Effective December 4, 2012 the
Companys American
Depositary Share ADS Ratio
Changed from 11 One ADS
Representing One deposited
Share to 21 Two ADSs
Representing One deposited
Share.

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THE BANK OF NEW YORK
AMERICAN DEPOSITARY
RECEIPT
FOR ORDINARY BEARER
SHARES OF
FRESENIUS MEDICAL CARE
AG CO. KGaA
ORGANIZED UNDER THE
LAWS OF THE
FEDERAL REPUBLIC OF
GERMANY

The Bank of New York, as
depositary hereinafter called the
Depositary, hereby certifies that ,
or registered assigns IS THE
OWNER OF
AMERICAN DEPOSITARY
SHARES
representing deposited ordinary
bearer shares herein called Shares
of Fresenius Medical Care AG
Co. KGaA, a partnership limited
by shares Kommanditgesellschaft
auf Aktien organized under the
laws of the Federal Republic of
Germany herein called the
Company. At the date hereof,
each American Depositary Share
represents onethird of one Share
deposited or subject to deposit
under the Deposit Agreement as
such term is hereinafter defined
at the principal Frankfurt office
of BHF Bank AG herein called
the Custodian. The Depositarys
Corporate Trust Office is located
at a different address than its
principal executive office. Its
Corporate Trust Office is located
at 101 Barclay Street, New York,
N.Y. 10286, and its principal
executive office is located at One
Wall Street, New York, N.Y.
10286.
THE DEPOSITARYS
CORPORATE TRUST OFFICE
ADDRESS IS
101 BARCLAY STREET, NEW
YORK, N.Y. 10286

1. THE DEPOSIT AGREEMENT.
This American Depositary
Receipt is one of an issue herein
called Receipts, all issued and to
be issued upon the terms and
conditions set forth in the deposit
agreement, dated as of February
26, 2007 the Deposit Agreement,
by and among the Company, the
Depositary, and all Owners and
holders from time to time of
American Depositary Shares
issued thereunder, each of whom
by accepting American
Depositary Shares agrees to
become a party thereto and
become bound by all the terms
and conditions thereof. The
Deposit Agreement sets forth the
rights of Owners and holders and
the rights and duties of the
Depositary in respect of the
Shares deposited thereunder and
any and all other securities,
property and cash from time to
time received in respect of such
Shares and held thereunder such
Shares, securities, property, and
cash are herein called Deposited
Securities. Copies of the Deposit
Agreement are on file at the
Depositarys Corporate Trust
Office in New York City and at
the office of the Custodian.
The statements made on the face
and reverse of this Receipt are
summaries of certain provisions
of the Deposit Agreement and
are qualified by and subject to
the detailed provisions of the
Deposit Agreement, to which
reference is hereby made.
Capitalized terms defined in the
Deposit Agreement and not
defined herein shall have the
meanings set forth in the Deposit
Agreement.
2. SURRENDER OF RECEIPTS AND WITHDRAWAL OF SHARES. Upon surrender at the Corporate Trust Office of the Depositary of American Depositary Shares, and upon payment of the fee of the Depositary provided in this Receipt, and subject to the terms and conditions of the Deposit Agreement, the Owner of those American Depositary Shares is entitled to delivery, to him or as instructed, of the amount of Deposited Securities at the time represented by those American Depositary Shares. Delivery of such Deposited Securities may be made by the delivery of a certificates or account transfer in the name of the Owner hereof or as ordered by him, with proper endorsement or accompanied by proper instruments or instructions of transfer and b any other securities, property and cash to which such Owner is then entitled in respect of this Receipt. Such delivery will be made at the option of the Owner hereof, either at the office of the Custodian or at the Corporate Trust Office of the Depositary, provided that the forwarding of certificates for Shares or other Deposited Securities for such delivery at the Corporate Trust Office of the Depositary shall be at the risk and expense of the Owner hereof.
