Debt Issuance Program Prospectus September 5, 2013 This document constitutes two base prospectuses for the purpose of article 5.4 of the Directive 2003/71/EC, as amended by Directive 2010/73/EU of the European Parliament and of the Council of November 24, 2010 (the "Prospectus Directive"): (i) the base prospectus of Merck KGaA in respect of non-equity securities within the meaning of Art. 22 para 6 no. 4 of the Commission Regulation (EC) No. 809/2004 of April 29, 2004, as amended, ("Non-Equity Securities") and (ii) the base prospectus of Merck Financial Services GmbH in respect of Non-Equity Securities (together, the "Debt Issuance Program Prospectus" or the "Base Prospectus" or the "Prospectus"). Merck KGaA (Darmstadt, Germany) as Issuer and, in respect of Notes issued by Merck Financial Services GmbH, as Guarantor Merck Financial Services GmbH (Darmstadt, Germany) as Issuer EUR 15,000,000,000 Debt Issuance Program The Debt Issuance Program Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF") which is the Luxembourg competent authority for the purposes of the approval of the Debt Issuance Program Prospectus under the Luxembourg law on prospectuses for securities (loi relative aux prospectus pour valeurs mobilières) dated July 10, 2005 (the "Luxembourg Prospectus Law") transposing under Luxembourg law the Prospectus Directive. By approving this Base Prospectus, the CSSF does not give any undertaking as to the economical and financial soundness of the operation or the quality or solvency of the Issuers. Each Issuer has requested the CSSF to provide the competent authorities in the Federal Republic of Germany, the Republic of Austria and The Netherlands with a certificate of approval attesting that this Base Prospectus has been drawn up in accordance with the Luxembourg Prospectus Law. Each Issuer may request the CSSF to provide competent authorities in additional host member states within the European Economic Area with such notification. This Base Prospectus will be published in electronic form together with all documents incorporated by reference on the website of the Luxembourg Stock Exchange (www.bourse.lu). Application has been made to the Luxembourg Stock Exchange for debt instruments (the "Notes") to be issued under the EUR 15,000,000,000 debt issuance program (the "Program") up to the expiry of 12 months after the date of approval of this Base Prospectus and to be listed on the official list of the Luxembourg Stock Exchange (the "Official List") and to be admitted to trading on the Luxembourg Stock Exchange's regulated market (the "Regulated Market of the Luxembourg Stock Exchange"), which is a regulated market for the purposes of Directive 2004/39/EC on Markets in Financial Instruments. Notes issued under the Program may also be listed and traded on an alternative stock exchange or may not be listed at all. The maximum aggregate principal amount of Notes outstanding under the Program will not exceed EUR 15,000,000,000. The payments of all amounts due in respect of Notes issued by Merck Financial Services GmbH will be unconditionally and irrevocably guaranteed by Merck KGaA. Arrangers Barclays Deutsche Bank Dealers Banco Bilbao Vizcaya Argentaria, S.A. Barclays BayernLB BNP Paribas BofA Merrill Lynch Citigroup Commerzbank DZ BANK AG Deutsche Bank Goldman Sachs International Helaba J.P. Morgan Landesbank Baden-Württemberg SEB Société Générale Corporate & Investment Banking The Royal Bank of Scotland UniCredit Bank RESPONSIBILITY STATEMENT Merck KGaA (together with all consolidated subsidiaries "Merck" or the "Merck Group" or, in connection with the Notes issued by Merck Financial Services GmbH, the "Guarantor") and Merck Financial Services GmbH ("Merck FS") (each of Merck KGaA and Merck FS an "Issuer" and together the "Issuers") are solely responsible for the information given in this Debt Issuance Program Prospectus. Each Issuer hereby declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Debt Issuance Program Prospectus for which it is responsible, is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. NOTICE This Debt Issuance Program Prospectus should be read and construed with any supplement thereto and with any other documents incorporated by reference and, in relation to any Series (as defined herein) of Notes, should be read and construed together with the relevant Final Terms (as defined herein). Each Issuer has confirmed to the Dealers (as defined herein) that this Debt Issuance Program Prospectus is true and accurate in all material respects and is not misleading; that any opinions and intentions expressed herein are honestly held and based on reasonable assumptions; that there are no other facts with respect to each Issuer and the Guarantor, the omission of which would make this Debt Issuance Program Prospectus as a whole or any statement herein or opinions or intentions expressed herein misleading in any material respect; and that all reasonable enquiries have been made to verify the foregoing. Each Issuer has undertaken with the Dealers to prepare a supplement to this Debt Issuance Program Prospectus or a new prospectus in the event that any significant new factor, material mistake or inaccuracy relating to the information included in this Debt Issuance Program Prospectus, which is capable of affecting the assessment of the Notes, arises or is noted after the date of this Debt Issuance Program Prospectus. No person has been authorized by any of the Issuers or the Guarantor to give any information or to make any representation not contained in or not consistent with this Debt Issuance Program Prospectus or any other document entered into in relation to the Program or any information supplied by any Issuer or the Guarantor or such other information as is in the public domain and, if given or made, such information or representation should not be relied upon as having been authorized by the Issuers, the Guarantor, the Dealers or any individual Dealer. No representation or warranty is made or implied by the Dealers or any of their respective affiliates, and neither the Dealers nor any of their respective affiliates make any representation or warranty or accept any responsibility, as to the accuracy or completeness of the information contained in this Debt Issuance Program Prospectus. This Debt Issuance Program Prospectus is valid for 12 months from the date of its approval and this Debt Issuance Program Prospectus and any supplement hereto as well as any Final Terms reflect the status as of their respective dates of issue. Neither the delivery of this Debt Issuance Program Prospectus nor the offering, sale or delivery of any Note shall, in any circumstances, create any implication that the information contained in this Debt Issuance Program Prospectus is true subsequent to the date upon which this Debt Issuance Program Prospectus has been published or most recently amended or supplemented or that there has been no adverse change in the financial position of the Issuers since the date hereof or, as the case may be, the date upon which this Debt Issuance Program Prospectus has been most recently supplemented or the balance sheet date of the most recent financial 2 statements which are deemed to be incorporated into this Debt Issuance Program Prospectus by reference or that any other information supplied in connection with the Program is correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. This document may only be communicated or caused to be communicated in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 ("FSMA") does not apply. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and will include Notes in bearer form that are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to U.S. persons, see "Subscription and Sale — Selling Restrictions". The distribution of this Debt Issuance Program Prospectus and the respective Final Terms as well as the offering, sale, and delivery of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Debt Issuance Program Prospectus or any Final Terms comes are required by the Issuers and the Dealers to inform themselves about and to observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of Notes and on the distribution of this Debt Issuance Program Prospectus or any Final Terms and other offering material relating to the Notes, see "Subscription and Sale — Selling Restrictions". Neither this Debt Issuance Program 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 this Debt Issuance Program Prospectus nor the Final Terms constitutes an offer or an invitation to subscribe for or purchase any Notes and should not be considered as a recommendation by the Issuers, the Guarantor, or any Dealer that any recipient of this Debt Issuance Program Prospectus or any Final Terms should subscribe for or purchase any Notes. Each recipient of this Debt Issuance Program Prospectus or the Final Terms shall be taken to have made its own investigation and appraisal of the condition (financial or otherwise) of the Issuers and the Guarantor. IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES, THE DEALER OR DEALERS (IF ANY) NAMED AS THE STABILIZING MANAGER(S) (OR PERSONS ACTING ON BEHALF OF ANY STABILIZING MANAGER(S)) IN THE APPLICABLE FINAL TERMS MAY OVER ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL.