Obligation Fresenius MedCare KGaA 1.25% ( XS2084488209 ) en EUR

Fresenius MedCare KGaA

100 % ▲

Allemagne

XS2084488209 ( en EUR )

1.25% par an ( paiement annuel )

29/11/2029 - Obligation échue

Prospectus brochure de l'obligation Fresenius Medical Care KGaA XS2084488209 en EUR 1.25%, échue

1 000 EUR

500 000 000 EUR

Fresenius Medical Care KGaA est une société mondiale de soins de santé spécialisée dans les produits et services de dialyse pour les patients atteints d'insuffisance rénale.

Les informations relatives à une obligation émise par Fresenius Medical Care KGaA, dont le Code ISIN est XS2084488209, révèlent qu'elle a récemment achevé son cycle de vie financière; cette émission, d'un type obligataire standard provenant d'Allemagne et libellée en Euros (EUR), présentait un taux d'intérêt nominal annuel de 1.25% avec une fréquence de paiement des intérêts fixée à une fois par an, un montant total de 500 000 000 Euros et une taille minimale de souscription de 1 000 Euros par unité, avec une maturité fixée au 29 novembre 2029, et, ayant atteint cette date précise, a été intégralement remboursée à 100% de sa valeur nominale, confirmant ainsi sa clôture pour l'émetteur, Fresenius Medical Care KGaA, un acteur majeur allemand du secteur de la santé spécialisé dans les produits et services de dialyse, dont la position sur le marché est déterminante pour l'appréciation de ce type d'instrument de dette.

Base Prospectus
April 30, 2019
This document constitutes the base prospectus for the purposes of Article 5(4) of the Directive 2003/71/EC of the European Par-
liament and the Council of November 4, 2003, as amended (the Prospectus Directive) in respect of non-equity securities within
the meaning of Art. 22 No. 6(4) of the Commission Regulation (EC) No. 809/2004 of April 29, 2004, as amended (the Non-Equity
Securities) of Fresenius Medical Care AG & Co. KGaA (the Prospectus).
Fresenius Medical Care AG & Co. KGaA
(Hof an der Saale, Federal Republic of Germany)
as Issuer
EUR 10,000,000,000
Debt Issuance Program
(the Program)
Fresenius Medical Care Holdings, Inc. (the Guarantor), unconditionally and irrevocably guarantees the due payment of interest
and principal and additional amounts, if any, for the Notes (as defined below) (the Guarantee). This Guarantee provides for a
release mechanism in certain circumstances as further described in the Guarantee.
Application has been made in the Grand Duchy of Luxembourg (Luxembourg) to the Commission de Surveillance du Secteur Fi-
nancier (the CSSF), which is the Luxembourg competent authority for the purposes of the Luxembourg law relating to prospec-
tuses for securities dated July 10, 2005, as amended (Loi du 10 juillet 2005 relative aux prospectus pour valeurs mobilières) (the
Prospectus Act) which implements the Prospectus Directive into Luxembourg law, for its approval of the Prospectus.
Application has been made to list the notes issued under the Program (the Notes) on the official list of the Luxembourg Stock
Exchange (Bourse de Luxembourg) and to admit the Notes to trading on the regulated market of the Luxembourg Stock Ex-
change. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of Directive 2014/65/EU of
the European Parliament and of the Council of May 15, 2014 on markets in financial instruments, as amended (MiFID II). Howev-
er, Notes may also be issued under the Program which are listed on a stock exchange other than the Luxembourg Stock Exchange
or which are not listed on any stock exchange.
The Issuer has requested the CSSF in its capacity as competent authority under the Prospectus Act to provide the competent au-
thorities in the Federal Republic of Germany (Germany) with a certificate of approval attesting that the Prospectus has been
drawn up in accordance with the Prospectus Act (each a Notification). The Issuer may request the CSSF to provide competent
authorities in additional member states within the European Economic Area (the EEA) with a Notification.
Prospective purchasers of the Notes should refer to the Risk Factors disclosed on pages 51 et seqq. of the Prospectus.
Arranger
Deutsche Bank
Dealers
Barclays
Crédit Agricole CIB
Deutsche Bank
HSBC
ING
Société Générale Corporate
& Investment Banking
The Prospectus will be published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu) as well
as on the website of the Issuer (www.freseniusmedicalcare.com). It replaces the base prospectus of the Issuer relating to the
Program dated June 29, 2018. It is valid for a period of twelve months from its date of approval.