3. TRANSFERS, SPLITUPS, AND COMBINATIONS OF RECEIPTS.
Transfers of American
Depositary Shares may be
registered on the books of the
Depositary by the Owner in
person or by a duly authorized
attorney, upon surrender of those
American Depositary Shares
properly endorsed for transfer or
accompanied by proper
instruments of transfer, in the
case of a Receipt, or pursuant to
a proper instruction including, for
the avoidance of doubt,
instructions through DRS and
Profile as provided in Section
2.10 of the Deposit Agreement,
in the case of uncertificated
American Depositary Shares, and
funds sufficient to pay any
applicable transfer taxes and the
expenses of the Depositary and
upon compliance with such
regulations, if any, as the
Depositary may establish for such
purpose. This Receipt may be
split into other such Receipts, or
may be combined with other such
Receipts into one Receipt,
evidencing the same aggregate
number of American Depositary
Shares as the Receipt or Receipts
surrendered. The Depositary,
upon surrender of a Receipt for
the purpose of exchanging for
uncertificated American
Depositary Shares, shall cancel
that Receipt and send the Owner
a statement confirming that the
Owner is the Owner of
uncertificated American
Depositary Shares. The
Depositary, upon receipt of a
proper instruction including, for
the avoidance of doubt,
instructions through DRS and
Profile as provided in Section
2.10 of the Deposit Agreement
from the Owner of uncertificated
American Depositary Shares for
the purpose of exchanging for
certificated American Depositary
Shares, shall execute and deliver
to the Owner a Receipt
evidencing those American
Depositary Shares. As a
condition precedent to the
delivery, registration of transfer,
or surrender of any American
Depositary Shares or splitup or
combination of any Receipt or
withdrawal of any Deposited
Securities, the Depositary, the
Custodian, or Registrar may
require payment from the
depositor of the Shares or the
presenter of the Receipt or
instruction for registration of
transfer or surrender of American
Depositary Shares not evidenced
by a Receipt of a sum sufficient
to reimburse it for any tax or
other governmental charge and
any stock transfer or registration
fee with respect thereto including
any such tax or charge and fee
with respect to Shares being
deposited or withdrawn and
payment of any applicable fees as
provided in the Deposit
Agreement, may require the
production of proof satisfactory
to it as to the identity and
genuineness of any signature and
may also require compliance with
any regulations the Depositary
may establish consistent with the
provisions of the Deposit
Agreement.
The delivery of American
Depositary Shares against deposit
of Shares generally or against
deposit of particular Shares may
be suspended, or the transfer of
American Depositary Shares in
particular instances may be
refused, or the registration of
transfer of outstanding American
Depositary Shares generally may
be suspended, during any period
when the transfer books of the
Depositary are closed, or if any
such action is deemed necessary
or advisable by the Depositary or
the Company at any time or from
time to time because of any
requirement of law or of any
government or governmental
body or commission, or under
any provision of the Deposit
Agreement, or for any other
reason, subject to the provisions
of the following sentence.
Notwithstanding anything to the
contrary in the Deposit
Agreement or this Receipt, the
surrender of outstanding
American Depositary Shares and
withdrawal of Deposited
Securities may not be suspended
subject only to i temporary delays
caused by closing the transfer
books of the Depositary or the
Company or the Foreign
Registrar, if applicable, or the
deposit of Shares in connection
with voting at a shareholders
meeting, or the payment of
dividends, ii the payment of fees,
taxes and similar charges, and iii
compliance with any U.S. or
foreign laws or governmental
regulations relating to the
American Depositary Shares or to
the withdrawal of the Deposited
Securities. Without limitation of
the foregoing, the Depositary
shall not knowingly accept for
deposit under the Deposit
Agreement any Shares which
would be required to be
registered under the provisions of
the Securities Act of 1933, unless
a registration statement is in
effect as to such Shares or such
Shares are exempt from
registration thereunder.
4. LIABILITY OF OWNER FOR TAXES. If any tax or other governmental charge shall become payable with respect to any American Depositary Shares or any Deposited Securities represented by any American Depositary Shares, such tax or other governmental charge shall be payable by the Owner to the Depositary. The Depositary may refuse to register any transfer of those American Depositary Shares or any withdrawal of Deposited Securities represented by those American Depositary Shares until such payment is made, and may withhold any dividends or other distributions, or may sell for the account of the Owner any part or all of the Deposited Securities represented by those American Depositary Shares, and may apply such dividends or other distributions or the proceeds of any such sale in payment of such tax or other governmental charge and the Owner shall remain liable for any deficiency.
5. WARRANTIES ON DEPOSIT OF SHARES. Every person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant, that such Shares and each certificate therefor, if applicable, are validly issued, fully paid, nonassessable and free of any preemptive rights of the holders of outstanding Shares and that the person making such deposit is duly authorized so to do. Every such person shall also be deemed to represent that the deposit of such Shares and the sale of American Depositary Shares representing such Shares by that person are not restricted under the Securities Act of 1933. Such representations and warranties shall survive the deposit of Shares and delivery of American Depositary Shares.
6. FILING PROOFS, CERTIFICATES, AND OTHER INFORMATION. Any person presenting Shares for deposit or any Owner or holder may be required from time to time to file with the Depositary or the Custodian such proof of citizenship or residence, exchange control approval, or such information relating to the registration on the books of the Company or the Foreign Registrar, if applicable, to execute such certificates and to make such representations and warranties, as the Depositary may deem necessary or proper. The Depositary may withhold the delivery or registration of transfer of any American Depositary Shares or the distribution of any dividend or sale or distribution of rights or of the proceeds thereof or the delivery of any Deposited Securities until such proof or other information is filed or such certificates are executed or such representations and warranties made. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Federal Republic of Germany, which is then performing the function of the regulation of currency exchange.
