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Merck Kommanditgesellschaft Auf Aktien Darmstadt

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Merck Kommanditgesellschaft Auf Aktien Darmstadt Merck Kommanditgesellschaft auf Aktien Darmstadt Germany - ISIN DE 000 659 990 5 - - Securities Identification No. 659 990 - The shareholders of our company are hereby invited to attend the Annual General Meeting on Friday, April 26, 2019 at 10:00 a.m. CEST held at the Jahrhunderthalle Frankfurt, Pfaffenwiese 301, 65929 Frankfurt am Main, Germany. 1 of 29 Agenda 1. Presentation of the annual financial statements approved by the Supervisory Board, as well as the consolidated financial statements approved by the Supervisory Board and the combined management report (including the explanatory report on the information in accordance with Section 289a (1), Section 315a (1) HGB) for fiscal 2018 and the Report of the Supervisory Board The Supervisory Board has approved the annual financial statements and the consolidated financial statements which were prepared by the Executive Board in accordance with Section 171 of the German Stock Corporation Act, (hereinafter "AktG"). In accordance with Section 286 (1) AktG, Article 29 (3) of the Articles of Association, the annual financial statements are to be adopted by the General Meeting (Item 2 of the Agenda). The aforementioned documents will be available on the company's website as of the date on which the Annual General Meeting is convened. In addition, they will be available for inspection by the limited shareholders (also referred to hereinafter as “shareholders”) at the business offices of the company once the Annual General Meeting has been convened (for more information see the section titled “Information and Documents for the Annual General Meeting; company website”). No resolution is required for Item 1 of the Agenda. 2. Resolution on the adoption of the annual financial statements for fiscal 2018 The Executive Board and the Supervisory Board propose that the presented annual financial statements of the company for the year ended December 31, 2018 be approved. 2 of 29 3. Resolution authorizing the appropriation of the net retained profit for fiscal 2018 The Executive Board and the Supervisory Board propose that the share of the net retained profit of the company attributable to the shareholders amounting to € 187,277,260.03 be appropriated as follows: a) Payment of a dividend of € 1.25 per no par value share of the dividend-bearing share capital as of the date of this Annual General Meeting, being € 161,552,815.00 in total. b) Carryforward of the remaining amount of € 25,724,445.03 to new account. Dividends are payable on the third business day after the General Meeting passing the resolution on the dividend, i.e. on May 2, 2019. 4. Resolution on the approval of the actions of the Executive Board for fiscal 2018 The Executive Board and the Supervisory Board propose that the actions of the members of the Executive Board in office in fiscal 2018 be approved for their activities in fiscal 2018. 5. Resolution on the approval of the actions of the Supervisory Board for fiscal 2018 The Executive Board and the Supervisory Board propose that the actions of the members of the Executive Board in office in fiscal 2018 be approved for their activities in fiscal 2018. 6. Resolution on the election of the auditors of the annual financial statements and the consolidated financial statements for fiscal 2019 as well as the auditors for the audit review of the interim financial statements and management report of the Group as of June 30, 2019 The Supervisory Board proposes the election of 3 of 29 KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, as auditors of the annual financial statements and the consolidated financial statements for fiscal 2019 as well as for the audit review of the interim financial statements and management report of the Group as of June 30, 2019. 7. Supervisory Board elections The Supervisory Board proposes the election of the following persons as representatives of the shareholders to the Supervisory Board with effect from the end of this Annual General Meeting: - Dr. Wolfgang Büchele, - Michael Kleinemeier, - Renate Koehler, - Helene von Roeder, - Helga Rübsamen-Schaeff, - Dr. Daniel Thelen. The appointment shall be valid for the period ending with the conclusion of the Annual General Meeting resolving to approve the actions of the Supervisory Board for the fourth year following the beginning of the term of office. The fiscal year in which the term of office commences is not included in the calculation. Notes to Agenda Item 7: The Supervisory Board of the company consists of 16 members. Pursuant to Sections 278 (3), 96 (1), 101 (1) and (2) AktG, Section 7 (1) No. 2 of the German Co-Determination Act (hereinafter “MitbestG”) and Article 15 (1) and Article 6 (5) of the Articles of Association of the company, the Supervisory Board is composed of eight members elected by the employees, six members elected by the Annual General Meeting as well as two members appointed by the holder of the