Merck KGaA (MRK) Earnings Call Transcript & Summary

Welcome all of you. I hereby call this Annual General Meeting of Merck KGaA to order. Pursuant to Section 23, Paragraph 1, Sentence 1 of the Articles of Association, I am chairing the AGM. First, I would like to welcome you, our shareholders and shareholder representatives. I'm pleased by the great interest you are showing in our company by participating in the virtual Annual General Meeting. Let me also welcome the media representatives following our AGM on the Internet. I would have loved to greet you in person. However, this is not possible under the prevailing circumstances. In response to the corona crisis, the lawmakers have imposed extensive restrictions on events of all kinds. Therefore, we cannot hold our annual general meeting at the Jahrhunderthalle in Frankfurt as usual this year, but rather here in Darmstadt from our offices at Merck KGaA. As you could gather from the invitation of this AGM, the Executive Board decided with the approval of the Supervisory Board to conduct this year's general meeting in virtual form, that is without the shareholders and their proxies being physically present. Like some other DAX companies before us, we thus avail ourselves of the possibility recently provided by the lawmakers under the so-called COVID-19 Act. By having a virtual AGM this year, we can protect your health as well as the health of our employees and comply with the current official regulations. In addition, this ensures that you can adopt the resolution proposals and consequently, can get the payment of the planned dividend promptly provided you approve the dividend as proposed by the Executive Board and the Supervisory Board. We, therefore, assume that we are acting also in your interest by conducting this general meeting a virtual form in this very special time. We are aware of the fact that a virtual general meeting entails some restrictions of shareholder rights. In particular, the shareholders cannot enter into a dialogue with the Executive Board, as usual, during the general debate. To allow you to exercise your shareholder rights adequately also in this virtual AGM, the company has provided numerous options as far as this is technically possible. You can exercise your right to vote today online by absentee voting via the web-based general meeting system, either yourself or through your proxy or the proxies appointed by the company. In addition, registered shareholders were able to submit questions to the Executive Board already prior to the AGM. We will answer those questions in detail and comprehensively after Mr. Oschmann's speech. Furthermore, we published Mr. Oschmann's speech in advance. If you have any question regarding our web-based AGM system, I would like to ask registered shareholders to contact our hotline by phone or email. For contact information, please see the web-based AGM system, and it is also displayed here for your convenience. The hotline will be available until the end of this general meeting. Due to the current official contact restrictions, we have limited the number of people who are present here to only a few. Alongside me, the Executive Board members present are its Chairman, Mr. Stefan Oschmann; and the CFO, Mr. Marcus Kuhnert; as well as Mr. Kai Beckmann, who's CEO of Performance Materials; and Ms. Belén Garijo, who is CEO, Health Care. Mr. Udit Batra, the CEO of Life Science, has not appeared in person. He lives in the U.S. and asks for your understanding that due to the present restrictions on admissions, he's prevented from physically attending. Mr. Batra is following this AGM on the Internet and is attending it virtually. If required, he can contact me or the other members of the Executive Board. This also applies, apart from myself, to the other members of the Supervisory Board, with the exception of Ms. Glänzer who has excused herself today. Furthermore, I would like to welcome the officiating notary, [ Mr. Alva ] who will record the minutes of this general meeting and [ Ms. Rodge ], Head of our Group Legal Department. Last but not least, I would like to welcome the representative of our auditor, KPMG, and the proxies, a warm welcome to all of you. Ladies and gentlemen, I would like -- first like to address the formal matters that are to be handled in accordance with German law and the Articles of Association before we deal with the agenda. Today's AGM was convened via the announcement of the agenda in the German Federal Gazette on the May 6, 2020, required -- in required form and within the stipulated period. A printout of the invitation from the Federal Gazette will be attached to the minutes by the notary. The information stipulated by Section 125 of the German Stock Corporation Act are submitted by the Executive Board within the stipulated period and as prescribed by law. Moreover, the notice of this AGM was forwarded to those media that can be assumed to disseminate information throughout the entire European Union. The annual financial statements for 2019, including the proposal of the Executive Board for the appropriation of net retained profit, the consolidated financial statements, the management report and the report of the Supervisory Board have been available on the company's website since the date this AGM was convened. Because the company has not received any motions to supplement today's agenda, only the agenda as published must be dealt with. None of the shareholders did avail themselves of the opportunity to submit their opinions on the agenda prior to this general meeting. Since the invitation to the Annual General Meeting was published, documents and information specified in Section 124a of the German Stock Corporation Act and additional documents that must be provided have been available on the website of the company. One copy of each of these documents has been made available to the notary. I hereby ascertain that this AGM was called in required form and within the stipulated period. The compulsory list of participants is maintained by electronic means this year. There, the proxies appointed by the company and present in this room as well as the shareholders they represent will be entered. Depending on the proxy authorizations granted or revoked in the course of today's AGM, the attendance will vary. I would like to announce the current presence as it is apparent from the list of participants for the moment. I will inform you again of the presence after determining the voting results. For the moment, the presence is as follows and the following percentages are represented. 129,242,252 non-par share value acts. 98,642,688 are represented with the corresponding votes. This corresponds to 69.36% of capital. And we have absentee votes of 96,083 non-par value shares. These are 0.05% of the share capital. The shareholders who had registered properly through their custodian bank and had received their access media were able to exercise their voting rights already prior to this AGM, either by postal vote, in text form or online absentee vote or by instructing and authorizing the proxies appointed by the company. Right up to the beginning of the voting procedure, shareholders may grant proxy authorizations and give instructions to the proxies appointed by company via the web-based AGM system or exercise their voting rights by absentee vote. I will expressly point out the last opportunity for you to cast your vote or give instructions when the moment has come. Pursuant to Section 23, Paragraph 2 of the Articles of Association, it is my duty as Chairman of this AGM to specify the manner and order of voting. As at past AGMs, voting will be based on the addition procedure, that is the votes cast in favor of and the votes cast against the proposed resolutions will be counted. Abstentions do not have any impact on the results and are not, therefore, counted separately. Once we have covered all agenda items, we will take a vote on all of the items in one go. In accordance with the COVID-19 Act, properly registered shareholders were able to submit their questions via the web-based AGM system until the end of May 25, 2020. We will answer the questions submitted after the speech of the Chairman of the Executive Board, Mr. Stefan Oschmann. We will answer all questions received. We have deliberately not made use of the option to preselect the questions and will answer the questions in as much detail and just as comprehensively as at an AGM with physical presence. We will mention the names of the persons asking the questions only if they expressly requested this. Please note that not only the registered shareholders can follow this virtual AGM live, but the whole AGM will be transmitted to the general public on the Internet. However, after the end of this AGM, only my introductory remarks, the report of the Supervisory Board and the speech of the Chairman of the Executive Board will be available on the Internet. Subsequent to these introductory remarks, we will now begin with today's agenda, and I will call up agenda items 1 through 7. You have today's agenda, along with the proposed resolutions by management on agenda items 2 to 7. I would like to begin with agenda item 1. The 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, Section 315a HGB for fiscal 2019 and the report of the Supervisory Board. I ascertain the following: the documents have been and remain available on the company's website since the date on which the Annual General Meeting was convened. The annual financial statements of Merck KGaA as well as the combined management report were audited by KPMG AG Wirtschaftspruefungsgesellschaft Berlin. The audit did not lead to any objections. Let me point out in this context that we decided in coordination with our auditor to supplement the annual financial statements of Merck KGaA already prepared in February 2020 due to the impact of the COVID-19 pandemic on our business. These additions to the version prepared in February 2020, concern, in particular, the report on risks and