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Compensation of the Supervisory Board members of Merck KGaA Audited

The compensation of the Supervisory Board members is defined by Article 20 of the Articles of Association of Merck KGaA. On April 26, 2013 the Annual General Meeting proposed a new compensation system in order to align it with the changes in the German Corporate Governance Code announced on June 15, 2012.

The rules that still applied until April 26, 2013 provided for the following: Apart from reimbursement of their expenses, the members of the Supervisory Board received fixed and variable compensation.

The fixed compensation amounted to € 7,000 per year. The Chairman received double this amount and the Vice Chairman receives one and a half times this amount.

The members of the Supervisory Board also received € 550 for each percent of the dividend resolved by the General Meeting in excess of 6% of the share capital, with a corresponding portion for fractions of a percent. The Chairman receives double this amount and the Vice Chairman received one and a half times this amount.

Supervisory Board members who had only been in office for part of the fiscal year received lower compensation in proportion to their term of office. The company reimburses the value-added tax levied on the compensation.

The rules applicable since April 27, 2013 stipulate that only fixed compensation be paid. The members of the Supervisory Board will now receive annual fixed compensation of € 47,000. The Chairman receives double and the Vice Chairman receives one and a half times this amount. In addition, the members receive additional compensation of € 750 per meeting.

Supervisory Board compensation for fiscal 2013 for the period from January 1, 2013 to April 26, 2013 was determined by the compensation rules applicable until April 26, 2013. For the period from April 27, 2013 to December 31, 2013, it is determined by the compensation rules applicable since April 27, 2013, whereupon the amounts stipulated in both provisions shall be respectively pro-rated in proportion to the amount of time. As of fiscal 2014, Supervisory Board compensation will be determined solely by the compensation rules applicable since April 27, 2013.

The individual values are presented in the following table:

XLS

Compensation of the Supervisory Board members of Merck KGaA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed compensation

Variable compensation

in €

2013

2012

2013

2012

 

As of April 27, 2013

Until April 26, 2013

Total

 

Until April 26, 2013

 

1

As members of corporate bodies of E Merck KG, these Supervisory Board members each received an additional payment of € 150,000 for performing this function in 2013 (2012: € 150,000).

2

As members of corporate bodies of E. Merck KG, these Supervisory Board members each received an additional payment of € 140,000 for performing this function in 2013 (2012: € 140,000).

3

As members of corporate bodies of E. Merck KG, these Supervisory Board members each received an additional payment of € 120,000 for performing this function in 2013 (2012: € 120,000).

4

As members of corporate bodies of E. Merck KG, these Supervisory Board members each received an additional payment of € 80,000 for performing this function in 2013 (2012: € 80,000).

5

Member of the Supervisory Board since January 31, 2013

6

Supervisory Board members who left the Supervisory Board in 2012 are not listed in the table. Therefore, the total compensation shown here for fiscal 2012 deviates from the actual amount of
total compensation paid and reported in the Annual Report for 2012, which was € 694,031.

Rolf Krebs1 (Chairman)

64,126.03

4,449.32

68,575.35

14,000.00

23,450.43

65,318.00

Heiner Wilhelm (Vice Chairman)

48,094.52

3,336.99

51,431.51

10,500.00

17,587.82

48,988.00

Crocifissa Attardo

32,063.01

2,224.66

34,287.67

7,000.00

11,725.22

32,659.00

Mechthild Auge

32,063.01

2,224.66

34,287.67

7,000.00

11,725.22

32,659.00

Johannes Baillou2

32,063.01

2,224.66

34,287.67

7,000.00

11,725.22

32,659.00

Frank Binder3

32,063.01

2,224.66

34,287.67

7,000.00

11,725.22

32,659.00

Wolfgang Büchele2

32,063.01

2,224.66

34,287.67

7,000.00

11,725.22

32,659.00

Michael Fletterich

32,063.01

2,224.66

34,287.67

7,000.00

11,725.22

32,659.00

Edeltraud Glänzer

32,063.01

2,224.66

34,287.67

7,000.00

11,725.22

32,659.00

Jürgen Glaser

32,063.01

2,224.66

34,287.67

4,686.00

11,725.22

21,862.00

Jens Frank5

32,063.01

1,649.32

33,712.33

8,692.83

Michaela Freifrau von Glenck4

32,063.01

2,224.66

34,287.67

7,000.00

11,725.22

32,659.00

Hans-Jürgen Leuchs2

32,063.01

2,224.66

34,287.67

7,000.00

11,725.22

32,659.00

Albrecht Merck3

32,063.01

2,224.66

34,287.67

7,000.00

11,725.22

32,659.00

Karl-Heinz Scheider

32,063.01

2,224.66

34,287.67

7,000.00

11,725.22

32,659.00

Theo Siegert1

32,063.01

2,224.66

34,287.67

7,000.00

11,725.22

32,659.00

Total

561,102.69

38,356.21

599,458.90

113,186.00

202,158.94

528,076.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation for meeting attendance

Total compensation

 

 

 

2013

2012

2013

2012

 

 

 

As of April 27, 2013

 

 

 

Rolf Krebs1 (Chairman)

 

 

3,000.00

95,025.78

79,318.00

Heiner Wilhelm (Vice Chairman)

 

 

3,000.00

72,019.33

59,488.00

Crocifissa Attardo

 

 

3,000.00

49,012.89

39,659.00

Mechthild Auge

 

 

3,000.00

49,012.89

39,659.00

Johannes Baillou2

 

 

3,000.00

49,012.89

39,659.00

Frank Binder3

 

 

3,000.00

49,012.89

39,659.00

Wolfgang Büchele2

 

 

3,000.00

49,012.89

39,659.00

Michael Fletterich

 

 

3,000.00

49,012.89

39,659.00

Edeltraud Glänzer

 

 

3,000.00

49,012.89

39,659.00

Jürgen Glaser

 

 

3,000.00

49,012.89

26,548.00

Jens Frank5

 

 

2,250.00

44,655.16

Michaela Freifrau von Glenck4

 

 

3,000.00

49,012.89

39,659.00

Hans-Jürgen Leuchs2

 

 

3,000.00

49,012.89

39,659.00

Albrecht Merck3

 

 

3,000.00

49,012.89

39,659.00

Karl-Heinz Scheider

 

 

2,250.00

48,262.89

39,659.00

Theo Siegert1

 

 

2,250.00

48,262.89

39,659.00

Total

 

 

45,750.00

847,367.84

641,262.006