registered share. On conclusion of the Annual General Meeting on April 26, 2019, the terms of office of the Supervisory Board members elected at the 2014 Annual General Meeting Dr. Wolfgang Büchele, Michaela Freifrau von Glenck, Albrecht Merck, Prof. Dr. Helga Rübsamen- 4 of 29 Schaeff, Prof. Dr. Gregor Schulz and Prof. Dr. Theo Siegert will expire. On conclusion of the Annual General Meeting on April 26, 2019, the terms of office of the appointed Supervisory Board members Dr. Siegfried Karjetta and Tobias Thelen will also end. The members appointed to the Supervisory Board with effect from the end of this General Meeting until the conclusion of the Annual General Meeting 2024 are Peter Emanuel Merck and Dr. Simon Thelen. Taking into consideration the specific objectives the Supervisory Board has defined with respect to its composition, the profile of skills and expertise for the entire board elaborated by the Supervisory Board as well as the diversity policy and supported by the proposal by the Nomination Committee, the Supervisory Board proposes that the individuals named under Agenda Item 7 be elected to the Supervisory Board as representatives of the shareholders with effect from the end of the Annual General Meeting. The objectives and the profile of skills and expertise were confirmed by the Supervisory Board in their current version on February, 26 2019 and, including the status of implementation, are published in the Corporate Governance Report for the 2018 financial year. This report is contained in the 2018 annual report and is available on the company's website at www.merckkgaa-darmstadt- germany.com/agm. In accordance with Section 5.4.1 (5) of the German Corporate Governance Code, the Supervisory Board has assured itself that the proposed candidates will be able to meet the expected time requirements. In particular, Helene von Roeder has expertise in the fields of accounting or auditing of financial statements within the meaning of Section 100 (5) AktG. Pursuant to Section 96 (2) sentence 1 AktG, the Supervisory Board must consist of at least 30 percent women and at least 30 percent men. In accordance with Section 96 (2) sentence 3 AktG, the shareholder representatives' side objected vis-à-vis the Chairman of the Supervisory Board to the overall fulfilment (Gesamterfüllung) on the basis of a resolution passed by a majority. The Supervisory Board must therefore be made up of at least two women and at least two men both on the side of the shareholders and on the side of the employees in order to meet the minimum requirement in accordance with Section 96 (2) sentence 1 AktG. Following the election of the candidates proposed by the Supervisory Board, the Supervisory Board would consist of three women and three men on the shareholders' side, so that the minimum requirement would continue to be fulfilled. 5 of 29 In the opinion of the Supervisory Board, the candidates proposed for election to the Supervisory Board are to be regarded as independent within the meaning of the definition of the German Corporate Governance Code. The corresponding declaration on the independence of the Supervisory Board candidates can be found on the company's website at www.merckkgaa- darmstadt-germany.com/agm. In accordance with Section 5.4.3 sentence 3 of the German Corporate Governance Code, the Supervisory Board announces that Dr. Wolfgang Büchele shall be proposed for election as Chairman of the Supervisory Board in the event of his election to the Supervisory Board. The Annual General Meeting is not required to follow the election proposals. It is planned to vote on the proposed candidates separately, with the elections being carried out individually. Annex 1 of this Agenda particularly provides information on the profession, residence and memberships of the proposed persons in other statutory supervisory boards and comparable control bodies in Germany and abroad. Annex 2 to this Agenda contains the curricula vitae of the proposed candidates. These are also available on the Company's website (www.merckkgaa-darmstadt-germany.com/agm). 6 of 29 Requirements for participating in the Annual General Meeting and exercising voting rights 1. Registration and evidence of share ownership In accordance with Article 22 (1) and (2) of the Articles of Association of the company, to be eligible to participate in the Annual General Meeting and to exercise voting rights, shareholders must have registered with the company by no later than April 19, 2019 (24:00 CEST) under the following address and submitted evidence of share ownership related to the beginning of April 5, 2019 (0:00 CEST, “record date”) and issued by the custodial bank or financial institute to the following address: Merck KGaA Darmstadt, Germany c/o Deutsche Bank AG Securities Production General Meetings Postbox 20 01 07 60605 Frankfurt am Main Germany or telefax: +49 69 12012-86045 or email: [email protected] Registration and evidence of share ownership must be in text form (Section 126b German Civil Code – hereinafter “BGB”) in either German or English.
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