opportunities and the report on expected developments. The annual report and the annual financial statements of Merck KGaA are available as amended on May 12, 2020, on our website. All amendments to the previous version have been clearly highlighted. The auditors issued an unqualified audit opinion on the annual financial statements and the combined management report for Merck KGaA. This also applies to the amended annual financial statements and the amended management report. In addition, KPMG audits the calculation of Merck KGaA's participation in the profits of E. Merck KG in accordance with Article 27, Sentence 2 of the Articles of Association. In addition, Merck KGaA prepares consolidated financial statements for the Merck group in accordance with international financial reporting standards as well as the supplementary rules applicable under the German Commercial Code. In addition to the combined management report, KPMG also audited consolidated financial statements. For the consolidated financial statements, the auditors issued the unqualified audit opinion reproduced in the annual report of Merck Group. This is also the case for the amended consolidated financial statements. The annual financial statements of Merck KGaA, the consolidated financial statements of the Merck Group and the combined management report as well as the corresponding audit reports of the auditors were presented and distributed to the Supervisory Board. This is also true for the amended annual report, the amended consolidated report and the amended combined management report together with the associated audit reports. In accordance with Article 14, Paragraph 2 of the Articles of Association, the Supervisory Board examined the annual financial statements of Merck KGaA, the consolidated financial statements and the combined management report as well as the report of the auditor presented in accordance with Article 27, Paragraph 2 of the Articles of Association. On completion of its examination at its meeting on February 28, 2020, the Supervisory Board raised no objections and thus, approved the annual financial statements of Merck KGaA as well as the consolidated financial statements of the Merck Group and the combined management report prepared by the Executive Board as well as its meeting on May 13, 2020, the updated annual financial statements, the updated consolidated financial statements and the amended combined management report as well the report presented by the auditors in accordance with Article 27, Paragraph 2 of the Articles of Association. Ladies and gentlemen, let us now turn to the report of the Supervisory Board. This report is available to you on Pages 176 and 178 of the Annual Report for 2019. Let me highlight the following: 4 Supervisory Board meetings were held in fiscal '19. The Executive Board provided the Supervisory Board with regular written and verbal reports on the business performance of Merck KGaA and to the Merck Group. In particular, the Supervisory Board was informed about the market and sales volume situation of the company against the background of macroeconomic development, financial position of Merck KGaA and its subsidiaries along with their earnings development as well as corporate planning. Within the scope of quarterly reporting, the sales and operating results were presented for the Merck Group as a whole and broken down by business sector. Furthermore, the Supervisory Board dealt with the report of the financial statements of the auditor and half report financial report. Apart from the audit of the annual financial statements and the latest business developments in each quarter, the focus of the Supervisory Board meetings was on the regular reports by internal auditing as well as reports on compliance and data protection. The Supervisory Board also dealt with the work of the research and development committee of the Board of Partners of E. Merck KG. Additional important Supervisory Board topics included the acquisition of Versum Materials, the auditor rotation, the company's risk management, corporate governance developments as well as a project to restructure of the life science sector. Ladies and gentlemen, that is all from my side for now. I now turn the floor over to Stefan Oschmann, Chairman of the Executive Board of Merck KGaA. He's going to report to you on the past fiscal year and speak about the company's future business developments. The floor -- there will be... [Presentation]

Dear shareholders, holding a speech in an empty room is unusual, especially for this type of event. Showing this film is, therefore, a nice way to start this meeting. Not only I, but many other people found it very touching. In our brochures, you can read the German Philharmonie Merck is the Deutsche -- the ambassador of our company. I find the message of this film very fitting. After all, we are maintaining physical distance, also to our customers and partners. But solidarity and commitment of our employees these days is something I've never experienced in my professional life before. I would also like to warmly welcome you to our Annual General Meeting. It's the 25th of this company, but it's the first of this kind at Merck. Now that everything appears to be completely different in 2020, what will you be hearing about in the next 30 minutes? I will report to you on Merck, as is normally the case, on our results of 2019, on our objectives for 2020, and on our progress along the journey to becoming the vibrant science and technology company. Yet as you all know, one topic has been occupying the whole world for months and continues to overshadow everything else: the coronavirus. What impact is it having on Merck? I will refer to the potential financial impact later. First, I will discuss the precautions we are taking within our company. In this situation, we are pursuing 3 distinct goals. First, we want our employees to remain healthy, and their work places to be safe. We are trying to use this -- when they work at our -- in logistics, statistics, laboratories, this is of utmost important. We early on set up crisis management teams, first in China, then worldwide as well. We introduced rules on hygiene, physical distancing and travel, and we are clearly complying with all the regulations. Whenever possible, our employees have been working from home. Around the world, they are currently returning to the office step by step. For some companies, this was a culture shock. It worked well for us, not least because for years, we have been promoting flexible, remote working globally. From day 1, we have the required technology and openness in place. This has paid off. Second, we are ensuring business continuity. We are doing everything in our power so that patients receive life-saving medicines and customers receive their deliveries, more on this shortly. And third, we are already thinking about the post-virus world. Our colleagues in China are setting an example. They planned a return to normal business operations early on, which is why they have mastered the situation so well to date. The entire Merck Group is currently learning from them this. Overall, our regions and businesses are communicating and collaborating more strongly than ever. I'm certain that we will permanently benefit from this. We are also addressing another aspect permanently: our costs. We've been lowering them in a targeted manner since 2018. For instance, those of service providers, office communication, events and business travel. To this end, we completed multiple savings packages in 2019. Last year, we saved more than we had expected. All of this is also paying off now, literally. In brief, this is about forward thinking. To date, we, at Merck, have gotten through the crisis quite well. We have not had to apply for short-time work, and the number of infected employees has remained very low. We are particularly proud of one thing. We are combating the virus on many fronts, hand-in-hand with our customers, with partners working on aid and the research projects and with the scientific community. I'd like to name 4 examples here. Researchers across the world are searching for vaccine and active ingredients and are using our products as well as our expertise in entirely new research and production processes. Many scientists tell us that they spend 20 hours a day in the lab. The same applies to our people who are supporting them in the race against time. Patients across the world count on help also from our medicines. Cancer, cardiovascular diseases, diabetes, people with conditions like these are especially at risk in the present situation. They rely on the availability of the medicines even when the borders are closed. Our colleagues are doing everything they can these days, and this is a lot harder than it sounds. Every day, I read the reports and speak with our employees. They are doing a fantastic job. People across the world want to keep in touch, especially now, just as we wish to with you today. This is only possible thanks to smart materials and solutions used to produce fast and power-saving computers and smartphones.These materials are our hallmark, especially since our acquisitions of Versum Materials and Intermolecular last year. That was exactly the right decision, at exactly the right time. Not least, we are supporting the crisis response effort, also well beyond our businesses. We're donating 2 million masks to Germany, France and the United States, among others. We are manufacturing and donating disinfectant in places from Darmstadt to Rio de Janeiro. In addition, we are supporting aid and research projects worldwide. I could report on this alone at length to you. Here are just 3 examples. First, the Bill & Melinda Gates Foundation. We are working with them as well as a number of other companies. The aim is to accelerate the development and manufacture of vaccines and active ingredients to fight the virus. Second, we are supporting research by the World Health Organization by donating Rebif, our well-established medicine