Exhibit 10.1


Articles of Association of
Fresenius Medical Care AG & Co. KGaA


I.              General
Terms


Art. 1 Name and Registered Office


(1)                               The
Company is a partnership limited by shares (KGaA). The name
of the Company is


Fresenius Medical Care AG & Co. KGaA


(2)                               The
registered office of the Company is in Hof an der Saale.


Art. 2 Objects of the Business


(1)                               The
objects of the Company are:


a)        the development,
production and distribution of as well as the trading in health care products,
systems and procedures, including dialysis;


b)       the projecting, planning, establishment,
acquisition and operation of health care businesses, including dialysis
centers, also in separate enterprises or through third parties as well as the
participation in such dialysis centers;


c)        the development,
production and distribution of other pharmaceutical products and the provision
of services in this field;


d)       the provision of advice in
the medical and pharmaceutical areas as well as scientific information and
documentation;


e)        the provision of
laboratory services for dialysis and non-dialysis patients and homecare medical
services.



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The Company will operate
itself or through subsidiaries at home and abroad.


(2)                               The
Company shall be entitled to enter into any and all business transactions and take
any and all measures which seem to be necessary or useful to achieve the
objects of the Company and may, in particular, participate in other enterprises
of the same or similar kind, take over the management and/or the representation
of such enterprises, transfer company divisions, including essential company
divisions, to enterprises in which the Company holds an interest and establish
branches at home and abroad.


Art. 3 Notifications and Publications


(1)                               All
notifications of the Company shall be made in the electronic Federal Gazette (Elektronischer Bundesanzeiger).


(2)                               English
short versions of the invitations to general meetings which must provide for
the place, date and time and the items on the agenda of the general meeting and
the prerequisites of participation in the meetings as well as English short
versions of the other notifications shall also be published in The Wall Street
Journal and in The New York Times. The newspapers mentioned above are not
journals used by the Company for notifications in the sense of Article 3
paragraph (1); such publications shall not be a pre-condition for a valid
notification of the Company. With the consent of the supervisory board the
general partner may determine deviations from this provision.


II.                                  Capital and Shares


Art. 4 Capital


(1)                               The
capital of the Company amounts to EUR 250,271,178.24 (in words: two
hundred and fifty million two hundred and seventy one thousand one hundred
seventy eight Euro and twenty four Cent) and is divided into 96,629,422 (in
words: ninety six million six hundred twenty nine thousand and four hundred
twenty two) bearer ordinary shares and 1,132,757 (in words: one million one



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hundred thirty two thousand and seven hundred fifty
seven) non-voting bearer preference shares.


In case of issuance of non-voting bearer preference
shares, particulars thereof are set forth in Article 19.


No consent of the preferred shareholders shall be
required for the issuance of non-voting bearer preference shares which, for the
distribution of the profits or the corporate assets, will be equal to or be
preferred to the non-voting bearer preference shares existing from time to
time, if and to the extent that the subscription rights of the preference
shareholders are not excluded.


(2)                               The
capital stock in the amount of DM 100,000.00 (in words: one hundred thousand
Deutsche Mark) available at the transformation of the Company into a Stock
Corporation was raised through change of the legal form of the legal entity of
previous legal form, Fresenius Medical Care GmbH with registered office in Hof
an der Saale.


The capital stock in the amount of
EUR 250,271,178.24 (in words: two hundred and fifty million two hundred
and seventy one thousand one hundred seventy eight Euro and twenty four Cent)
available at the transformation of the Company into a partnership limited by
shares (KGaA) was raised through change of the legal form of the legal entity
of previous legal form, Fresenius Medical Care AG with registered office in Hof
an der Saale.


(3)                               The
general partner is authorized, in the period up to 29 August 2010, with
the approval of the supervisory board, to increase, on one or more occasions,
the capital of the Company by up to a total of EUR 35,000,000.00 (in
words: thirty five million Euro) for cash by the issue of new bearer ordinary
shares (Authorized Capital I). The number of shares must increase in the same
proportion as the capital. The general partner is further authorized, with the
approval of the supervisory board, to decide on the exclusion of shareholders’
pre-emption rights. Exclusion of pre-emption rights is admissible, however,
only for fractional amounts. The new shares may also be taken up by credit
institutions to be specified by the general partner, with the obligation to
offer them to the shareholders (indirect pre-emption rights). The general
partner is further authorized, with the approval of the supervisory board, to
determine the further details of the implementation of the capital increase out
of Authorized Capital I. The



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supervisory board is authorized to amend the Articles
of Association after complete or partial implementation of the capital increase
out of Authorized Capital I or after the expiry of the authorized period in
accordance with the amount of the capital increase out of Authorized Capital I.