7. CHARGES OF DEPOSITARY. The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering American Depositary Shares or to whom American Depositary Shares are issued including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the American Depositary Shares or Deposited Securities or a delivery of American Depositary Shares pursuant to Section 4.03 of the Deposit Agreement, or by Owners, as applicable 1 taxes and other governmental charges, 2 such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the terms of the Deposit Agreement, 3 such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agreement, 4 such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement, 5 a fee of 5.00 or less per 100 American Depositary Shares or portion thereof for the delivery of American Depositary Shares pursuant to Section 2.03, 4.03 or 4.04 of the Deposit Agreement and the surrender of American Depositary Shares pursuant to
Section 2.05 or 6.02 of the Deposit Agreement, 6 a fee of .02 or less per American Depositary Share or portion thereof for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.01 through 4.04 of the Deposit Agreement, 7 a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities for purposes of this clause 7 treating all such securities as if they were Shares but which securities are instead distributed by the Depositary to Owners, 8 in addition to any fee charged under clause 6, a fee of .02 or less per American Depositary Share or portion thereof for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause 9 below and 9 any other charges payable by the Depositary, any of the Depositarys agents, including the Custodian, or the agents of the Depositarys agents in connection with the servicing of Shares or other Deposited Securities which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions. The Depositary, subject to Article 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.
8. PRERELEASE OF RECEIPTS. Notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to
Section 2.02 of the Deposit Agreement a PreRelease. The Depositary may, pursuant to
Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been PreReleased, whether or not such cancellation is prior to the termination of such PreRelease or the Depositary knows that such American Depositary Shares have been PreReleased. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a PreRelease. Each PreRelease will be a preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivered, that such person, or its customer, owns the Shares or American Depositary Shares to be remitted, as the case may be, b at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate but such collateral shall not constitute Deposited Securities, c terminable by the Depositary on not more than five 5 business days notice, and d subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of American Depositary Shares which are outstanding at any time as a result of PreRelease will not normally exceed thirty percent 30 of the Shares deposited under the Deposit Agreement provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
9. TITLE TO RECEIPTS. It is a condition of this Receipt and every successive Owner and holder of this Receipt by accepting or holding the same consents and agrees that when properly endorsed or accompanied by proper instruments of transfer, shall be transferable as certificated registered securities under the laws of New York. American Depositary Shares not evidenced by Receipts shall be transferable as uncertificated registered securities under the laws of New York. The Depositary, notwithstanding any notice to the contrary, may treat the Owner of American Depositary Shares as the absolute owner thereof for the purpose of determining the person entitled to distribution of dividends or other distributions or to any notice provided for in the Deposit Agreement and for all other purposes, and neither the Depositary nor the Company shall have any obligation or be subject to any liability under the Deposit Agreement to any holder of a Receipt unless such holder is the Owner thereof.
10. VALIDITY OF RECEIPT. This Receipt shall not be entitled to any benefits under the Deposit Agreement or be valid or obligatory for any purpose, unless this Receipt shall have been executed by the Depositary by the manual signature of a duly authorized signatory of the Depositary provided, however that such signature may be a facsimile if a Registrar for the Receipts shall have been appointed and such Receipts are countersigned by the manual signature of a duly authorized officer of the Registrar.
11. REPORTS INSPECTION OF TRANSFER BOOKS. The Company is subject to the periodic reporting requirements of the Securities Exchange Act of 1934 and, accordingly, files certain reports with the Securities and Exchange Commission. Such reports and communications will be available for inspection and copying at the public reference facilities maintained by the Commission located at 100 F Street, N.E., Washington, D.C. 20549 and, so long as the Company files such reports electronically, on the World Wide Website of the Commission at httpwww.sec.gov. The Depositary will make available for inspection by Owners at its Corporate Trust Office any reports, notices and other communications, including any proxy soliciting material, received from the Company which are both a received by the Depositary as the holder of the Deposited Securities and b made generally available to the holders of such Deposited Securities by the Company. The Depositary will also, upon written request by the Company, send to Owners copies of such reports when furnished by the Company pursuant to the Deposit Agreement. Any such reports and communications, including any such proxy soliciting material, furnished to the Depositary by the Company shall be furnished in English to the extent such materials are required to be translated into English pursuant to any regulations of the Commission. The Depositary will keep books, at its Corporate Trust Office, for the registration of American Depositary Shares and transfers of American Depositary Shares which at all reasonable times shall be open for inspection by the Owners, provided that such inspection shall not be for the purpose of communicating with Owners in the interest of a business or object other than the business of the Company or a matter related to the Deposit Agreement or the American Depositary Shares.
