Statement of Compliance

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

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

Since the last statement of compliance on March 6, 2013, the Merck Group has complied with the recommendations of the Government Commission of the German Corporate Governance Code in the version dated May 15, 2012 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 German Corporate Governance 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 forego the many years of experience of Supervisory Board members.

Contrary to section 5.3.1 of the German Corporate Governance Code, the Supervisory Board has not established an audit committee. However, an audit committee does exist in the form of the Finance Committee of the Board of Partners of E. Merck KG, which to a large extent exercises the duties described in section 5.3.2 of the Code. Due to the relatively limited authority of the supervisory board of a KGaA in comparison with that of an AG, this therefore satisfies the requirements of the German Corporate Governance Code.

Since the announcement of the amendment of 5.4.6 (2) of the German Corporate Governance Code on June 15, 2012, up until April 26, 2013 the compensation of the Supervisory Board of the company did not correspond to the current recommendations to the extent that, apart from reimbursement for expenses and fixed compensation, performance-related compensation was granted based on the dividend of the current fiscal year. With the version of the German Corporate Governance Code dated May 15, 2012, the recommendation was introduced that performance-related compensation should be oriented toward the sustainable development of the company. The 2013 Annual General Meeting passed a resolution on a new compensation system that, since April 27, 2013, has stipulated exclusively fixed compensation in line with the recommendations of the German Corporate Governance Code in force since June 15, 2012.

During the period from June 10, 2013 until the issuance of this Statement of Compliance, the recommendations of the Government Commission of the German Corporate Governance Code in the version dated May 13, 2013 and announced by the German Federal Ministry of Justice on June 10, 2013 in the official section of the German Federal Gazette were complied with apart from the aforementioned exceptions to 5.4.1 sentence 2 and 5.3.1.

In view of future compliance with the current recommendations of the Government Commission of the German Corporate Governance Code, the Executive Board and the Supervisory Board declare the following: With the exception of the aforementioned deviations from section 5.4.1 sentence 2 (age limit) and section 5.3.1 (audit committee), the company will comply with the recommendations of the Code in the version dated May 13, 2013.”

Darmstadt, February 28, 2014