RESPONSIBILITY STATEMENT
Fresenius Medical Care AG & Co. KGaA (the Issuer and, together with its consolidated group companies, the Group,
also referred to as we, us or our), with its registered seat (Sitz) in Hof an der Saale, Germany, and its registered of-
fice in Bad Homburg vor der Höhe, Germany, and the Guarantor accept responsibility for the information given in
the Prospectus and for the information which will be contained in the Final Terms (as defined herein).
The Issuer and the Guarantor hereby declare that, having taken all reasonable care to ensure that such is the case,
the information contained in the Prospectus for which it is responsible is, to the best of its knowledge, in accord-
ance with the facts and contains no omission likely to affect its import.
By approving the Prospectus, the CSSF assumes no responsibility as to the economic and financial soundness of the
transactions under the Program and the quality or solvency of the Issuer in line with the provisions of Article 7(7) of
the Prospectus Act.
NOTICE
The Prospectus should be read and understood in conjunction with any supplement hereto and with any other doc-
uments incorporated herein by reference and, in relation to any tranche of Notes (each a Tranche of Notes), to-
gether with the relevant final terms (the Final Terms). Full information on the Issuer and any Tranche of Notes is on-
ly available on the basis of the combination of the Prospectus and the relevant Final Terms.
The Issuer has confirmed to the Dealers (as defined herein) that the Prospectus contains all information with regard to
the Issuer, the Guarantor and the Notes which is necessary to enable investors to make an informed assessment of the
assets and liabilities, financial position, profit and losses and prospects of the Issuer and the rights attaching to the
Notes which is material in the context of the Program; that the information contained herein with respect to the Issu-
er, the Guarantor and the Notes is accurate and complete in all material respects and is not misleading; that any opin-
ions and intentions expressed herein are honestly held and based on reasonable assumptions; that there are no other
facts with respect to the Issuer, the Guarantor or the Notes, the omission of which would make the Prospectus as a
whole or any of such information or the expression of any such opinions or intentions misleading; that the Issuer has
made all reasonable enquiries to ascertain all facts material for the purposes aforesaid.
The Issuer has undertaken with the Dealers to supplement the Prospectus in accordance with Article 13 of the Pro-
spectus Act or publish a new prospectus in the event of any significant new factor, material mistake or inaccuracy
relating to the information included in the Prospectus in respect of Notes issued on the basis of the Prospectus
which is capable of affecting the assessment of the Notes and which arises or is noted between the time when the
Prospectus has been approved and the closing of any Tranche of Notes offered to the public or, as the case may be,
when trading of any Tranche of Notes on a regulated market begins in respect of Notes issued on the basis of the
Prospectus.
No person has been authorized to give any information which is not contained in or not consistent with the Pro-
spectus or any other document entered into in relation to the Program or any information supplied by the Issuer or
the Guarantor or any other information in the public domain and, if given or made, such information must not be
relied upon as having been authorized by the Issuer, the Guarantor the Dealers or any of them.
To the extent permitted by law, neither the Arranger (as defined herein) nor any Dealer nor any other person men-
tioned in the Prospectus, excluding the Issuer, is responsible for the information contained in the Prospectus or any
supplement hereto, or any Final Terms or any document incorporated herein by reference, and accordingly, and to
2