(4)                               The
general partner is authorized, in the period up to 29 August 2010, with
the approval of the supervisory board, to increase, on one or more occasions,
the capital of the Company by up to a total of EUR 25,000,000.00 (in words:
twenty five million Euro) for cash and/or contributions in kind by the issue of
new bearer ordinary shares (Authorized Capital II). The number of shares must increase
in the same proportion as the capital. The general partner is further authorized,
with the approval of the supervisory board, to decide on the exclusion of
shareholders’ pre-emption rights. Exclusion of pre-emption rights is admissible,
however, only if


·                                in
the case of a capital increase for cash the amount of capital attributable to
the new shares does not exceed 10% of the share capital at the time of the
issue of the new shares and the issue price for the new shares is not
significantly lower than the stock exchange price of the listed shares of the
same class and rights at the time of the final determination of the issue price
by the general partner, or


·                                in
the case of a capital increase for contributions in kind the grant of shares
should be for the purpose of acquiring an enterprise, parts of an enterprise or
a participation in an enterprise.


The general partner is further authorized, with the
approval of the supervisory board, to determine the further details of the
implementation of the capital increase out of Authorized Capital II. The supervisory
board is authorized to amend the Articles of Association after complete or
partial implementation of the capital increase out of Authorized Capital II or
after the expiry of the authorized period in accordance with the amount of the
capital increase out of Authorized Capital II.


(5)                               The
capital of the Company is conditionally increased by up to EUR 3,728,215.04 (in
words: three million seven hundred twenty eight thousand two hundred and
fifteen Euro and four Cent) by the issue of up to 1,108,074 (in words: one
million one hundred eight thousand and seventy four) new 



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non-voting bearer preference shares and by up to
348,260 (in words: three hundred forty eight thousand two hundred and sixty)
new bearer ordinary shares. The conditional capital increase will be
implemented only to the extent that, in accordance with the employee
participation program resolved on by the general meeting of 24.09.1996
convertible bonds relating to non-par value 
shares will be issued and the holders of convertible bonds exercise
their right of conversion. The new non-voting bearer preference shares and the
new bearer ordinary shares shall participate in profits from the beginning of
the fiscal year in which they arise by the exercise of the right of conversion.


(6)                               The
capital of the Company is conditionally increased by up to EUR 2,245,980.16 (in
words: two million two hundred and forty five thousand nine hundred and eighty
Euro and sixteen Cent) by the issue of up to 768,162 (in words: seven hundred
sixty eight thousand one hundred and sixty two) new non-voting bearer
preference shares and by up to 109,174 (in words: one hundred nine thousand one
hundred and seventy four) new bearer ordinary shares. The conditional capital
increase will be implemented only to the extent that, in accordance with the
share option program resolved on by the general meetings of 10.06.1998 and
30.05.2000, share options relating to non-par value shares have been issued and
the holders exercise their options. The new non-voting bearer preference shares
and bearer ordinary shares shall participate in profits from the beginning of
the fiscal year in which they are issued.


(7)                               The
capital of the Company is conditionally increased by up to EUR 8,964,738.56 (in
words: eight million nine hundred and sixty four thousand seven hundred and
thirty eight Euro and fifty six Cent) by the issue of up to 1,109,967 (in
words: one million one hundred nine thousand nine hundred and sixty seven) new
non-voting bearer preference shares and by up to 2,391,884 (in words: two
million three hundred ninety one thousand eight hundred eighty four) new bearer
ordinary shares. The conditional capital increase will be implemented only to
the extent that, in accordance with the international employee participation
program resolved on by the general meeting of 23.05.2001 convertible bonds relating
to non-par value shares have been issued and the holders of convertible bonds
exercise their right of conversion. The new non-voting bearer preference shares
and the new bearer ordinary shares shall participate in profits from the
beginning of the fiscal year in which they arise by the exercise of the right
of conversion.