12. DIVIDENDS AND DISTRIBUTIONS. Whenever the Depositary receives any cash dividend or other cash distribution on any Deposited Securities, the Depositary will, if at the time of receipt thereof any amounts received in a foreign currency can in the judgment of the Depositary be converted on a reasonable basis into United States dollars transferable to the United States, and subject to the Deposit Agreement, convert such dividend or distribution into dollars and will distribute the amount thus received net of the fees and expenses of the Depositary as provided in Article 7 hereof and Section 5.09 of the Deposit Agreement to the Owners entitled thereto provided, however, that in the event that the Company or the Depositary is required to withhold and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities an amount on account of taxes or other governmental charges, the amount distributed to the Owners of the American Depositary Shares representing such Deposited Securities shall be reduced accordingly. Subject to the provisions of
Section 4.11 and 5.09 of the Deposit Agreement, whenever the Depositary receives any distribution other than a distribution described in
Section 4.01, 4.03 or 4.04 of the Deposit Agreement, the Depositary will cause the securities or property received by it to be distributed to the Owners entitled thereto, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners of Receipts entitled thereto, or if for any other reason the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale net of the fees and expenses of the Depositary as provided in Article 7 hereof and Section 5.09 of the Deposit Agreement will be distributed by the Depositary to the Owners of Receipts entitled thereto all in the manner and subject to the conditions described in Section 4.01 of the Deposit Agreement. The Depositary may sell, by public or private sale, an amount of securities or other property it would otherwise distribute under this Article that is sufficient to pay its fees and expenses in respect of that distribution. If any distribution consists of a dividend in, or free distribution of, Shares, the Depositary may deliver to the Owners entitled thereto, an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and after deduction or upon issuance of American Depositary Shares, including the withholding of any tax or other governmental charge as provided in Section 4.11 of the Deposit Agreement and the payment of the fees and expenses of the Depositary as provided in Article 7 hereof and Section 5.09 of the Deposit Agreement and the Depositary may sell, by public or private sale, an amount of Shares received sufficient to pay its fees and expenses in respect of that distribution. In lieu of delivering fractional American Depositary Shares in any such case, the Depositary will sell the amount of Shares represented by the aggregate of such fractions and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01of the Deposit Agreement. If additional American Depositary Shares are not so delivered, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In the event that the Depositary determines that any distribution in property including Shares and rights to subscribe therefor is subject to any tax or other governmental charge which the Depositary is obligated to withhold, the Depositary may by public or private sale dispose of all or a portion of such property including Shares and rights to subscribe therefor in such amounts and in such manner as the Depositary deems necessary and practicable to pay any such taxes or charges, and the Depositary shall distribute the net proceeds of any such sale after deduction of such taxes or charges to the Owners of Receipts entitled thereto.
13. RIGHTS. In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary shall have discretion as to the procedure to be followed in making such rights available to any Owners or in disposing of such rights on behalf of any Owners and making the net proceeds available to such Owners or, if by the terms of such rights offering or for any other reason, the Depositary may not either make such rights available to any Owners or dispose of such rights and make the net proceeds available to such Owners, then the Depositary shall allow the rights to lapse. If at the time of the offering of any rights the Depositary determines in its discretion that it is lawful and feasible to make such rights available to all or certain Owners but not to other Owners, the Depositary may distribute to any Owner to whom it determines the distribution to be lawful and feasible, in proportion to the number of American Depositary Shares held by such Owner, warrants or other instruments therefor in such form as it deems appropriate. In circumstances in which rights would otherwise not be distributed, if an Owner requests the distribution of warrants or other instruments in order to exercise the rights allocable to the American Depositary Shares of such Owner under the Deposit Agreement, the Depositary will make such rights available to such Owner upon written notice from the Company to the Depositary that a the Company has elected in its sole discretion to permit such rights to be exercised and b such Owner has executed such documents as the Company has determined in its sole discretion are reasonably required under applicable law. If the Depositary has distributed warrants or other instruments for rights to all or certain Owners, then upon instruction from such an Owner pursuant to such warrants or other instruments to the Depositary from such Owner to exercise such rights, upon payment by such Owner to the Depositary for the account of such Owner of an amount equal to the purchase price of the Shares to be received upon the exercise of the rights, and upon payment of the fees and expenses of the Depositary and any other charges as set forth in such warrants or other instruments, the Depositary shall, on behalf of such Owner, exercise the rights and purchase the Shares, and the Company shall cause the Shares so purchased to be delivered to the Depositary on behalf of such Owner. As agent for such Owner, the Depositary will cause the Shares so purchased to be deposited pursuant to Section 2.02 of the Deposit Agreement, and shall, pursuant to Section 2.03 of the Deposit Agreement, deliver American Depositary Shares to such Owner. In the case of a distribution pursuant to the second paragraph of this Article 13, such deposit shall be made, and Deposited Securities shall be delivered, under depositary arrangements which provide for issuance of Deposited Securities subject to the appropriate restrictions on sale, deposit, cancellation, and transfer under applicable United States laws. If the Depositary determines in its discretion that it is not lawful and feasible to make such rights available to all or certain Owners, it may sell the rights, warrants or other instruments in proportion to the number of American Depositary Shares held by the Owners to whom it has determined it may not lawfully or feasibly make such rights available, and allocate the net proceeds of such sales net of the fees and expenses of the Depositary as provided in
Section 5.09 of the Deposit Agreement and all taxes and governmental charges payable in connection with such rights and subject to the terms and conditions of the Deposit Agreement for the account of such Owners otherwise entitled to such rights, warrants or other instruments, upon an averaged or other practical basis without regard to any distinctions among such Owners because of exchange restrictions or the date of delivery of any American Depositary Shares or otherwise. The Depositary will not offer rights to Owners unless both the rights and the securities to which such rights relate are either exempt from registration under the Securities Act of 1933 with respect to a distribution to all Owners or are registered under the provisions of such Act provided, that nothing in the Deposit Agreement shall create any obligation on the part of the Company to file a registration statement with respect to such rights or underlying securities or to endeavor to have such a registration statement declared effective. If an Owner requests the distribution of warrants or other instruments, notwithstanding that there has been no such registration under the Securities Act of 1933, the Depositary shall not effect such distribution unless it has received an opinion from recognized counsel in the United States for the Company upon which the Depositary may rely that such distribution to such Owner is exempt from such registration. The Depositary shall not be responsible for any failure to determine that it may be lawful or feasible to make such rights available to Owners in general or any Owner in particular.