the extent permitted by the laws of any relevant jurisdiction, none of these persons accepts any responsibility for
the accuracy and completeness of the information contained in any of these documents.
The Prospectus is valid for twelve months following the date of its approval and the Prospectus and any supplement
hereto as well as any Final Terms reflects the status as of their respective dates of issue. The delivery of the Pro-
spectus, any supplement thereto, or any Final Terms and the offering, sale or delivery of any Notes may not be tak-
en as an implication that the information contained in such documents is accurate and complete subsequent to
their respective dates of issue or that there has been no adverse change in the financial situation of the Issuer since
such date or that any other information supplied in connection with the Program is accurate at any time subsequent
to the date on which it is supplied or, if different, the date indicated in the document containing the same.
The distribution of the Prospectus and any Final Terms and the offering, sale and delivery of Notes in certain jurisdic-
tions may be restricted by law. Persons in possession of the Prospectus or any Final Terms are required to inform
themselves about and observe any such restrictions. For a description of the restrictions applicable in the United
States of America (United States or U.S.), the EEA in general, the United Kingdom, Luxembourg, and Japan see "Sell-
ing Restrictions" below. In particular, the Notes have not been and will not be registered under the U.S. Securities Act
of 1933, as amended (the Securities Act), and include notes in bearer form that are subject to U.S. tax law require-
ments. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to U.S.
persons.
The Final Terms in respect of any Notes may include a legend entitled "MiFID II Product Governance" which will
outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are
appropriate. Any person subsequently offering, selling or recommending the Notes (each a Distributor) should take
into consideration the target market assessment; however, a Distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target
market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under Commission Delegated Directive (EU) 2017/593 of April 7, 2016 (the MiFID Product
Governance Rules), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise
neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of
the MiFID Product Governance Rules.
If the Final Terms in respect of any Notes include a legend entitled "PROHIBITION OF SALES TO EEA RETAIL
INVESTORS", the Notes are not intended to be offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor
means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a
customer within the meaning of Directive (EU) 2016/97 of the European Parliament and of the Council of January 20,
2016 on insurance distribution (recast), as amended (the Insurance Distribution Directive), where that customer
would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified
investor as defined in the Prospectus Directive. Consequently, no key information document required by Regulation
(EU) No 1286/2014 of the European Parliament and of the Council of November 26, 2014 on key information
documents for packaged retail and insurance-based investment products (PRIIPs), as amended (the PRIIPs
Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has
been prepared and will not be prepared and, therefore, offering or selling the Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
The language of the Prospectus is English. Any part of the Prospectus in the German language constitutes a transla-
tion, except that (i) in respect of the issue of any Tranche of Notes under the Program, the German text of the
3

Terms and Conditions (as defined herein) may be controlling and binding if so specified in the relevant Final Terms,
and (ii) in respect of the German law governed Guarantee (including the negative pledge contained therein), the
German language version is always controlling and binding.
The Prospectus and any supplement hereto may only be used for the purpose for which it has been published.
Each Dealer and/or each further financial intermediary subsequently reselling or finally placing Notes issued under
the Program is entitled to use the Prospectus as set out in "Consent to the Use of the Prospectus" below.
Neither the Prospectus nor any Final Terms may be used for the purpose of an offer or solicitation by anyone in
any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to
make such an offer or solicitation.
Neither the Prospectus, nor any supplement thereto nor any Final Terms constitute an offer or an invitation to
subscribe for or purchase any Notes.
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES UNDER THE PROGRAM, THE DEALER OR DEALERS (IF
ANY) NAMED AS STABILIZING MANAGER(S) IN THE APPLICABLE FINAL TERMS (OR PERSONS ACTING ON BEHALF OF
A STABILIZING MANAGER(S)) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING
THE PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER,
STABILIZATION MAY NOT NECESSARILY OCCUR. ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE
ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE RELEVANT TRANCHE OF NOTES IS
MADE AND, IF BEGUN, MAY CEASE AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS
AFTER THE ISSUE DATE OF THE RELEVANT TRANCHE OF NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT
OF THE RELEVANT TRANCHE OF NOTES. ANY STABILIZATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED
BY THE RELEVANT STABILIZING MANAGER(S) (OR PERSON(S) ACTING ON BEHALF OF ANY STABILIZING MANAGER(S))
IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
ANY U.S. PERSON WHO HOLDS AN OBLIGATION UNDER THIS PROGRAM THAT IS TREATED AS IN BEARER FORM
FOR U.S. FEDERAL INCOME TAX PURPOSES WILL BE SUBJECT TO LIMITATIONS UNDER THE U.S. INCOME TAX
LAWS, INCLUDING THE LIMITATIONS PROVIDED IN CLAUSES 165(J) AND 1287(A) OF THE U.S. INTERNAL REVENUE
CODE OF 1986, AS AMENDED.
In the Prospectus, all references to , EUR or euro are to the currency introduced at the start of the third stage of
the European economic and monetary union, and defined in Article 2 of Council Regulation (EC) No 974/98 of
May 3, 1998, on the introduction of the euro, as amended. All references to $, US$ or USD are the US dollar, the of-
ficial currency of the United States.
A Tranche of Notes may be rated or unrated. Where a Tranche of Notes is rated, such rating and the respective rating
agency will be specified in the relevant Final Terms. A rating is not a recommendation to buy, sell or hold Notes and
may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
To the extent not otherwise indicated, the information contained in the Prospectus on the market environment,
market developments, growth rates, market trends and competition in the markets in which the Issuer and the
Guarantor operate is taken either (i) from publicly available sources, including, but not limited to, third-party stud-
ies, or (ii) from the Issuer's own estimates prepared using the Issuer's Market & Competitor Survey (MCS) which has
been developed to obtain and manage information on the status and development of global, regional and national
markets. The Issuer uses the MCS as a tool to collect, analyze and communicate current and essential information
on the dialysis market, developing trends, the Group's market position and those of its competitors (please see
4