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(8)                               The
capital of the Company is conditionally increased by up to EUR 12,800,000.00
(in words: twelve million eight hundred thousand Euro) by the issue of up to
5,000,000 (in words: five million) new bearer ordinary shares. The conditional
capital increase will be implemented only to the extent that options have been
issued in accordance with the Stock Option Program 2006 under the resolution of
the general meeting of 9.05.2006, the holders of options exercise their right
and the Company for the satisfaction of the options does not grant any of its
own shares, for the granting and processing of options of members of the
management board of the general partner, its supervisory board is exclusively
competent. The new bearer ordinary shares participate in profits from the beginning
of the financial year in which they are issued.


(9)                               In
case of a capital increase, the profit participation may be determined in derogation
from Section 60 (2) German Stock Corporation Act (AktG).


Art. 5 Shares


(1)                               The
shares will be non-par value bearer shares.


(2)                               The
Company shall be entitled to issue share certificates made out to bearer each
evidencing a plurality of shares (collective share certificates). There is no
claim of the shareholders to share certificates with respect to their
individual participation.


(3)                               The
form of the share certificates and of the dividend coupons and renewal coupons
shall be determined by the general partner with the consent of the supervisory
board.


(4)                               The
Company shall take the necessary measures to achieve that its shares will,
preferably, be admitted for official quotation on the stock exchange in Frankfurt
am Main and in suitable form - e.g. as American Depositary Shares - on the New
York Stock Exchange and that such admissions will be maintained. With the
consent of the supervisory board which must decide unanimously on such consent,
the general partner may determine deviations from this provision.



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III.                              Constitution
of the Company


A. General Partner


Art. 6 General Partner,
Capital Contribution, Legal Relationships and

Resignation


(1)           General
partner of the Company is


Fresenius Medical Care Management AG


with registered office in Hof an der Saale.


(2)           The
general partner has not made a capital contribution. It shall neither participate
in the profit or the loss of the Company nor in its assets.


(3)           The
general partner will cease to be general partner of the Company if and when all
shares in the general partner are no longer held directly or indirectly by a
person holding more than 25 per cent of the capital of the Company, directly or
indirectly via a controlled enterprise in the sense of Section 17 (1) German
Stock Corporation Act (AktG); this
will not apply if and when all shares in the general partner are held directly
or indirectly by the Company.


Additionally, the general partner will cease to be general partner of
the Company, if the shares in the general partner are acquired by a person


·                                who
does not acquire shares of the Company in the amount of more than 25 per cent
of the capital of the Company or


·                               who
had not, within three months after the effectiveness of such acquisition,
submitted a voluntary or mandatory takeover offer to the shareholders of the
Company according to the rules of the German Takeover Act (WpÜG); the fair
consideration offered to the shareholders must also reflect the consideration
which the purchaser had paid for the share in the general partner, if the
amount for such consideration is above the amount of its equity capital.



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The other grounds for withdrawal as provided for by law remain
unaffected with respect to the general partner.


(4)           If the
general partner withdraws from the Company or if such withdrawal can be
foreseen, the supervisory board is authorized and obliged to admit immediately,
or at the time of the withdrawal of the general partner, as new general partner
of the Company a corporation whose shares are fully owned by the Company. If
the general partner withdraws from the Company while no new general partner is
admitted simultaneously as aforesaid, the Company shall for the time being be
continued by the limited shareholders of the Company alone. In such case, the
supervisory board shall immediately apply for the appointment of a substitute
representative who will represent the Company until the admission of a new
general partner according to sentence 1 of this paragraph, in particular with respect
to the acquisition or formation of such new general partner.


The supervisory board is authorized to adjust the version of the
Articles of Association so as to reflect the change of the general partner.


(5)           In the
case of the continuing of the Company pursuant to Article 6 paragraph (4) of
these Articles of Association or in the case that all shares in the general partner
are held directly or indirectly by the Company an extraordinary general meeting
or the next annual general meeting shall decide about the transformation of the
Company into a stock corporation (Aktiengesellschaft).
The resolution with respect to such transformation can be taken with a simple
majority of the votes cast. The general partner is obliged to consent to such
transformation decided by the general meeting.


Art. 7 Management and
Representation of the Company, Reimbursement of Expenses and Remuneration


(1)           The
Company shall be represented by its general partner. Vis-à-vis the general
partner the Company shall be represented by the supervisory board.


(2)           The
general partner shall be responsible for management of the Company. The general
partner’s management authority also encompasses exceptional management
measures. The right of the shareholders to consent to exceptional management
measures at the general meeting is excluded.