14. CONVERSION OF FOREIGN CURRENCY.
Whenever the Depositary or the
Custodian shall receive foreign
currency, by way of dividends or
other distributions or the net
proceeds from the sale of
securities, property or rights, and
if at the time of the receipt
thereof the foreign currency so
received can in the judgment of
the Depositary be converted on a
reasonable basis into Dollars and
the resulting Dollars transferred
to the United States, the
Depositary shall convert or cause
to be converted by sale or in any
other manner that it may
determine, such foreign currency
into Dollars, and such Dollars
shall be distributed to the
Owners entitled thereto or, if the
Depositary shall have distributed
any warrants or other instruments
which entitle the holders thereof
to such Dollars, then to the
holders of such warrants andor
instruments upon surrender
thereof for cancellation. Such
distribution may be made upon
an averaged or other practicable
basis without regard to any
distinctions among Owners on
account of exchange restrictions,
the date of delivery of any
American Depositary Shares or
otherwise and shall be net of any
expenses of conversion into
Dollars incurred by the
Depositary as provided in
Section 5.09 of the Deposit
Agreement.
If such conversion or distribution
can be effected only with the
approval or license of any
government or agency thereof,
the Depositary shall file such
application for approval or
license, if any, as it may deem
desirable.
If at any time the Depositary
shall determine that in its
judgment any foreign currency
received by the Depositary or the
Custodian is not convertible on a
reasonable basis into Dollars
transferable to the United States,
or if any approval or license of
any government or agency
thereof which is required for such
conversion is denied or in the
opinion of the Depositary is not
obtainable, or if any such
approval or license is not
obtained within a reasonable
period as determined by the
Depositary, the Depositary may
distribute the foreign currency or
an appropriate document
evidencing the right to receive
such foreign currency received by
the Depositary to, or in its
discretion may hold such foreign
currency uninvested and without
liability for interest thereon for
the respective accounts of, the
Owners entitled to receive the
same.
If any such conversion of foreign
currency, in whole or in part,
cannot be effected for
distribution to some of the
Owners entitled thereto, the
Depositary may in its discretion
make such conversion and
distribution in Dollars to the
extent permissible to the Owners
entitled thereto and may
distribute the balance of the
foreign currency received by the
Depositary to, or hold such
balance uninvested and without
liability for interest thereon for
the respective accounts of, the
Owners entitled thereto.
15. RECORD DATES. Whenever any cash dividend or other cash distribution shall become payable or any distribution other than cash shall be made, or whenever rights shall be issued with respect to the Deposited Securities, or whenever the Depositary shall receive notice of any meeting of holders of Shares or other Deposited Securities, or whenever for any reason the Depositary causes a change in the number of Shares that are represented by each American Depositary Share, or whenever the Depositary shall find it necessary or convenient, the Depositary shall fix a record date a for the determination of the Owners who shall be i entitled to receive such dividend, distribution or rights or the net proceeds of the sale thereof, ii entitled to give instructions for the exercise of voting rights at any such meeting or iii responsible for any fee assessed by the Depositary pursuant to the Deposit Agreement, or b on or after which each American Depositary Share will represent the changed number of Shares, subject to the provisions of the Deposit Agreement.
16. VOTING OF DEPOSITED SECURITIES. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain a such information as is contained in such notice of meeting received by the Depositary from the Company, b a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of the Federal Republic of Germany law and of the Articles of Association Satzung of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and c a statement as to the manner in which such instructions may be given, including, if the Depositary has received a Recommendation as defined below, an express indication that, if no specific voting instruction is received from an Owner prior to the date set by the Depositary for that purpose the Instruction Date, that Owner shall be deemed to have instructed the Depositary to give a proxy to the Custodian, which will act as a proxy bank in accordance with Sections 128 and 135 of the German Stock Corporation Act Aktiengesetz the Proxy Bank, to vote in accordance with its recommendation with regard to voting of the Shares pursuant to
Section 128 2 of the German Stock Corporation Act the Recommendation as to any matter concerning which the notice from the Company indicates that a vote is to be taken by holders of Shares and d containing any Recommendation. Upon the written request of an Owner of a number of American Depositary Shares on such record date, received on or before the Instruction Date, the Depositary shall endeavor, in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by that number of American Depositary Shares in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or as provided below. In order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if the Company will request the Depositary to act under Section 4.07 of the Deposit Agreement, the Company shall notify the Depositary of a meeting of holders of Deposited Securities and of details concerning the matters to be voted upon not less than 45 days prior to the meeting date. Subject to the following paragraph, if i the Company requested the Depositary to act under Section 4.07 of the Deposit Agreement and complied with the immediately preceding paragraph, ii the Depositary received a Recommendation before it mailed a notice to Owners under that Section 4.07 and iii no specific voting instructions are received by the Depositary from an Owner to whom a notice was sent by the Depositary with respect to an amount of Deposited Securities represented by that Owners American Depositary Shares, such Owner shall be deemed, and the Depositary shall deem such Owner, to have instructed the Depositary to give a proxy to the Proxy Bank to vote that amount of Deposited Securities in accordance with Section 135 of the German Stock Corporation Act, except that no such deemed instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary and the Company agrees to provide such information promptly in writing, if applicable that x the Company does not wish such proxy given, y substantial opposition exists or z the matter would materially affect the rights of holders of Shares. Notwithstanding anything to the contrary contained herein, in the event that the Proxy Bank shall fail or decline to supply the Recommendation to the Depositary before the Depositary mails a notice to Owners under
Section 4.07 of the Deposit Agreement, the Depositary shall deliver the abovereferenced notice which shall not contain the Recommendation or the indication concerning the proxy to be given to the Proxy Bank to the Owners as hereinabove provided, and, thereafter, in any case in which no specific voting instructions are received by the Depositary from a Owner on or before the Instruction Date with respect to a number of Deposited Securities, no votes shall be cast at such meeting with respect to that number of Deposited Securities. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the instruction date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions of
Section 4.07 of the Deposit Agreement.