for multiple sclerosis. A clinical study is investigating whether it can also be used to treat COVID-19. And third, in 2018, our anniversary year, I announced a new research award. We presented the Future Insight Prize for the first time in 2019. It involves a grant of EUR 1 million. The topic was pandemic preparedness. In other words, how can an outbreak be predicted and fought. Experts have been saying for years that a virus like this one would be coming and with it, great dangers to human health, the economy and society around the world. Now unfortunately, precisely, this has happened. No one could have guessed it would happen now. But Pardis Sabeti and James Crowe need the grant today more than ever. These 2 top researchers from the United States are doing tremendous work in the battle against the virus. All these examples have one thing in common: Merck employees are behind them, making the daily work and the special projects possible. Well over 57,000 people work for us in 66 countries. They are what make the success of our company possible in the first place. Thank you very much, dear colleagues, for your tremendous commitment, especially in times like these. Thank you for being considerate. Thank you for your perseverance and your dedication. Thanks for holding up the flag for safety, reliability and quality. Before I move on to my next point, one more thought. This Annual General Meeting is a little different, not only from a technical perspective. I'm speaking to you much more than usual about the present. The first reason is obvious: the world is in a state of emergency. We are reporting to you on how we at Merck are dealing with this. The second reason is even more important to me, the pandemic has far-reaching consequences. Merck will not be unaffected by them, but it will not derail us, quite the opposite in fact. Our compass is clearer than ever before. In 2019, I said the following to you: We want to become the vibrant science and technology company." We are developing the therapies of tomorrow. We are creating new possibilities for scientists. And we are driving the digital transformation forward. We are doing all of this now, and the crisis is confirming to us that we are focusing on the right things, namely the very forces everybody -- everyone's hopes are pinned to now: science and technology. In light of everything going on at the moment, the results of 2019 are no longer really in the limelight. This isn't fair because there are a lot of good things to report about the past financial year. Here's the most important message. We made good progress with our plans for the future. We again grew profitably, and we achieved all our targets. Our debt level rose in 2019, primarily owing to the acquisition of Versum Materials. As always, we intend to quickly reduce our debt. That's another reason why we are paying such close attention to our costs even before COVID-19, but certainly more so today. Overall, 2019 was a successful year for Merck. Our share price also developed well, rising by 17%. As shareholders, we want you to, again, benefit from the success. Yet in times like these, it's clear that you are benefiting from more than just a good year, benefiting from our clear focus on sustainable growth. Our strong positioning with 3 future-oriented business sectors, our presence in highly attractive markets. All these qualities represent Merck. We can be relied on. That's important to us. Therefore, today, we propose to the AGM, the payment of a dividend of EUR 1.30 per share. Reliability, that's a very important concept these days. The COVID-19 crisis will be followed by an economic crisis, that much is certain. And certainly, you also want to know: what does this mean for Merck? Two weeks ago, we reported on the first quarter of 2020. We got off to a strong start. The crisis only had a low impact on our businesses. Our medicines for the cardiovascular diseases and diabetes were in higher demand, also due to the virus. The Semiconductor Materials business recovered as expected in 2019. At the same time, we are currently also seeing market weakness and the measures in many countries, for instance, in the fertility franchise or in pigments for cars and cosmetics. And we anticipate the effects will amplify in the coming months. We adapted our financial targets for 2020. In contrast to March, we now assume that the virus will significantly burden the global economy. We assume that the consequences will affect all the business sectors of Merck, especially health care and Performance materials. How the situation actually develops is, of course, uncertain, but we assume the following: And first, in China, the pandemic reached its peaked at the end of the first quarter. Since then, the situation has been easing significantly. Second, Europe and the United States will see -- not see the peak until the second quarter. Situation will normalize by the end of the third quarter. And third, in principle, a second disease wave is possible, but we are not assuming this at this point in time. Therefore, our forecast for 2020 is as follows: sales, a slight-to-moderate organic increase. Earnings before interest, taxes, depreciation and amortization, organically stable, also due to the economic situation and not least, slight currency headwinds. What does this mean for our growth plans? And what are our ambitions for 2020? The following applies to the group as a whole: we will sharpen our focus on costs even further. I've already mentioned that relevant projects have been underway globally for some time. Now we are hitting the accelerator and leaving no stones unturned. As regards to other businesses, we are staying the course and doing everything in our power in order to achieve our strategic goals for sustainable growth. In health care, our focus continues to lie on becoming a specialty innovator of difficult-to-treat diseases. At the end of March, we divested our Allergopharma business, another important step in this direction. Now we are driving our new projects forward. One example is Bavencio. Our new medicine has meanwhile been approved for advanced renal cell carcinoma in combination with other drug in the United States, Europe and Japan. Unfortunately, Bavencio did not meet our expectations in a certain type of head and neck cancer, but this is also part of research. By contrast, we see good process -- prospects in advanced bladder cancer, where we are investigating Bavencio as a first-line treatment. So the key question is, does Bavencio have what it takes to become the treatment of choice? To date, the clinical study has been extremely positive and on Sunday, we will present the latest results to the medical community at the ASCO meeting. We have submitted an application for FDA approval in the United States and expect a decision in the coming months. We're also making good progress with tepotinib and bintrafusp alpha for the treatment of cancer. More than 20 years, our drug discovery activities have also focused on multiple sclerosis, or MS for short. This is a long time if you consider that research in this field hardly existed until the mid 1990s. MS is a chronic and inflammatory disease of the brain and spinal cord. In other words, the central nervous system. It mainly affects young adults between the ages of 20 and 40. Globally, MS afflicts around 2.5 million people and twice as many women as men. In most cases, MS is a relapsing disease. There is no cure for it yet. And it can have an extreme impact on the lives of patients with side effects such as visual disturbances, numbness, paralysis and physical disability. Its course differs in almost every patient, which is why it is also referred to as "the disease with 1,000 faces." Great strides have been made in recent decades. Yet, there's still a lot left to do in order to offer patients even better and well-tolerated treatment options and to give them a choice, after all MS is a lifelong condition. Various treatment options are, therefore, important, tailored to the different forms of the disease as well as to different needs and personal circumstances. We are working intensively on this. The regulatory approval of Mavenclad in the United States in March 2019 was a milestone. Our new medicine is now approved in nearly 80 countries. Evobrutinib is an important new compound that we are currently investigating in clinical trials. We discovered this active ingredient in our own laboratories. Now we are pioneering its development in relapsing MS. The clinical studies have been progressing well to date. So well, in fact, that have meanwhile, replaced the comparator medicine in the current studies in relapsing MS. We are thus raising the bar even higher for the expectations we have of our new active ingredient. What is the mode of action of evobrutinib in MS? The body's immune system attacks itself. More specifically, it considers our nerve cell sheaths to be foreign, and attacks them as it would be -- would a pathogen. Inflammation occurs. The attackers are various cells. All are part of the endogenous immune response. They receive certain signals, which our active ingredient blocks. The data so far have shown this quite clearly. Evobrutinib does -- is not only for one type of immune cell, but for multiple groups. This is what makes it special. It blocks the signals and prevents inflammation. Additionally, it strengthens cells that repair tissue. Clinical studies for MS take a long time. We are expecting key results by the end of 2023. However, we are already collecting extensive data now. These point to 2 very important strengths, high efficacy and good tolerability. Let's move to Life Science. Our business with products and services primarily for pharmaceutical manufacturers and the scientific community. As you know, tremendous growth opportunities lie here. Drug discovery and development are still very complex. Many steps take a long time, far too long, and they are expensive, too expensive. Experts agree. New technologies and forms of