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(3)           The
general partner shall be reimbursed for any and all expenses in connection with
management of the Company’s business, which includes remuneration of the
members of its executive bodies. The general partner shall invoice its expenses
monthly; it is entitled to claim payment in advance.


(4)           As
consideration for assuming the management of the Company and the liability, the
general partner shall receive a non-profit-and-loss-based annual remuneration
of 4 per cent of its equity capital.


(5)           The
general partner is not authorized to undertake transactions for its own or for
another’s account outside the scope of its responsibilities within the Company.


B. Supervisory Board


Art. 8 Election and Term
of Office of the Supervisory Board


(1)           The
supervisory board consists of six (6) members.


All six (6) members shall be elected by the general meeting according
to the provisions of the German Stock Corporation Act (AktG).
The resolution can only be taken with a majority of a minimum of 75 per cent of
the votes cast.


(2)           Unless
expressly otherwise resolved by the general meeting, the supervisory board
members shall be appointed to hold office until the end of the ordinary general
meeting which resolves on the discharge for the fourth fiscal year after
commencement of the term of office. The year in which the term of office
commences shall not be considered for this calculation. Re-election of supervisory
board members shall be permissible.


(3)           If
a member elected by the general meeting withdraws from the supervisory board
before expiration of his term of office, a new member is to be elected in the
next general meeting to replace the withdrawing member. The newly elected
member shall hold office for the remaining term of office of the withdrawing member.



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(4)           The
general meeting may, for the supervisory board members to be elected by it,
appoint substitute members who will become members of the supervisory board on
the basis of a specific order to be determined upon election if and when
supervisory board members withdraw before expiration of their term of office.
Their position as substitute members shall revive if and when the general
meeting elects a new member instead of the withdrawing supervisory board member
replaced by such substitute member. The term of office of the substitute member
shall end upon completion of the general meeting in which an election according
to Article 8 paragraph (3) is made.


(5)           Each
member of the supervisory board may resign from office by giving one month’s
written notice even without good cause.


Art. 9 Constitution of
the Supervisory Board


(1)           Following
the general meeting in which the supervisory board has been newly elected, the
supervisory board shall hold a meeting without special notice of meeting and,
where necessary, shall elect in such meeting from among its members a chairman
and a deputy chairman for the whole term of office of the elected persons as
supervisory board members.


(2)           If the
chairman or his deputy resigns his office before expiration of his term of
office, the supervisory board shall immediately hold a new election to replace
the resigning chairman/deputy.


Art. 10 Meetings and
Resolutions of the Supervisory Board


(1)           The
meetings of the supervisory board shall be called by the chairman by notice
subject to a notice period of fourteen (14) days. The meetings may be called in
writing, by fax or by other electronic means of communication. The items on the
agenda must be stated in the invitation to the meeting. Notwithstanding sentence
2, in urgent cases, this period may be shortened and the meeting may be called
by telegram, telex or telephone.



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(2)           The
meetings of the supervisory board shall in the regular case be by personal
attendance. It is, however, admissible that meetings of the supervisory board
be held by way of a video conference or that individual supervisory board
members participate by way of video link, provided that in these cases the
passing of resolutions also takes place by way of a video conference or video
link. Outside of meetings, resolutions in writing, telegraph, telex, fax, telephone
or electronic communication (e-mail etc.) are admissible, if this is ordered by
the chairman of the supervisory board, or in the event of his being unable to
act, by his deputy.


(3)           The
supervisory board shall constitute a quorum if half the members making up the
entire board take part in the adoption of the resolution.


(4)           If
members of the supervisory board are prevented from attending the meeting, they
may have another member of the supervisory board submit their written votes.
Such delivery of the written vote shall be deemed to be participation in the
adoption of the resolution.


(5)           Resolutions
of the supervisory board shall require the majority of the votes cast unless
otherwise provided by law or the Articles of Association. In case of a tie, a
new vote shall be taken on the same issue at the request of the chairman of the
supervisory board or of another member of the supervisory board. In the event
that such new vote leads again to a tie, the chairman of the supervisory board
shall have two (2) votes (to the legally permissible extent, this shall apply
also to committees of the supervisory board of which he is a member). Article
10 paragraph (4) shall be applicable to the casting of the second vote. The
deputy chairman of the supervisory board shall not be entitled to such second
vote.