"Business of the Group Major Markets and Competitive Position"). The information from third-party sources that is
cited here has been reproduced accurately. As far as the Issuer and the Guarantor are aware and are able to ascer-
tain from information published by such third-party, no facts have been omitted which would render the repro-
duced information published inaccurate or misleading.
The Prospectus also contains estimates of market data and information derived from these estimates that would not
be available from publications issued by market research firms or from any other independent sources. This infor-
mation is based on the Issuer's internal estimates and, as such, may differ from the estimates made by the Issuer's
competitors or from data collected in the future by market research firms or other independent sources. To the extent
the Issuer derived or summarized the market information contained in the Prospectus from a number of different
studies, an individual study is not cited unless the respective information can be taken from it directly.
Neither the Issuer nor the Guarantor have independently verified the market data and other information on which
third parties have based their studies or the external sources on which the Issuer's own estimates are based. There-
fore, neither the Issuer nor the Guarantor assume any responsibility for the accuracy of the information on the mar-
ket environment, market developments, growth rates, market trends and competitive situation presented in the
Prospectus from third-party studies or the accuracy of the information on which the Issuer's own estimates are
based. Any statements regarding the market environment, market developments, growth rates, market trends and
competitive situation presented in the Prospectus regarding the Group and its operating divisions contained in the
Prospectus are based on own estimates and/or analysis unless other sources are specified.
Any websites included in the Prospectus, except for the website of the Luxembourg Stock Exchange
(www.bourse.lu) in the context of the documents incorporated by reference, are for information purposes only and
do not form part of the Prospectus.
The Final Terms in respect of any of the Notes offered on the basis of the Prospectus may specify that amounts pay-
able under floating rate Notes are calculated by reference to (i) the Euro Interbank Offered Rate (EURIBOR), which
as at the date of the Prospectus is provided by the European Money Markets Institute (EMMI), or (ii) the London
Interbank Offered Rate (LIBOR), which at at the date of the Prospectus is provided by the ICE Benchmark Admin-
istration Limited (IBA). As at the date of the Prospectus, IBA appears whereas EMMI does not appear on the register
of administrators and benchmarks established and maintained by the European Securities and Markets Authority
(ESMA) pursuant to Article 36 of Regulation (EU) 2016/1011 (Benchmark Regulation). As far as the Issuer is aware,
the transitional provisions in Article 51 of the Benchmark Regulation apply, such that EMMI is not currently re-
quired, or may not be required at the date of the relevant Final Terms, to obtain authorization or registration (or, if
located outside the European Union, recognition, endorsement or equivalence). The registration status of any ad-
ministrator under the Benchmark Regulation is a matter of public record and save where required by applicable law
the Issuers do not intend to include in the relevant Final Terms any information on the registration status of any
administrator.
FORWARD-LOOKING STATEMENTS
The Prospectus contains certain forward-looking statements. A forward-looking statement is a statement that does not
relate to historical facts and events. They are based on analyses or forecasts of future results and estimates of amounts
not yet determinable or foreseeable. These forward-looking statements are identified by the use of terms and phrases
such as "outlook", "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project",
"seek", "will" and similar terms and phrases, including references and assumptions. This applies, in particular, to
statements in the Prospectus containing information on future earning capacity, plans and expectations regarding the
Group's business and management, its growth and profitability, and general economic and regulatory conditions and
other factors that affect it.
5