collaboration will change this. Merck is very well positioned to take the lead here. We are investing to do so, also here in Darmstadt, where we are building a new EUR 140 million planned for membrane production. Membranes are needed for pharmaceutical manufacturing, among other things. In 2019, I reported to you that we have earmarked EUR 1 billion of our investments here at the site through 2025. The new membrane plant is part of these investment plans. Our site in Carlsbad, California is another example. In April, we announced that we will be investing EUR 100 million in the new production facility there. This will double our capacity for manufacturing viral vectors and gene therapies. Both technologies are highly complex manufacturing processes, and they are becoming increasingly important for a still very young area of medicine that uses and modifies genetic information to treat and prevent disease or to produce active pharmaceutical ingredients. This bears great potential in the fight against cancer and other serious diseases. The same applies to CRISPR, the so-called gene editing scissors. It's one of our strengths, an area in which we have 16 years of experience. Just recently, we gained a further 2 key patients in the United States. New research approaches also raise new questions, including ethical ones. We take our responsibility in this area very seriously. Among other things, we have established an Ethics Board at Merck. It comprises recognized experts from various disciplines, including medical doctors, ethicists, theologists and legal experts from around the world. The recommendations of this Ethics Board serve as a guidepost for our approach to bioethical challenges. As I mentioned earlier, a major guidepost these days is also the question, how do we support the fight against the pandemic? Our colleagues in Life Science are on the front lines here. From detecting the virus in tests and investigating its properties, to developing manufacturing platform for our vaccines and active ingredients. With more than 200 products, Merck is needed at every stage. We are working with vaccine developers to conquer COVID-19, more than 45 of them in total. One is The Jenner Institute of Oxford University in the United Kingdom. We've been supporting researchers there to prepare large-scale manufacturing of their vaccine candidate. We reduced the process development time from 1 year down to around 2 months. The vaccine candidate is still in the laboratories of The Jenner Institute. However, this preparatory step is highly important to ultimately be able to rapidly make large quantities of the new vaccines, if approved, available to patients. Our colleagues making great contributions even through small things. One example is proteinase K or ProK for short. This raw material is used in very small quantities. It is extracted from a fungus. This may sound banal, but it's anything but simple. On top of that, it's very important, that's because ProK is part of many COVID-19 tests. Our raw material is used to clean up patient samples to help make sure the test can run and that the result is as accurate as possible. ProK has 2 proven strengths here and these are especially important in such tests. It performs its task superbly, and it's also extremely robust. Since the outbreak of COVID-19, we have nearly tripled the amount of ProK that we manufacture. And we have recently added a production unit in the United States to complement those already in Darmstadt and Israel. As regards Performance Materials, I've already mentioned the ultimate growth objective: we want to become a leading manufacturer of electronic materials. The chances of that have never been better, thanks to the successful acquisitions of Versum Materials and Intermolecular. Together, we offer integral solutions in a growing market. As a result of the acquisitions, around 2,400 colleagues have become part of Merck. We now want them to become well-integrated members of our company, a task that we are intensively focusing on. Among other things, the new and the previous colleagues have set up their own -- new organization so as to fully exploit the advantages of combining the businesses and to enable both new and previous strength to come to the fore. The strengths of digital technology have never been as obvious as they are today. But with video conferences from home replacing the office and online streaming services seeing double-digit growth rates, we have to ask ourselves the following question: can data networks handle this? They can for now. Because one thing is certain. In the coming years, the quantity of data will explode and with it, power consumption. To give you an idea. A search query on the Internet consumes about 0.3-watt hours. Accordingly, about 220 search queries would bring the equivalent of 1 liter of water to the boil. If this number of search queries in day-to-day life seem exaggerated to you, consider this, in 2019, Google performed around 4.5 million searches every minute of the day. Making full use of artificial intelligence in the future will lead to the consumption of unimaginable amounts of energy. Today, supercomputers can roughly match the computing power of the human brain if you use at least 5 of the world's fastest computers together. But the energy they need to do this is enough to supply a small town with electricity. Our brain, on the other hand, gets by with the power requirement of energy -- an energy-saving lamp. Experts estimate that in about 10 years' time, information and communication technology could account for more than 20% of global energy consumption, twice as much as today. The inner workings of computers will count even more in the future, less so the programs. It will be about new materials and technology capable of significantly raising computing power and lowering consumption. No doubt, this is a herculean task. And it is also a major opportunity for us. Because when it comes to new materials, for increasingly powerful and energy-saving electronics, there is no way around Merck. To ensure that this remains so, we are already setting the course today by investing in the computers of tomorrow. I'd like to highlight 1 example here. Just recently, we announced that we acquired an interest in a start-up in China that develops entirely new computer chips that are decisive in artificial intelligence applications. For instance, autonomous driving or robots. What's fundamentally new here is that the structure and technology of these components mimic the brain, a phenomenon referred to as neuromorphic computing. They offer many advantages, for instance, in image and voice recognition as well as impressively low energy consumption. This investment is the first one by our newly established seed fund in China, and it's our third in the advanced computing technology space in less than 1 year. Our innovation team has also been working very intensively on this topic since the beginning of this year. It is collaborating closely with our semiconductor material experts and plans to launch its own project centering on the computers of tomorrow. As you can tell, we are keeping our eyes open and are increasingly strengthening our collaborative networks also within Merck. That was true for numerous new initiatives. And it also applies to the topic of sustainability. Those of you who read our reports know that the responsibility has never been mere lip service to us. It has always been a company value that we practice. We make contributions beyond our businesses in the form of donations and many projects. One example is the battle against the tropical parasitic disease schistosomiasis. We have already donated more than 1 billion tablets for treatment. We are working on a new formulation of the active ingredient for preschool children. And we are seeking new forms of treatment until schistosomiasis has been eliminated, that is our goal. At the same time, we are convinced that through our core businesses, we also help to solve major future challenges. Whether through new therapies for serious diseases, our contributions in the fight against the coronavirus or materials for increasingly faster energy and energy-efficient computers or as I already mentioned in 2019, completely new ways of producing meat in more sustain always. Particularly when it comes to the environment, mere restraint will not solve the massive problems. Here too, researchers and developers around the world will make the next giant leap forward. We see ourselves as part of this community and will do our part to contribute to it. That is why we are also supporting the Sustainable Development Goals of the United Nations. These include good health and well-being, quality education as well as affordable and clean energy. The aim now is to purposefully embed the various aspects of sustainability at Merck in the strategies of our businesses. We've been working on this since the end of 2019 and in 2020, we will also set a new climate target. Climate change is an important example, but just one of many. Science and technology, these are forces that the global community needs, regardless of whether the virus or noncommunicable disease are concerned, access to affordable health solutions, food for a growing global population and many things more. Without the positive force of science and new technology, none of these challenges can be met. We will do our part also to be able to continue to grow in the future. Merck is dedicated to human progress today more than ever before. In conclusion, it is important to me to reiterate that as a company. We will also get through the current global crisis like many previous ones in our 350 years -- in our 350-year history, thanks to good preparation, a strong positioning, a clear compass and unique solidarity. We want to become the vibrant science and technology company and are well on our way to achieving this aim. We would be delighted if you would continue to accompany us on this journey, and we thank you for your trust.