17. CHANGES AFFECTING DEPOSITED SECURITIES. Upon any change in nominal value, change in par value, splitup, consolidation, or any other reclassification of Deposited Securities, or upon any recapitalization, reorganization, merger or consolidation, or sale of assets affecting the Company or to which it is a party, or upon the redemption or cancellation by the Company of the Deposited Securities, any securities, cash or property which shall be received by the Depositary or a Custodian in exchange for, in conversion of, in lieu of or in respect of Deposited Securities shall be treated as new Deposited Securities under the Deposit Agreement, and American Depositary Shares shall thenceforth represent, in addition to the existing Deposited Securities, the right to receive the new Deposited Securities so received, unless additional Receipts are delivered pursuant to the following sentence. In any such case the Depositary may execute and deliver additional Receipts as in the case of a dividend in Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts specifically describing such new Deposited Securities.
18. LIABILITY OF THE COMPANY AND DEPOSITARY.
Neither the Depositary nor the
Company nor any of their
respective directors, employees,
agents or affiliates shall incur any
liability to any Owner or holder, i
if by reason of any provision of
any present or future law or
regulation of the United States or
any other country, or of any
governmental or regulatory
authority, or by reason of any
provision, present or future, of
the Articles of Association
Satzung of the Company, or by
reason of any provision of any
securities issued or distributed by
the Company, or any offering or
distribution thereof, or by reason
of any act of God or war or
terrorism or other circumstances
beyond its control, the
Depositary or the Company shall
be prevented, delayed or
forbidden from or be subject to
any civil or criminal penalty on
account of doing or performing
any act or thing which by the
terms of the Deposit Agreement
or Deposited Securities it is
provided shall be done or
performed, ii by reason of any
nonperformance or delay, caused
as aforesaid, in the performance
of any act or thing which by the
terms of the Deposit Agreement
it is provided shall or may be
done or performed, iii by reason
of any exercise of, or failure to
exercise, any discretion provided
for in the Deposit Agreement, iv
for the inability of any Owner or
holder to benefit from any
distribution, offering, right or
other benefit which is made
available to holders of Deposited
Securities but is not, under the
terms of the Deposit Agreement,
made available to Owners or
holders, or v for any special,
consequential or punitive
damages for any breach of the
terms of the Deposit Agreement.
Where, by the terms of a
distribution pursuant to
Section 4.01, 4.02 or 4.03 of the
Deposit Agreement, or an
offering or distribution pursuant
to Section 4.04 of the Deposit
Agreement, such distribution or
offering may not be made
available to Owners of Receipts,
and the Depositary may not
dispose of such distribution or
offering on behalf of such
Owners and make the net
proceeds available to such
Owners, then the Depositary
shall not make such distribution
or offering, and shall allow any
rights, if applicable, to lapse.
Neither the Company nor the
Depositary assumes any
obligation or shall be subject to
any liability under the Deposit
Agreement to Owners or holders,
except that they agree to perform
their obligations specifically set
forth in the Deposit Agreement
without negligence or bad faith.
The Depositary shall not be
subject to any liability with
respect to the validity or worth of
the Deposited Securities. Neither
the Depositary nor the Company
shall be under any obligation to
appear in, prosecute or defend
any action, suit, or other
proceeding in respect of any
Deposited Securities or in respect
of the American Depositary
Shares, on behalf of any Owner
or holder or other person.
Neither the Depositary nor the
Company shall be liable for any
action or nonaction by it in
reliance upon the advice of or
information from legal counsel,
accountants, any person
presenting Shares for deposit,
any Owner or holder, or any
other person believed by it in
good faith to be competent to
give such advice or information.