(6)          Minutes
of the meetings of the supervisory board shall be prepared in the English
language. The minutes shall be signed by the chairman of the meeting. Any
minutes to be prepared outside of the meeting by personal attendance (Präsenzsitzung), as outlined in Article 10 paragraph (2)
with respect to resolutions shall be signed by the chairman of the supervisory
board. On demand of a member of the supervisory board a German translation of
the minutes shall be prepared.



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Art. 11 Rights and
Duties of the Supervisory Board


(1)                                 The
supervisory board shall have the rights and duties defined by mandatory legal
provisions and these Articles of Association.


(2)                                 The
supervisory board shall, at any time, have the right to supervise the entire
management of the general partner and to inspect and audit all books and records,
including the minutes of the meetings of the management board of the general
partner, as well as the assets of the Company. This right to inspect and audit
can also be claimed by any individual supervisory board member. The supervisory
board member must direct his request to the chairman of the supervisory board
who shall pass the request on to the chairman of the management board of the
general partner or, in the case that a chairman does not exist, to the
management board of the general partner.


(3)                                 The
general partner shall regularly report to the supervisory board. In addition,
the supervisory board may request the submission of a report if and when there
is reasonable cause therefore including where such cause relates to a business
event at an affiliated company which has become known to the general partner
and which may substantially influence the situation of the Company. Article 11
paragraph (2), sentences 2 and 3 apply mutatis mutandis with the proviso that a
report only to the supervisory board can be demanded.


(4)                                 If
the Company holds a participation in its general partner, all rights of the
Company under and with respect to such participation (e.g. voting rights, information
rights etc.) will be exercised by the supervisory board.


(5)                                 The
supervisory board shall be entitled, without resolution of the general meeting,
to make any amendments to the Articles of Association which concern only the
wording.


Art. 12
Rules of Procedure of the Supervisory Board, Audit and Corporate Governance
Committee


(1)                                 The
supervisory board shall, within the statutory provisions and the Articles of
Association, provide itself with rules of procedure which shall, in particular,



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also take account of the
interests of the non-German speaking supervisory board members.


(2)                                 The
supervisory board has an audit and corporate governance committee. The audit
and corporate governance committee has three members at least two of whom are
independent members. Independent members are persons who, apart from their
membership of the supervisory board of the general partner or of Fresenius AG,
have no significant business, professional or personal relations with the
Company or any of its affiliates. The audit and corporate governance committee
reviews the report of the general partner on relations to affiliates without
affecting the competence of the supervisory board. The report of the
supervisory board is to contain a report on the activity of the audit and
corporate governance committee and its proposals. The rules of procedures of
the audit and corporate governance committee shall provide more detailed
provisions.


Art. 13 Remuneration of
Supervisory Board Members


(1)                                 The
members of the supervisory board shall be reimbursed for the expenses incurred
in the exercise of their office, including any value-added tax.


(2)                                 Each
member of the supervisory board shall receive a fixed fee of USD 80,000.00 per
annum for each full fiscal year, payable in four equal instalments at the end
of each calendar quarter.


In the event that the general meeting, taking into
consideration the annual results, resolves a higher remuneration by a three
fourths majority of the votes cast, such higher remuneration shall be payable.


(3)                                 The
chairman of the supervisory board shall receive additional remuneration in the
amount of USD 80,000.00 and his deputy additional remuneration in the
amount of USD 40,000.00.


(4)                                 As
a member of a committee, a supervisory board member shall receive, in addition,
USD 30,000.00 per year, or as chairman of a committee, USD 50,000.00 per year,
payable in each case in four equal installments at the end of each calendar
quarter.



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(5)                                 If
a fiscal year is not a complete calendar year, the remuneration shall be paid
on a pro rata temporis basis.


(6)                                 To
the extent that a member of the supervisory board is at the same time member of
the supervisory board of the General Partner Fresenius Medical Care Management
AG and receives remuneration for his services as member of the supervisory
board of Fresenius Medical Care Management AG, the remuneration according to
Article 13 (2) will be reduced to half of it. The same shall apply in
relation to additional remuneration of the Chairman and his deputy according to
Article 13 (3) if such person is, at the same time, the chairman or his
deputy, respectively, of the supervisory board of Fresenius Medical Care Management
AG. If the deputy of the chairman of the supervisory board of the Company is at
the same time chairman of the supervisory board of Fresenius Medical Care
Management AG he shall not receive additional remuneration according to Article
13 (3) for his services as deputy of the chairman of the Company.