Thank you, Mr. Oschmann. You have been given a -- you can reread Mr. Oschmann's speech. It has been published. Thank you, Mr. Oschmann. Ladies and gentlemen, I think it was quite impressive to hear how Merck during this pandemic [ can master this ] challenge every day, but it still is not really losing sight off of the future potential for the different areas Merck is active in. We would like to wish you all the best to you and the whole company. Ladies and gentlemen, you can reread Mr. Oschmann's speech. It has been published on the company website on Monday. Mr. Oschmann, you have been -- have given us a comprehensive, interesting report on the past fiscal year, which was very successful for Merck. On behalf of the AGM, thank you very much indeed. I would also like to express my appreciation and recognition to all the members of the Executive Board for their performance in fiscal 2019 and extend this to all the employees of our company with whom (sic) [ without whom ] this success wouldn't have been possible. Again, my appreciation also extends to all those who support us from outside; contractors, support in research projects, Merck is part of a network and that's one of the big strengths of the company. Ladies and gentlemen, I would now like to proceed with agenda items 2 to 7. The items on the agenda of today's AGM are now displayed on the screen. In addition to the resolution on the adoption of the annual financial statements for fiscal 2019, they are the resolution authorizing the appropriation of the net retained profit for fiscal 2019; the resolutions on the approval of the actions of the Executive Board as well as the Supervisory Board; the election of the auditors for the ongoing fiscal year as well as the resolution on a control and profit and loss transfer agreement. For these agenda items as well as the corresponding resolutions proposed by the management, please refer to the invitation published on our website. Mr. Oschmann will now proceed to further elaborate on the control and profit and loss transfer agreement. The floor is yours, Mr. Oschmann.

Ladies and gentlemen, under agenda item 7, the Executive and the Supervisory Board of Merck KGaA propose the approval of a control and profit and loss transfer agreement. Let me briefly explain the agreement and its background. On February 14, 2020, Merck KGaA, as a sole shareholder and parent company, entered into a control and profit and loss pooling agreement with BSSN UG (haftungsbeschränkt), headquartered in Darmstadt, Germany. The company is owned 100% by Merck KGaA and the effectiveness of the agreement is subject to the approval of the general meeting of the Merck KGaA and the approval of the general meeting of the controlled company. The shareholders meetings of the controlled company approved the agreement on February 6, 2020. According to the agreement, the controlled company shall subordinate its management to Merck KGaA, shall transfer all its profits to Merck KGaA, and reversely shall be entitled to offset of losses from Merck KGaA. There are economic and tax advantages arising from the agreement. Subsequent to the closing of the agreement, Merck KGaA and the controlled company are consolidated for both corporation tax and trade tax processes, thereby making it possible to net their profits and losses already in the first year in which they are incurred. This lowers the corporation tax and trade tax burden on the German part of the group. This means of tax optimization cannot be achieved by alternative measures. Since Merck KGaA is the sole shareholder of the controlled company, there is no requirement for review of the agreement by expert examiners. For the same reason, there are no obligations to make compensations of settlement payments to third-party shareholders. Apart from the obligation of the parent company to offset losses, no special financial obligations arise from the agreement. For further details on the control and profit and loss agreement, please refer to the documents provided for review at the AGM, particularly the joint report of the Executive Board of Merck KGaA and the Management Board of BSSN UG (haftungsbeschränkt). This concludes my comments on this agenda item. Back to you, Mr. Büchele.

Thank you, Mr. Oschmann. Ladies and gentlemen, we will now answer the questions submitted prior to the AGM by shareholders and shareholder representatives. Let me turn the floor over to you, Dr. Stefan Oschmann.

Thank you, Mr. Büchele. I would like to start with Mr. [ Paulo Kristen ] from Deutsche Schutzvereinigung für Wertpapierbesitz, DSW. Mr. [ Paulo ], you asked how useful the conglomerate strategy of Merck would be in the long term, not only for the Merck family. Merck is an integrated science technology group with 3 business sectors, namely Healthcare, Life Science and Performance Materials. All 3 business sectors have in common that they are aligned along future trends and pursue a business model in line with innovation. In all 3 business sectors, we are well positioned for the future. Through our diversification, we can well balance short-term volatility in our business development in the various sectors. The value-added of this strategy for Merck shows particularly in those times of crisis. Therefore, we are convinced that this concept meets the requirements of all shareholder groups. Furthermore, you ask how strong these synergies are between the 3 sectors? Merck's business model is based in all 3 sectors on innovation. There is an active exchange between the teams of the 3 sectors in order to develop new products and solutions. There are synergy potentials among all the sectors. In addition, there are synergies in the group functions and the further expansion of shared services supporting all 3 business sectors. Further, you ask how successful can and efficient capital allocation be among the three sectors? The allocation of funds among these business sectors is made on the basis of clear-cut criteria to assess an adequate risk and chance profile of our capital employed. You also wanted to know how active the diversified portfolio of the company can be managed and what an optimized weighting with regard to sales or earnings in the 3 sectors is? In the past, Merck had an active portfolio management and strengthened the business sector in the target way through acquisitions and through the divestment of areas -- business areas that were not -- no more and the strategic focus like consumer health, biosimilars and Allergopharma. Also in the future, we will regularly review our portfolio and adjust where necessary. We maintain with these 3 sectors and we pursue the target that neither an individual sector will dominate the group nor that any of these sectors is irrelevant. Mr. [ Paulo ] you asked regarding conglomerate strategy whether a spin-off of one of the 3 sectors would be possible or strategically useful? Further, you wanted to know about potential plans for an additional fourth sector, and from a capital market perspective, is this is a strength or weakness of Merck to be more than a pharma company? The answer is as follows. And as a rule, we always will make sure that we need the necessary requirements for strategic action and to fulfill good positioning of our company. At present, the spin-off of one or more of those sectors is not planned. This risk diversification is a fixed component of our strategy and is supported by the structure of the conglomerate. I think -- thanks to those 3 sectors, we avoid a heavy dependency of individual customers, industry sectors or geographic regions. Also supplementing the company by a fourth sector is not intended. In the past, we have -- in the recent years, we have systematically and continuously strengthened our portfolio. A case in point is the exception of Versum Materials on the 7th of October 2019. An important milestone in the transformation of our Performance Materials sector. As regards the perspective of the markets of the diversification across various sectors, we can see the following. In particular with a view to debt capitalization, there are advantages in the form of relatively attractive conditions in the stock market. However, we find that on average, the evaluation models of our analysts show a markdown, whether this is actually reflected in the share price is hard to assess. Let me say that the Merck share relative to the DAX has been -- performed better and is not falling behind the indices in the health branch. And you wanted to know which is the contribution of Mavenclad and Bavencio, respectively, new products from the pipeline, in attaining the target of EUR 2 billion of additional sales in Healthcare by 2022? You may assume that the major part of Mavenclad will be delivered by an agent. To give you an idea, for Mavenclad, we expect global peak sales of EUR 1 billion to EUR 1.4 billion. A significant part of the additional EUR 2 billion will come from Bavencio, where we expect soon approval for local advanced metastatic urothelial carcinoma. And in addition, our recently launched oncology drug [indiscernible] will contribute to attaining this target. Another of your question is related to the R&D budget in