Forward-looking statements in the Prospectus are based on current estimates and assumptions that the Issuer
makes to the best of its present knowledge. These forward-looking statements are subject to risks, uncertainties
and other factors which could cause actual results, including the Group's financial condition and results of opera-
tions, to differ materially from and be worse than results that have expressly or implicitly been assumed or de-
scribed in these forward-looking statements. The Group's business is also subject to a number of risks and uncer-
tainties that could cause a forward-looking statement, estimate or prediction in the Prospectus to become inaccu-
rate.
These risks, uncertainties, assumptions, and other factors, including associated costs, could cause actual results to
differ from the Group's projected results and include, among others, the following:
·
changes in governmental and commercial insurer reimbursement for the Group's complete products and
services portfolio, including the U.S. Medicare reimbursement system for dialysis and other health care ser-
vices, including potentially significant changes that could be enacted due to the announced intention of the
Trump administration to continue its efforts to repeal and replace the Patient Protection and Affordable Care
Act;
·
the outcome of government and internal investigations as well as litigation;
·
risks relating to compliance with current and future government regulations applicable to the Group's busi-
ness including, in the U.S., the Anti-Kickback Statute, the False Claims Act, the Stark Law, the Health Insur-
ance Portability and Accountability Act, the Health Information Technology for Economic and Clinical Health
Act, the Foreign Corrupt Practices Act, the Food, Drug and Cosmetic Act, and outside the U.S., the EU Medical
Device Directive, the EU General Data Protection Regulation, the two invoice policy and the Tendering and
Bidding Law in China and other related local legislation as well as other comparable regulatory regimes in
many of the countries where the Group supplies health care services and/or products;
·
possible future disruptions in federal government agencies' operations and funding that could negatively im-
pact regulatory approvals for the Group's pharmaceutical products, medical devices and regulatory guidance;
·
the influence of commercial insurers and integrated care organizations, including efforts by these organiza-
tions to manage costs by limiting healthcare benefits, reducing provider reimbursement and/or restricting
options for patient funding of health insurance premiums;
·
the impact of health care, tax and trade law reforms and regulation, including those proposed and enacted
by the Trump administration in the U.S.;
·
product liability risks;
·
risks relating to the Group's ability to continue to make acquisitions;
·
risks relating to the Group's ability to attract and retain skilled employees, including shortages of skilled clini-
cal personnel;
·
the impact of currency fluctuations;
·
potential impairment loss on assets in the Latin America Segment due to decreases in the recoverable
amount of those assets relative to their book value;
·
the Group's ability to protect its information technology systems against cyber security attacks or prevent
other data privacy or security breaches;
·
changes in the Group's costs of purchasing and utilization patterns for pharmaceuticals;
·
introduction of generic or new pharmaceuticals that compete with the Group's products or services or the
development of pharmaceuticals that greatly reduce the progression of chronic kidney disease;
6

·
launch of new technology, or advances in medical therapies, that compete with the Group's medical busi-
nesses;
·
changes in raw material and energy costs or the inability to procure raw materials;
·
collectability of our receivables, which depends primarily on the efficacy of the Group's billing practices and
the financial stability and liquidity of the Group's governmental and commercial payors;
·
the Group's ability to achieve cost savings in various health care risk management programs in which it par-
ticipates or intend to participate; and
·
the greater size, market power, experience and product offerings of certain competitors in certain geograph-
ic regions and business lines.
Accordingly, investors are strongly advised to read the sections "SUMMARY", "RISK FACTORS", "GENERAL
INFORMATION ON THE ISSUER", "GENERAL INFORMATION ON THE GUARANTOR" and "BUSINESS OF THE GROUP"
of the Prospectus.
In light of these risks, uncertainties and assumptions, future events described in the Prospectus may not occur. In
addition, neither the Issuer nor the Dealers assume any obligation, except as required by law, to update any for-
ward-looking statement or to conform these forward-looking statements to actual events or developments.
7

TABLE OF CONTENTS
SUMMARY .................................................................................................................................................................... 9
GERMAN TRANSLATION OF THE SUMMARY .............................................................................................................. 29
RISK FACTORS ............................................................................................................................................................. 51
GENERAL INFORMATION ON THE ISSUER .................................................................................................................. 73
GENERAL INFORMATION ON THE GUARANTOR ........................................................................................................ 93
BUSINESS OF THE GROUP ........................................................................................................................................... 97
GENERAL DESCRIPTION OF THE PROGRAM ............................................................................................................. 151
TERMS AND CONDITIONS OF THE NOTES ................................................................................................................ 154
FORM OF FINAL TERMS ............................................................................................................................................ 271
GUARANTEE.............................................................................................................................................................. 292
USE OF PROCEEDS .................................................................................................................................................... 303
TAXATION ................................................................................................................................................................. 304
SUBSCRIPTION AND SALE ......................................................................................................................................... 311
GENERAL INFORMATION .......................................................................................................................................... 318
DOCUMENTS INCORPORATED BY REFERENCE ......................................................................................................... 320
NAMES AND ADDRESSES .......................................................................................................................................... 322
8