(7)                                 The
Company shall pay the remuneration of the supervisory board members subject to
statutory deductions.


(8)                                 The
Company shall provide the members of the supervisory board with an insurance
protection regarding the fulfilment of their duties as such members of the
supervisory board which is subject to an appropriate deductible.


C. Joint
Committee


Art. 13a Joint
Committee


The Company has a joint committee consisting of two
members of the supervisory board of the general partner delegated by the general
partner and two members of the supervisory board of the Company (Joint
Committee). The general partner shall appoint one of its delegates to be
chairman of the Joint Committee.



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Art. 13b
Appointment and Period of Office of Members of the Joint Committee


(1)                                 Section
103 (2) German Stock Corporation Act (AktG) shall
apply to the members of the joint committee to be delegated by the general
partner.


(2)                                 The
members of the supervisory board of the Company on the joint committee will be
appointed by resolution of the general meeting. For the appointment and removal
of members of the supervisory board of the Company in the joint committee, the
provisions on the election and removal of members of the supervisory board in
Sections 103 (1) and (5), 124 (3) sent. 1, 127, 137, 285 (1) sent. 2 No. 1
German Stock Corporation Act (AktG) apply
accordingly. If a member of the supervisory board of the Company on the joint
committee leaves the joint committee prior to the expiry of his period of
office and no replacement member is appointed, the supervisory board of the
Company shall appoint a replacement member from among its members, the period
of office of whom will end at the ending of the next ordinary general meeting
of the Company.


(3)                                 For
the members of the joint committee Section 103 (3) sent. 1 and 4 German Stock
Corporation Act (AktG) apply accordingly. The
joint committee shall decide on resolutions with a simple majority.


(4)                                 The
provisions in Art. 8 (2) to (5) shall apply to the election and periods of office
of members of the joint committee unless otherwise provided in subsecs. (1) and
(2).


Art. 13c Rights
and Duties of the Joint Committee


(1)                                 The
general partner requires the approval of the joint committee for the following
matters:


a)                           transactions
between the Company and companies controlled by it on the one hand and a
company which controls the Company or a company which is controlled by the
controlling company, without at the same time being controlled by the Company
on the other side, if considerable importance is attributed to them and the
consideration in the transaction in a single case or – in the case of long-term
transactions – the annual expense exceeds 0.25% of the group turnover. The
group turnover as



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shown in the group
financial statements of the Company presented most recently to the general
meeting according to Sections 278 (3), 176 (1) sent. 1 German Stock Corporation
Act (AktG) is decisive.


b)                          The
acquisition and sale of significant participations and parts of companies;


c)                           the
spin-off of significant parts of the business from the assets of the Company or
of a company in which it holds directly or indirectly all the shares;


d)                          part
mergers which refer to a significant part of the business;


e)                           conclusion
of inter-company agreements between a company significantly under the control
of the Company and a third party;


f)                             conclusion
of leases of operations with third parties insofar as the subject matter of the
lease is a significant part of the business;


g)                          the
stock market flotation of significant companies controlled by the Company;


h)                          the
conclusion of profit-sharing agreements between a company significantly
controlled by the Company and a third party.


(2)                                 Matters
referred to in (1) b) to h) are significant if 40% of the group turnover, the
group balance sheet total and the group profit (annual surplus prior to interest
and tax/EBIT) is affected by the matter. The significance shall be determined
on the basis of the mathematical average of the said figures in the audited and
unreservedly certified group accounts of the Company in the previous three
financial years.


(3)                                 The
competences and rights of the general meeting under statute and the Articles of
Association remain unaffected.



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Art. 13d Meetings
and Resolutions of the Joint Committee


(1)                                 Meetings
of the joint committee will be called by its chairman stating the matter which
is to be the subject of a resolution.


(2)                                 The
chairman of the joint committee shall with the invitation, but at the latest
the third day prior to the meeting of the joint committee, transmit a report of
the general partner on the matters which are the subject matter of resolutions.
The report shall conclude with a draft resolution of the general partner.


(3)                                 Every
member of the joint committee can demand information on all affairs of the
Company which are the subject matter of resolutions, from the general partner.
At the request of two members of the joint committee, the members of the joint
committee are to be granted the facility to inspect the books and documents of
the Company if and to the extent a reference to the subject matter of the resolution
exists.