Healthcare. And the question whether this budget is sufficient in order to generate additional sales with new products. We think that this will be the case, particularly because with important pipeline products such as bintrafusp alfa, we are deliberately putting our stakes on the global development partnership with GSK. You also wanted to know about the influence of the cooperation strategy in Healthcare for instance with GSK and Pfizer to attain the EUR 2 billion sales target in 2022. You also wanted to know the long-term impact of this cooperation on costs and earnings. Our alliance with Pfizer will play a significant role in attaining our sales target because one pillar there will be the Bavencio product. They are developing and commercializing together with Merck. And in accordance with our agreement, Merck will recognize 100% of Bavencio sales but only 50% of profits. Cooperation with GSK will not play a significant role yet due to time. As regards to long-term impacts of the cooperation, various factors are relevant. In case of bintrafusp alfa, Merck received a down -- an upfront payment of EUR 300 million and may expect potential development milestone payments of up to EUR 500 million, depending on data from the lung cancer trial program as well as payments of up to EUR 2.9 billion that are linked to the -- reaching the approval and marketing milestones. What's important here is that this alliance will allow Merck to efficiently and quickly further develop promising active ingredient [ in cancers ]. This will allow the success outlook for the future approval and marketing. And as a consequence of this alliance, we will also push ahead with other pipeline projects outside the cooperation. Mr. [ Paulo ] asked about the acquisition -- impact of the acquisition in the last 12 years on the goodwill. Dear Mr. [ Paulo ], this acquisition resulted in divestments, impairments and effects from exchange rate effects. And this led to an increase of goodwill by EUR 16.3 billion to EUR 17.1 billion. This resulted mainly from the 5 major acquisitions of Serono, Millipore, AZ Electronic Materials, Sigma-Aldrich and Versum. None of these goodwills had to be impaired significantly in the past. Due to the acquisition of Versum Materials in the last fiscal year, the goodwill increased by EUR 3.1 billion to around EUR 17 billion at the time of purchase. Furthermore, Mr. [ Paulo ], you asked about the sustainable efficiency of our new strategy in currency management and about our expectations of the FX impact on sales and earnings in 2020 and the hedging, therefore. As of the 1st of January [ 2019 ], we introduced a new strategy for currency management. We consider this to be sustainably efficient. Also, during the currency turbulences in the recent months, it worked well. We have increased our hedging ratio from 40% to 50%. According to our guidance that is dated 14th of May, we expect for 2020 FX effects on our sales of between plus 1% to minus 2% and impacts on EBITDA pre of between 0% to minus 3%. As part of our strategy, the first 20% of our currency exposure in layer 1 over 12 months forward contracts and another 20% of risk in layer 2 over 12 months option transaction. So we have a basic hedge in the amount of 40% of our exposure. Our objective is to limit the FX impact on Merck year-on-year to maximum of 5% of the exposure. And we -- on the so-called cash at risk which we measure daily in layer 3, the hedging ratio and maybe gradually increase up to 20% depending on the currency trends and approach to the 5% limit. You asked also about the digitalization strategy in these 3 sectors. It is strongly oriented along the business performance and the processes of the various sectors. In Healthcare, digitalization offers lots of opportunities. By the so-called in silico research, we can develop new active ingredients that -- and trough the -- through our analysis based on AI of Big Data, new biomarkers can be found for personalized medicine, for instance, in the case of our [indiscernible] new product. And also when it comes to therapy fidelity, the digital systems are used. And in Life Science, digitization made a great progress. Highlighted here is the area of e-commerce. We have the leading e-commerce platform in the Life Science segment named sigmaaldrich.com, which we keep expanding continuously. And we do so in order to adjust ourselves to further developing customer requirements. We are working on a strategy focused on China, which supports the sophisticated digital Chinese e-commerce system. In addition, we use Big Data and AI. And in addition, there is an increasing number of digital products. For instance, our digital tool, Synthia, a software for organic retrosynthesis, which will give us a desired organic molecule, a synthesis process. Also, we have introduced LANEXO, a cloud-based lab system, for desktop and mobile applications, which allows our customers to track their lab consumption materials through RFID applications. In Process Solutions, we developed -- keep developing the BioContinuum Platform in order to optimize the manufacture of biotherapeutics through higher efficiency, simplified processes and higher quality. Based on our Bio4C Software Suite, we will create a seamless and an open ecosystem that unites process control, analytics and plant-wide automation. As regards to Performance Materials, the application of data analytics has made improvements in production processes, in getting better yields in certain chemical processes and reductions on contamination in chemical synthesis. We see a tremendous potential for discovering and optimizing materials. The use of computer-based chemistry and artificial intelligence helps us better understand problems, solve them quicker and optimize lab work. Digitalization allows us to get a better understanding of success factors and thus, higher value contributions by offering more comprehensive solutions and shortening the time for innovation. So we use, for this digital partnerships, targeted data exchange and the Internet of Things technologies. As you can see, the digitization in our company has made great progress. Our data and digital strategy is based on central infrastructures and system and architectures. The various possibilities of digitization should be carried out wherever they have maximum effect, no matter, whether it's a solution of a specific problem is concerned or improvement of process. You asked about our deleveraging strategy effects on liquidity management and financing reserves, expectations of rating agencies and scope for possible acquisition. As in past acquisitions, our focus is even more strongly on deleveraging. When it comes to the Versum acquisition, cash flow -- excessive cash flow is used to deleverage. It is our objective to get the -- to the level of an EBITDA pre of less than 2. This is in line with the expectations of rating agencies to whom -- with whom we are in close contact. Our liquidity management and our financing reserves is aligned according to the operating requirements and the situation on the capital market is not based on deleveraging aspects. We have currently liquid funds of EUR 1 billion to EUR 1.5 billion. And an unused revolving credit line of EUR 2 billion with a term until 2024. So we have sufficient resources in order to survive even difficult times. In addition, due to our good investment-grade rating, we have access to the capital markets at any point in time. In line of the planned deleveraging, it will take a -- will be until the early in 2022. There will be no scope for major acquisitions as you may have expected. Smaller and medium acquisitions may always happen. So much portfolio supplements are part of our ongoing business strategy. So you still have asked question relating to the corona pandemic and the 3 sectors and what our expectations will be for 2020 and 2021? Due to its diversified position and its presence in important future markets, Merck is well positioned. In the first quarter, the pandemic had different impacts, but allowed us to have a strong quarter. In General Medicine and Endocrinology, we also had -- due to the pandemic, we had an increase in demand, but in various areas. We feel the impact on our business performance like Fertility, Display and Surface Solutions, see declining demand. We expect that the demand in these areas will improve in the second half of the year. However, I also have to mention that the expectation is dependent on various expectations like spread of the virus and recovery of the economy. Because this crisis is so singular, there is a level of uncertainty, which makes it necessary to keep a close eye on the development in the second half. You also asked about the risks and opportunities from this. Due to the increased demand, there may be an opportunity and due to our enhanced research activities in order to find a vaccine or medication. In Performance Materials, there may be a higher demand in the semiconductor area due to accelerated digitization activities. However, the burden of the earnings, finance and income situation in 2020, in particular, may be affected by a drop in customer orders and restrictions in