Fresenius SE & Co. KGaA

The legal basis of the German Corporate Governance Code is the Declaration of Conformity pursuant to Section 161 of the German Stock Corporation Act (AktG).

This provision of Section 161 of the German Stock Corporation Act was added with the enactment of the German Transparency and Disclosure Act (Transparenz- und Publizitätsgesetz) on July 26, 2002. It requires the management and supervisory boards of listed companies to declare each year whether the recommendations of the Code have been complied with or which recommendations have not been complied with.

Please find in the following the declaration of conformity of Fresenius SE & Co. KGaA:

Section 161 of the German Stock Corporation Act - Declaration of Conformity with the Corporate Governance Code:

The Supervisory Board of Fresenius SE & Co. KGaA and the Management Board of the general partner of Fresenius SE & Co. KGaA, Fresenius Management SE, shall declare, on an annual basis, that the company has complied with the recommendations of the Government Commission of the German Corporate Governance Code as published by the Federal Ministry of Justice in the official section of the electronic Federal Gazette (Bundesanzeiger) or which recommendations have not been complied with. The declaration shall be made permanently available to shareholders.

The Supervisory Board of Fresenius SE & Co. KGaA and the Management Board of the general partner of Fresenius SE & Co. KGaA, Fresenius Management SE, issued the Declaration of Conformity pursuant to Section 161 of the German Stock Corporation Act on December 20, 2012, on the basis of the amended German Corporate Governance Code of  May 15, 2012.