

ANNUAL GENERAL MEETING

Our last Annual General Meeting (AGM) was held on May 16, 2007 in Frankfurt am Main. Approximately 91% of the ordinary share capital and approximately 9% of the preference share capital was represented at the meeting. We broadcast the speech of the Chairman of the Management Board on our website www.fresenius.com/Investor Relations/Annual General Meeting for those shareholders unable to attend the AGM. In addition, shareholders were able to have their voting rights exercised by proxy or, in line with the recommendation in the Code, by a voting representative appointed by Fresenius SE. The AGM voted on the appropriation of the distributable profits, the approval of the actions of the Management and Supervisory Boards and the appointment of the auditors.

MANAGEMENT BOARD

The Management Board of Fresenius SE is responsible for managing the Company and conducts Fresenius’ business. Its actions and decisions are focused on the Company’s interests. The Management Board’s seven members are listed here.

SUPERVISORY BOARD

The Supervisory Board of Fresenius SE consists of twelve members who are appointed by the AGM. Of these, six members are appointed on the basis of proposals put forward by the employees; the AGM is bound to these nominations. The term of office of the current Supervisory Board members will end at the close of the Company’s AGM on May 21, 2008.

One Supervisory Board member is a partner in a law firm that provides legal advice to the Group. The Supervisory Board has approved this mandate. There are no other consulting and service contracts between the Company and members of the Supervisory Board. The Supervisory Board is not aware of any conflicts of interest involving members of the Supervisory or Management Boards. Members are required to notify the Supervisory Board promptly should such conflicts arise.

The Supervisory Board appoints the members of the Management Board, and supervises and advises the Management Board in its management of the Company. The Supervisory Board has established rules of procedure in accordance with clause 5.1.3 of the Code. The Chairman of the Supervisory Board is responsible for coordinating the activities of the Supervisory Board, chairing its meetings and representing its interests externally.