supply chains cannot be completely excluded. To date, however, we made a major effort and succeeded to maintain our delivery liable capacity to their -- however, an increase of adjustments of trade receivables may be required. Also, burdens from necessary impairments of nonfinancial assets may occur and also due to worse deteriorating refinancing situation. So this was -- I wanted to add this to -- you also wanted what the effect of corona first were and -- were on the 3 impacts? If you need with corona first that we prefer pharma customers who are working on medicines and vaccines, that's affected only our Life Science sector. Their customers were preferred. Other customers were supplied later. But there were no major significant delays or losses in income. And you wanted to know how high the risk of everyone first and the -- what would be the impact on the value creation chain for Merck? We -- our suppliers, we keep an eye on our suppliers and the regulators and consider different scenarios. But there is a lot of uncertainty right now. Therefore, it is not really possible to say what kind of adjustments have to be made. This will be too early. As regard to acquisition, mister, you want to know what potential targets are in the 3 fixtures? In all 3 business sectors, we strive to reach a leading position, and we will also use inorganic growth impulses if necessary. In the short term, smaller acquisitions to supplement our core competence, our technologies are conceivable. In the long term, we can also -- we also consider, once again, strategic acquisitions to [ tap into ] technology fields. Please understand that we can't give you any specific targets. And you also wanted to know whether the dividend increase is a result from the business year or whether it is based on strategic aspects of the conglomerate? Dividend is based on our performance in 2019. For 2020, we communicated our guidance on the 14th of May. We expect organically stable EBITDA pre and EPS pre between EUR 5.50 and EUR 6.35. In the previous year, this was EUR 5.56. Contribution is made by the diversification. We are now turning to questions from Mr. [ Keeler ] from [ SDAK ]. Mr. [ Keeler ], you asked about the level of -- our capital costs on group level. Please understand that we do not publish the capital costs on the group level. In 2019, the capital costs for Healthcare were at 5.8%, for Life Science by 7.1% and for Performance Materials at 6.3%. As guidance for the capital costs of the group, you may refer to the weighted average of the capital costs of the 3 sectors. Mr. [ Keeler ], you also asked whether Merck has earned capital costs in the past year? And if not, what measures have been taken to achieve that? And you also asked what the return on capital of the individual segments is? In the past fiscal year, the return on capital of the group was lower than the capital costs. This is especially based on the acquisition of Versum. We expect a positive development in the next years, which are based on increased earnings in all 3 sectors. Important drivers of the earnings development is the sales growth in our businesses, but also tapping into synergies and a further focus on cost management in the organization. Please understand that we do not publish the return on capital of the individual sectors. We see ourselves as an integrated group and make portfolio decisions and financing decisions on the group level. Mr. [ Keeler ], you asked why the financial result is not part of our KPI? EBITDA pre reflects the operative business performance in the sector and also on the group level very well. On the group level, we use, in addition, KPIs EPS and EPS pre, which also contain the financial results. Mr. [ Keeler ], you asked why we are using a main KPI, which is excluding write-downs? We are using, among other things, EBITDA pre as a main KPI because it reflects the operative business development of the group and the sectors very well. Other accompanying KPIs such as the Merck economic value added, we also consider the equity base and also the write-downs arising from it in order to make decisions on investment and expenditure. Mr. [ Keeler ], you also wanted to know what the reasons for the organic decline in semiconductor business were and whether the semiconductor business can only grow by means of acquisition? In 2019, the semiconductor market was in a cyclical weak phase, which was clearly seen in the first half year and which was accompanied by significant price declines and production adjustments with our customer. However, our materials business was performing better than the complete market. Even before the acquisition of Versum, we predicted first development of our semiconductor business and medium -- mid-term growth -- mid- to high single-digit growth, which was clearly -- what could be seen in the first quarter of 2020 in spite of corona was that our original semiconductor business with an organic growth of 8.7% made an important step forward. So we do not have any doubt that there will be a medium-term organic growth in semiconductors. You also asked whether the adequacy of the goodwill of Versum before the acquisition was only based on future forecasts or also on budget adherence for past forecasts? When allocating the purchase price and testing the company value for impairments, we are running comprehensive possibility checks. It contains a check of the medium-term forecasts of the past against actual results. Mr. [ Keeler ], you also wanted to know what sustainable return on capital of Versum will be of our -- about our competitors in the market of semiconductors and whether the semiconductor business can overcompensate the weak liquid crystal business? Target of our acquisition is to earn the capital costs. The acquisition of Versum Materials will not be an exception here. In terms of the -- when the sustainable phase will begin, so we stand by to our previous announcements that the synergies will kick in after the third year of the acquisition -- after the acquisition. With the acquisition of Versum Materials, we are now one of the leading providers of materials in semiconductor manufacturing. And we cover most of the value chain here. Our most important competitors who have a similarly comprehensive portfolio and solutions for this customer group are Entegris, Cabot Micro, DuPont, Air Liquide, SK Materials, JSR and several highly specialized niche providers. Our new combined business offers customers a deeper product and service depth, an expanded global presence as well as an optimized supply chain. Our combined capacities in R&D will drive leading innovations. When we published the annual financial statements, 2019, we published a positive guidance for Performance Materials for 2020. Until mid-February, we were still assuming -- had all the reason to assume that Performance Materials will show a growth overall in 2020. But based on the most recent developments in connection with COVID-19 pandemic, we had to adjust our guidance when we published our Q1 results. Still, because we saw the very strong growth in Q1 in semiconductor business, we still assume that our Semiconductor Solutions and OLED businesses will overcompensate the declining business with liquid crystals in due time. Mr. [ Keeler ], you asked whether we have control systems to recognize in time should products in semiconductor technologies turn into commodities? We are following a broad base of indicators and statistics of semiconductor industry, which is a good overview of the current development, and it enables us to see changes in trends quite early and react on them accordingly. As you know, the industry is in a technological race. I'm sure you have heard buzzwords such as [ more is low ] or more of more. So therefore, we don't see a danger of commoditization in the semiconductor manufacturing business. On the contrary, these developments play to the strength of us of -- as innovative material supplier because the technological and physical challenges of our customers are continuously increasing. Mr. [ Keeler ], you asked for the implications of our debt and the future development of our capital costs. Deleveraging, despite our strong equity ratio, is considered necessary in order to keep up our investment-grade rating, which is an essential component of our conservative financial strategy. This principle gives rise to certain requirements to profitability, cash flow of our businesses, but also to a maximum debt and with that to the equity ratio. The development of our capital costs depends on many and also external factors. So a guidance on future capital costs cannot be given at this point in time. Mr. [ Keeler ], you asked a question on the very enjoyable development of EBIT in Healthcare. The significant higher increase in EBIT compared to sales was based on good cost management in marketing and sales and in research and development. Beyond that, declining write-downs on intangible assets from PPA of Serono contributed to a stable and a slightly declining cost development in those 2 areas. Furthermore, the adjusted balance of other operative expenses and incomes increased by 17.8% to EUR 357 million. Several