SUMMARY
Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in Sec-
tions A E (A.1 E.7).
This summary (the Summary) contains all the Elements required to be included in a summary for this type of notes
and issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering se-
quence of the Elements.
Even though an Element may be required to be inserted in the Summary because of the type of notes and issuer, it
is possible that no relevant information can be given regarding the Element. In this case, a short description of the
Element is included in the Summary with the mention of "not applicable".
[The Summary contains options, characterized by square brackets or typesetting in italics (other than the respective
translations of specific legal terms), and placeholders regarding the Notes to be issued under the Program. The
summary of the individual issue of Notes will include the options relevant to this issue of Notes as determined by the
applicable Final Terms and will contain the information, which had been left blank, as completed by the applicable
Final Terms.]1
Section A Introduction and Warnings
Element
Description of Disclosure requirement
Element
A.1
Warnings
·
This Summary should be read as an introduction to the Prospectus.
·
Any decision to invest in the Notes should be based on consideration of the
Prospectus as a whole and the relevant Final Terms by the investor.
·
Where a claim relating to the information contained in the Prospectus or the
relevant Final Terms is brought before a court, the plaintiff investor might, un-
der the national legislation of the Member States, have to bear the costs of
translating the Prospectus, before the legal proceedings are initiated.
·
Civil liability attaches only to the Issuer which has tabled the Summary includ-
ing any translation thereof, but only if the Summary is misleading, inaccurate
or inconsistent when read together with the other parts of the Prospectus or it
does not provide, when read together with the other parts of the Prospectus,
key information in order to aid investors when considering whether to invest in
such Notes.
A.2
Consent
to [Each Dealer and/or each further financial intermediary subsequently reselling or fi-
the use of the nally placing the Notes if and to the extent so expressed in [the][these] Final Terms is
prospectus
entitled to use the Prospectus and the Final Terms in Luxembourg and Germany for
the subsequent resale or final placement of the Notes during the period from [] to
[], provided however, that the Prospectus is still valid in accordance with Article
11(2) of the Luxembourg act relating to prospectuses for securities (Loi du 10 juillet
2005 relative aux prospectus pour valeurs mobilières) which implements Directive
2003/71/EC of the European Parliament and of the Council of November 4, 2003 (as
amended by Directive 2010/73/EU of the European Parliament and of the Council of
1
To be deleted for the summary of an individual issue of Notes.
9

November 24, 2010).
The Prospectus may only be delivered to potential investors together with all supple-
ments published before such delivery. Any supplement to the Prospectus is available
for viewing in electronic form on the website of the Luxembourg Stock Exchange
(www.bourse.lu) and on the website of the Issuer (www.freseniusmedicalcare.com).
When using the Prospectus and the Final Terms, each Dealer and/or relevant further
financial intermediary must make certain that it complies with all applicable laws and
regulations in force in the respective jurisdictions.
[Such consent is also subject to and given under the condition [].]
In the event of an offer being made by a Dealer and/or a further financial
intermediary, the Dealer and/or the further financial intermediary shall provide
information to investors on the terms and conditions of the Notes at the time of
that offer.]
[Not applicable. The Issuer does not give consent to the use of the Prospectus for the
subsequent resale or final placement of the Notes to any dealer or financial
intermediary.]
SECTION B FRESENIUS MEDICAL CARE AG & CO. KGAA ISSUER
Element
Description of Disclosure requirement
Element
B.1
Legal
and "Fresenius Medical Care AG & Co. KGaA" is the legal name of the Issuer. The Issuer
commercial
and its subsidiaries conduct their business under the commercial name "Fresenius
name
Medical Care".
B.2
Domicile / Le-
The Issuer is a partnership limited by shares (Kommanditgesellschaft auf Aktien)
gal form / with a German stock corporation (Aktiengesellschaft) as a general partner and its
Legislation / registered seat (Sitz) at Hof an der Saale, Germany, incorporated under and gov-
Country
of erned by the laws of Germany. Its registered office is located at Else-Kröner-
incorporation
Straße 1, 61352 Bad Homburg vor der Höhe, Germany and its telephone number is
+49(0) 6172 609-0.
B.4b
Known trends We are the world's largest kidney dialysis company, based on publicly reported sales
affecting the and number of patients treated. We operate in a competitive, international market
Issuer and the environment and are, therefore, subject to certain trends, risks and uncertainties
industries in that could cause actual results to differ from our projected results. The major trends
which it oper-
affecting the industries in which we operate are:
ates
·
the aging population and increased life expectancies, shortage of donor or-
gans for kidney transplants, increasing incidence and better treatment of and
survival of patients with diabetes and hypertension, which frequently pre-
cede the onset of end-stage renal disease (ESRD), all of which contribute to
patient growth;
·
improvements in treatment quality, which prolong patient life;
·
stronger demand for innovative products and therapies;
10