The Depositary shall not be
responsible for any failure to
carry out any instructions to vote
any of the Deposited Securities
or for the manner in which any
such vote is cast or the effect of
any such vote, provided that any
such action or nonaction is in
good faith. The Depositary shall
not be liable for any acts or
omissions made by a successor
depositary whether in connection
with a previous act or omission of
the Depositary or in connection
with a matter arising wholly after
the removal or resignation of the
Depositary, provided that in
connection with the issue out of
which such potential liability
arises, the Depositary performed
its obligations without negligence
or bad faith while it acted as
Depositary. No disclaimer of
liability under the Securities Act
of 1933 is intended by any
provision of the Deposit
Agreement.
19. RESIGNATION AND REMOVAL OF THE DEPOSITARY APPOINTMENT OF SUCCESSOR CUSTODIAN. The Depositary may at any time resign as Depositary under the Deposit Agreement by written notice of its election so to do delivered to the Company, such resignation to take effect upon the earlier of i the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement or ii termination by the Depositary pursuant to
Section 6.02 of the Deposit Agreement. The Depositary may at any time be removed by the Company by 120 days prior written notice of such removal, to become effective upon the later of i the 120th day after delivery of the notice to the Depositary and ii the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary in its discretion may appoint a substitute or additional custodian or custodians.
20. AMENDMENT. The form of the Receipts and any provisions of the Deposit Agreement may at any time and from time to time be amended by agreement between the Company and the Depositary without the consent of Owners or holders in any respect which they may deem necessary or desirable. Any amendment which shall impose or increase any fees or charges other than taxes and other governmental charges, registration fees, cable, telex or facsimile transmission costs, delivery costs or other such expenses, or which shall otherwise prejudice any substantial existing right of Owners, shall, however, not become effective as to outstanding American Depositary Shares until the expiration of 30 days after notice of such amendment shall have been given to the Owners of outstanding American Depositary Shares. Every Owner and holder of American Depositary Shares, at the time any amendment so becomes effective, shall be deemed, by continuing to hold such American Depositary Shares or any interest therein, to consent and agree to such amendment and to be bound by the Deposit Agreement as amended thereby. In no event shall any amendment impair the right of the Owner to surrender American Depositary Shares and receive therefor the Deposited Securities represented thereby, except in order to comply with mandatory provisions of applicable law.
21. TERMINATION OF DEPOSIT AGREEMENT. The Company may terminate the Deposit Agreement by instructing the Depositary to mail notice of termination to the Owners of all American Depositary Shares then outstanding at least 30 days prior to the termination date included in such notice. The Depositary may likewise terminate the Deposit Agreement, if at any time 60 days shall have expired after the Depositary delivered to the Company a written resignation notice and if a successor depositary shall not have been appointed and accepted its appointment as provided in the Deposit Agreement in such case the Depositary shall mail a notice of termination to the Owners of all American Depositary Shares then outstanding at least 30 days prior to the termination date. On and after the date of termination, the Owner of American Depositary Shares will, upon a surrender of such American Depositary Shares, b payment of the fee of the Depositary for the surrender of American Depositary Shares referred to in Section 2.05, and c payment of any applicable taxes or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by those American Depositary Shares. If any American Depositary Shares shall remain outstanding after the date of termination, the Depositary thereafter shall discontinue the registration of transfers of American Depositary Shares, shall suspend the distribution of dividends to the Owners thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights and other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, upon surrender of American Depositary Shares after deducting, in each case, the fee of the Depositary for the surrender of American Depositary Shares, any expenses for the account of the Owner of such American Depositary Shares in accordance with the terms and conditions of the Deposit Agreement, and any applicable taxes or governmental charges. At any time after the expiration of four months from the date of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it thereunder, unsegregated and without liability for interest, for the pro rata benefit of the Owners of American Depositary Shares that have not theretofore been surrendered, such Owners thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash after deducting, in each case, the fee of the Depositary for the surrender of American Depositary Shares, any expenses for the account of the Owner of such American Depositary Shares in accordance with the terms and conditions of the Deposit Agreement, and any applicable taxes or governmental charges. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except for its obligations to the Depositary with respect to indemnification, charges, and expenses.
22. DTC DIRECT REGISTRATION SYSTEM AND PROFILE MODIFICATION SYSTEM. a Notwithstanding the provisions of Section 2.04 of the Deposit Agreement, the parties acknowledge that the Direct Registration System DRS and Profile Modification System Profile shall apply to uncertificated American Depositary Shares upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC pursuant to which the Depositary may register the ownership of uncertificated American Depositary Shares, which ownership shall be evidenced by periodic statements issued by the Depositary to the Owners entitled thereto. Profile is a required feature of DRS which allows a DTC participant, claiming to act on behalf of an Owner, to direct the Depositary to register a transfer of those American Depositary Shares to DTC or its nominee and to deliver those American Depositary Shares to the DTC account of that DTC participant without receipt by the Depositary of prior authorization from the Owner to register such transfer. b In connection with and in accordance with the arrangements and procedures relating to DRSProfile, the parties understand that the Depositary will not verify, determine or otherwise ascertain that the DTC participant which is claiming to be acting on behalf of an Owner in requesting registration of transfer and delivery described in subsection a has the actual authority to act on behalf of the Owner notwithstanding any requirements under the Uniform Commercial Code. For the avoidance of doubt, the provisions of Sections 5.03 and 5.08 of the Deposit Agreement shall apply to the matters arising from the use of the DRS. The parties agree that the Depositarys reliance on and compliance with instructions received by the Depositary through the DRSProfile System and in accordance with the Deposit Agreement, shall not constitute negligence or bad faith on the part of the Depositary.
