Statement of Compliance

The Executive Board and the Supervisory Board issued, in accordance with section 161 AktG, the following statement of compliance with the recommendations of the Government Commission German Corporate Governance Code:

“Declaration of the Executive Board and the Supervisory Board of Merck KGaA on the recommendations of the Government Commission German Corporate Governance Code pursuant to section 161 AktG.

Since the last statement of compliance on February 24, 2012, the Merck Group has complied with the recommendations of the Government Commission German Corporate Governance Code in the version dated May 26, 2010 and published in the official section of the German Federal Gazette during its period of validity with the following exception:

Contrary to section 5.4.1 sentence 2 of the Code, an age limit is not taken into account when proposing candidates for election to the Supervisory Board pursuant to the published objectives of the Supervisory Board. The age of Supervisory Board members is not a criterion for their qualifications and competence. Moreover, we do not wish to forgo the many years of experience of Supervisory Board members.

During the period from June 15, 2012 to the issuance of this Statement of Compliance, the recommendations of the Government Commission German Corporate Governance Code in the version dated May 15, 2012 and announced by the German Federal Ministry of Justice on June 15, 2012 in the official section of the German Federal Gazette were complied with apart from the aforementioned exception and the following deviations:

Since the announcement of the amendment to section 5.4.6 para 2 of the German Corporate Governance Code on June 15, 2012, the compensation of the Supervisory Board of the company, which up until that date complied with the Code, no longer corresponds to the current recommendations to the extent that the apart from reimbursement for expenses and fixed compensation, performance-related compensation is granted based on the dividend of the current fiscal year. Owing to the latest change to section 5.4.6 para 2 of the German Corporate Governance Code, the recommendation was introduced that performance-related compensation should be oriented toward the sustainable growth of the company. The aforementioned measurement basis for the current variable compensation paid to the company’s Supervisory Board members does not meet these preconditions since it is only oriented toward the dividend of a year. A new compensation system that conforms to the new recommendations of the German Corporate Governance Code and only provides for fixed compensation will be proposed to the 2013 General Meeting.

The Government Commission German Corporate Governance Code amended the latest version of section 5.4.1 para 2 of the Code by adding the recommendation that the Supervisory Board shall also define the number of independent Supervisory Board members in the future. Subsequent to discussions of this matter and adoption by the Supervisory Board on March 6, 2013, this recommendation has been complied with since this date.

In view of future compliance with the current recommendations of the Government Commission German Corporate Governance Code, the Executive Board and the Supervisory Board declare the following: With the exception of the aforementioned deviation from section 5.4.1 sentence 2 (age limit) and subject to the approval of the General Meeting on the amendment of Supervisory Board compensation effective April 27, 2013, the company will comply with the recommendations of the Code in the version dated May 15, 2012."

Darmstadt, March 6, 2013