(4)                                 The
joint committee has a quorum if at least three members participate in the
taking of the resolution. If a resolution is not passed because of the lack of
a quorum, the chairman of the joint committee shall again call a meeting of the
joint committee with notice of at least one week, which shall then have a quorum
if at least two members participate in the taking of the resolution. The joint
committee decides by a majority of the votes. Every member of the joint committee
has one vote. In the case of a tie, a new vote on the same subject is to be
taken on the application of the chairman or another member of the joint committee.
In that vote, if there is also a tie, the chairman of the joint committee has
two votes.


(5)                                 Unless
otherwise provided in (1) to (4), Art. 10 of the Articles of Association shall
apply to the meetings and the resolutions of the joint committee.


Art. 13e Rules of
Procedure, Report, Remuneration


(1)                                 The
joint committee can, subject to mandatory legal provisions and the Articles of
Association of the Company give itself rules of procedure which will, in particular,
take account of the interests of the non-German speaking members of the joint
committee.



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(2)                                 If
the joint committee has met, it shall report to the general meeting on its activities.
Section 171 (2) sent. 1 and 2 (first half sentence) German Stock Corporation
Act (AktG) and Section 176 (1) sent. 1 German
Stock Corporation Act (AktG) shall
apply mutatis mutandis. If resolutions are passed by the exercise of the second
vote of the chairman of the joint committee, this is to be disclosed in the
report.


(3)                                 The
members of the joint committee shall receive USD 3,500.00 for a meeting. Art.
13 (1), (7) and (8) of the Articles of Association apply accordingly.


Art. 13f Duty of
Care and Responsibility of the Members of the Joint Committee


Section 116 German Stock Corporation Act (AktG) applies to the members of the joint committee mutatis
mutandis.


D.
General Meeting


Art. 14 Calling of
the General Meeting


(1)                                 The
general meeting shall be called no later than thirty days before the day by the
end of which the shareholders must register according to Article 15,
unless a shorter period is permitted by law. In calculating such period, the
day the general meeting is called and the day by the end of which the shareholders
must register before the meeting shall not be counted; if the end of that
period is a Sunday, an official holiday at the registered office of the Company
or a Saturday, such day will be replaced by the preceding working day.


(2)                                 No
later than on the last day of the convocation period, also the English short
version pursuant to Article 3 paragraph (2) shall be published, if necessary.


(3)                                 The
general meeting shall be held at the place where the registered office of the
Company is located, or in a German city where a stock exchange is situated or
at the place where the registered office of a domestic affiliated company is located.



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Art. 15 Attendance at the
General Meeting


(1)                                 Only
those shareholders shall be entitled to attend the general meeting who have
registered in writing (Textform) in the German or English language at the location
given in the calling of the general meeting no later than on the fifth day before
the general meeting.


(2)                                 Further,
shareholders are required to provide evidence of their entitlement to attend
the general meeting and to vote. This requires certification showing ownership
of their shares to be issued by the depository bank. Certification must refer
to the beginning of the twenty-first day before the general meeting, 0.00 hours
at the registered office of the Company. Certification must be received by the
Company in writing (Textform) in the German or English language at the location
given in the calling of the general meeting no later than on the fifth day before
the general meeting.


(3)                                 The
members of the management board of the general partner and of the supervisory
board should personally attend the general meeting. If it is not possible for a
member of the supervisory board to attend at the place of the general meeting,
in particular, because he is abroad for cause, he may participate in the general
meeting by sound and picture transmission.


(4)                                 If
a voting right is to be exercised by a proxy, authorization in writing
(Textform) shall be sufficient.


Art. 16 Date of the
Ordinary General Meeting


The general meeting which resolves on the adoption of
the annual financial statement and on the discharge of the general partner and
the supervisory board and on the disposition of the profits (ordinary general
meeting) shall be held within the first eight (8) months of a fiscal year.



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Art. 17
Chairmanship at the General Meeting and Voting


(1)                                 The
general meeting shall be chaired by the chairman of the supervisory board or,
if he is prevented or at the request of the chairman of the supervisory board,
by another supervisory board member to be designated by the chairman of the
supervisory board. If and when no such designation has been made and the
chairman of the supervisory board is prevented, another member to be designated
by the supervisory board shall preside over the general meeting.