23. SUBMISSION TO JURISDICTION JURY TRIAL WAIVER WAIVER OF IMMUNITIES.
In the Deposit Agreement, the
Company has i appointed,
Fresenius Medical Care
Holdings, Inc., 920 Winter
Street, Waltham, MA
024511457, Attn General
Counsel, as the Companys
authorized agent upon which
process may be served in any suit
or proceeding arising out of or
relating to the Shares or
Deposited Securities, the
American Depositary Shares, the
Receipts or this Agreement, ii
consented and submitted to the
jurisdiction of any state or
federal court in the State of New
York in which any such suit or
proceeding may be instituted,
and iii agreed that service of
process upon said authorized
agent shall be deemed in every
respect effective service of
process upon the Company in any
such suit or proceeding.
EACH PARTY TO THE
DEPOSIT AGREEMENT
INCLUDING, FOR
AVOIDANCE OF DOUBT,
EACH OWNER AND
HOLDER HEREBY
IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT
PERMITTED BY
APPLICABLE LAW, ANY
RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY
SUIT, ACTION OR
PROCEEDING AGAINST THE
COMPANY ANDOR THE
DEPOSITARY DIRECTLY OR
INDIRECTLY ARISING OUT
OF OR RELATING TO THE
SHARES OR OTHER
DEPOSITED SECURITIES,
THE AMERICAN
DEPOSITARY SHARES OR
THE RECEIPTS, THE
DEPOSIT AGREEMENT OR
ANY TRANSACTION
CONTEMPLATED HEREIN
OR THEREIN, OR THE
BREACH HEREOF OR
THEREOF, INCLUDING
WITHOUT LIMITATION ANY
QUESTION REGARDING
EXISTENCE, VALIDITY OR
TERMINATION WHETHER
BASED ON CONTRACT,
TORT OR ANY OTHER
THEORY.
To the extent that the Company
or any of its properties, assets or
revenues may have or hereafter
become entitled to, or have
attributed to it, any right of
immunity, on the grounds of
sovereignty or otherwise, from
any legal action, suit or
proceeding, from the giving of
any relief in any respect thereof,
from setoff or counterclaim, from
the jurisdiction of any court,
from service of process, from
attachment upon or prior to
judgment, from attachment in aid
of execution or judgment, or
other legal process or proceeding
for the giving of any relief or for
the enforcement of any
judgment, in any jurisdiction in
which proceedings may at any
time be commenced, with respect
to its obligations, liabilities or any
other matter under or arising out
of or in connection with the
Shares or Deposited Securities,
the American Depositary Shares,
the Receipts or the Deposit
Agreement, the Company, to the
fullest extent permitted by law,
hereby irrevocably and
unconditionally waives, and
agrees not to plead or claim, any
such immunity and consents to
such relief and enforcement.
24. DISCLOSURE OF INTERESTS

Each Owner of American
Depositary Shares and all persons
owning beneficial interests in
American Depositary Shares
agree to comply with all
applicable provisions of German
law and the Companys Articles
of Association regarding the
notification of such persons
interest in the Shares, which
provisions at the date of the
Deposit Agreement include
Sections 21 and 22 of the
Securities Trading Act
Wertpapierhandelsgesetz. At the
date of the Deposit Agreement, i
the statutory notification
obligations of the Securities
Trading Act apply to anyone
whose holding, either directly or
by way of imputation pursuant to
the provisions of Section 22 of
the Securities Trading Act, of
voting rights in the Company
reaches or exceeds 5, 10, 25, 50
or 75 or, after having reached or
exceeded any such threshold,
falls below that threshold.
Effective as of January 20, 2007,
the relevant thresholds will be 3,
5, 10, 15, 20, 25, 30, 50 and 75
and the notification obligations
will also apply to option
agreements excluding the 3
threshold. Each beneficial owner
of American Depositary Shares
acknowledges that failure to
provide on a timely basis any
required notification of an
interest in Shares may result in
withholding of certain rights,
including voting and dividend
rights, in respect of the Shares in
which such beneficial owner of
American Depositary Shares has
an interest. In connection
therewith, the Company reserves
the right to instruct Owners to
surrender their American
Depositary Shares for the
purpose of withdrawal of the
Deposited Securities so as to
permit the Company to deal
directly with the Owner thereof
as an owner of Shares. The
Depositary agrees to cooperate
with the Company in its efforts
to inform Owners of the
Companys exercise of its rights
under this Section 3.04 of the
Deposit Agreement and agrees to
consult with, and provide
reasonable assistance without
risk, liability or expense on the
part of the Depositary, to the
Company on the manner or
manners in which it may enforce
such rights with respect to any
Owner.