(2)                                 The
chairman shall chair the meeting and determine the order of items to be dealt
with as well as the kind and form of the voting. The chairman is entitled to
reasonably limit the speaking time of the shareholders and the time to ask questions
from the beginning of the general meeting on, if such limitation is allowed by
law.


(3)                                 The
majorities of the votes cast and of the capital stock represented for the
adoption of the resolution which are required for the resolutions of the general
meeting shall be governed by the statutory provisions, unless otherwise provided
for in these Articles of Association. In case of a tie, a proposal shall be deemed
denied.


(4)                                 Each
ordinary share shall grant one (1) vote at the general meeting. The preference
shares have no voting rights, unless otherwise required by mandatory legal
provisions; otherwise, sentence 1 of this paragraph shall apply mutatis mutandis.


(5)                                 The
chairman can decide that the entire general meeting or extracts therefrom be
transmitted in sound and/or picture. Such transmission can even be in a form to
which the public has unlimited access. The form of the transmission should be
made known in the invitation.


(6)                                 To
the extent that the resolutions of the general meeting are subject to the consent
of the general partner, the general partner shall declare at the general meeting
whether consent to the resolutions will be given or will be refused.



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IV.           Annual Financial Statement and
Disposition of Profits


Art. 18 Fiscal
Year, Rendering of Accounts


(1)                                 The
fiscal year shall be the calendar year.


(2)                                 Within
the first three (3) months of the fiscal year but no later than within the
maximum period required by mandatory legal provisions, the general partner
shall prepare the annual financial statement and the management report for the
preceding fiscal year and submit the same to the supervisory board without delay.
The general partner may allocate in the annual financial statement a part of
the annual net profit up to the half of the annual net profit to other revenue
reserves.


(3)                                 The
supervisory board shall commission the audit by the auditors of the financial
statements. Before the audit report of the auditors is forwarded to the supervisory
board, the general partner shall be given the opportunity to express its opinion.


(4)                                 At
the same time as the submission of the annual financial statement and the
management report the general partner shall provide the supervisory board with
the proposal on the appropriation of the net profits.


(5)                                 The
annual financial statement shall be approved by a resolution of the general
meeting with the consent of the general partner.


(6)                                 Article
18 paragraphs (2) and (3) shall apply correspondingly to group financial
statements and to a report on the economic group position, as far as Section
170 (1) sent. 2 German Stock Corporation Act (AktG)
is applicable to the Company as Parent Company.


Art. 19 Disposition of
Profits


(1)                                 The
general meeting shall resolve on the disposition of the balance sheet profits
subject to the following paragraphs (2) to (4) of this Article.



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(2)                                 Out
of the annual balance sheet profits, the non-voting bearer preference shares
shall receive a dividend which exceeds that for the ordinary shares by an
amount of EUR 0.06 per preference share, but at least a dividend in an
amount of EUR 0.12 per preference share.


(3)                                 The
minimum dividend of EUR 0.12 per preference share shall take precedence
over the distribution of a dividend on the ordinary shares.


(4)                                 In
the event that the balance sheet profits for one or more fiscal years are insufficient
to distribute EUR 0.12 per preference share, the lacking sums shall be
paid subsequently without interest out of the balance sheet profits for the following
fiscal years, i.e. after distribution of the minimum dividend on the preference
shares for these fiscal years and before distribution of a dividend on the
ordinary shares. The right to subsequent payment shall be part of the profit
share for the fiscal year from the balance sheet profits of which the subsequent
payment on the preference shares is made.


V.
Miscellaneous


Art. 20 Partial
Invalidity


Should any of the provisions of these Articles of
Association be or become ineffective in whole or in part, or should these
Articles of Association have a regulatory gap, the validity of the remaining
provisions hereof shall not be affected. The Parties shall replace any such
ineffective provision by an adequate provision that, as far as legally
possible, comes closest to the intent and purpose of these Articles of
Association; The same shall apply in case of a regulatory gap.


Art. 21 Formation
Expenses


(1)                                 The
formation expenses (Notary’s fees, court costs, costs of notification) amount
up to DM 5,000.00 (in words: five thousand German Marks).


(2)                                 Additionally,
the Company has to bear the expenses for the transformation of Fresenius
Medical Care AG into Fresenius Medical Care AG & Co. KGaA in an



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amount up to EUR
7,500,000.00 (in words: seven million five hundred thousand Euro).


 



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