one-off payments recorded in income in fiscal '19, a significant contributor to this. For example, a milestone payment amounting to EUR 75 million from selling rights to Palynziq to BioMarin Pharmaceutical. Following the approval on additional use of Bavencio for advanced renal cell carcinoma, we were able to record milestone payments amounting to EUR 90 million from Pfizer. The upfront payment from the alliance with GSK amounted to EUR 300 million for development and marketing of bintrafusp alfa was also recorded after fulfilling the contract. And this had an impact in fiscal '19, a positive impact of EUR 92 million. Mr. [ Keeler ] also asked whether our targets in CO2 and waste avoidance are considered ambitious by ourselves and what our benchmarking is in that area? Our current climate target is to reduce our direct and indirect greenhouse gas emissions by the end of this year compared to 2006 by 20%. This target can be achieved, we expect to achieve it. And of course, we cannot stop here. So this is why we are currently working on a leveled follow-up target, which will describe our ambitions by 2030 and 2050. In terms of benchmarking, we take our bearings from the recommendations by internal experts, but also from expectations that are from external sources, for example, from our competitors, the Paris Climate Accord and the derived values of the science-based target initiative. Our waste target focuses on reducing environmental strain from our waste. In order to achieve that, we need to change the ways of disposal of most of our waste. For example, by preventing waste through process optimization, to increase recycling coating and to prevent landfilling whenever possible. We think this is ambitious, but we take our bearings from internal experts, but also from competitors and the Green Deal of the EU. Let me now turn to the questions from Mr. [ Mathis from Deka Investment ]. Mr. [ Mathis ], you asked which products are used by Merck to support fighting the pandemic? 75,000 people and 66 countries are committed to support patients, scientists and customer out the world. Our products and services are contributed in many facets to face the challenges globally posed by COVID-19. So we are offering solutions for researchers to recognize viruses and to characterize them and to develop vaccines and therapies. I have already mentioned some examples in my speech. And also, we deliver medicine for those who are most endangered by the pandemic, patients that are affected by other severe illnesses. We also produce electronics materials that help people worldwide to stay in touch, be it in research, in business or in private life. You also wanted to know what our motivation was to provide -- donate the active ingredient interferon beta 1a, Rebif, for a clinic study with COVID-19? Interferon is an important component of the body's own immune system against virus and it has an immunomodulating effect. Usually, the body's own interferon is enough to control a viral infection. With severe infections such as COVID-9 (sic) [ COVID-19 ] or SARS, where we don't have a specific alternative in treatment, the hypothesis goes that by injecting interferon beta early on after viral infection can prop up the body's own immune system. This question is being looked into by studies for COVID-19 and MERS. However, there can be side effects, so we need to be careful, for example, feelings that you oversaw or side effects that you have when you have a common flu and also depression. So we cannot make a statement here. Rebif is approved for the treatment of patients with multiple sclerosis and not for the treatment of viral infection. So the tests in connection with COVID-19 or MERS is purely explorative in clinical studies. Of course, Merck hopes by donating Rebif, we can contribute to improve treatment options for patients with COVID-19. Mr. [ Mathis ], you also wanted to know how safe our guidance for sales and EBITDA pre for 2020 are? The further trajectory of the pandemic and the economic consequences are difficult to predict. Our guidance is based on the assumption that the corona cases will reach a peak in Q2 and the situation will recover in the second half of the year. However, the pandemic will continue until the end of the year. And within this scenario, we think our guidance is realistic. Mr. [ Mathis ], in terms of COVID-19 pandemic, you also asked which health care products are suffering most and why? Especially affected are products from Fertility. This is due to the fact that treatments in many affected countries have been stopped because fertility treatment centers during the pandemic were closed. On the other hand, the treatments have to be paid out of pocket so that the changed economic reality has an immediate effect here. It was similar with our product and was the same in the height of the financial crisis. Our product, Mavenclad, was affected based on its effect in immunosuppression. So it was affected. Especially, this change -- led to a change in the prescription behavior by doctors in the new products. But we expect a recovery for both products in the course of 2020. The good development in General Medicine and Endocrinology that you've mentioned had a very broad basis in 2019. Our main products, Glucophage, CONCOR and Euthyrox, we were able to post a 2-digit organic growth. Mr. [ Mathis ], in your question on patents concerning health care products, Erbitux, Rebif, Gonal-f, Glucophage, you're asking for the expiration date of patents. For the products you mentioned, the essential patents have already expired. The fact that these products are still going very well in the market despite of competitive products is that shows the appreciation that these products enjoy during daily medical practice. The development and marketing of biologically manufactured generic products is also significantly more cumbersome. You were also asking for the most promising pipeline products. Promising pipeline products are, for example, bintrafusp alfa and evobrutinib. Evobrutinib is an oral highly selective inhibitor of Bruton's tyrosine kinase, BTK in short, which is being developed at the moment for MS. Bintrafusp alfa is a new fusion protein with a bifunctional approach. So TGF-beta on one hand and PD-L1 on the other hand, which we are developing together with GSK for potential use with different forms of cancer. Mr. [ Mathis ], you wanted to know whether Mavenclad contributed substantially to the sales share in segment, Healthcare? Will contribute in 2020. We are convinced that this will be the case through a substantial increase in growth. The peak sales for Mavenclad is at EUR 1 billion to EUR 1.4 billion, and the U.S. market will contribute a significant share of that. There are some restrictions in terms of prescribing that I just mentioned. And you also asked how Merck will fill the pipeline on the long term and can remain successful? Whether there will be a patent cliff? Since we have a very focused R&D strategy, we see ourselves in a position that we can drive our pipeline through our own developments. Where we think it makes sense, we are also ready to prop up the pipeline through external development, for example, by in-licensing. A typical patent cliff is not to be expected based on the portfolio that we have at the moment. Mr. [ Mathis ], you were asking what the sales highlights in the first quarter 2020 were for Process Solutions and whether there were any bottlenecks in capacity because of demand? Process Solution has grown in double digits, especially in the areas downstream and single-use technologies, and we benefited in part by higher COVID-19 demand. Some of the production facilities have some precautionary merits because of COVID-19, for example, physical distance and even stricter cleaning requirements. So they only have 70% to 80% productivity. At the same time, we see an increase in demand for COVID-19-relevant products. So for some critical products, we have introduced allocation principles in order to prioritize the demand for COVID-19-relevant products and to be able to secure life-saving therapies. We are also evaluating possible measures for short and midterm expansion of capacity. You were also asking how much Research Solutions and Applied Solutions were affected by the lack of demand from universities and research institutions. The sales in Applied Solutions achieved a very low value because of [ lab water ]. We're not able to do all the customer visits because customers were closed down. The sales in Research Solutions was also stalling at prior year levels and increased demand of big orders wasn't able to overcompensate or -- was only able to compensate temporary COVID-19 decline in demand. Mr. [ Mathis ], you asked for pros and cons for a spin-off of the Life Science business. We are an integrated group, and we have 3 strong business sectors. We also wanted to continue like that on a broad basis in the future in order to participate in different areas and in order to be able to compensate for short-term volatility in the performance of individual sectors. So we are benefiting from the synergies across the research areas that we cover. Mr. [ Mathis ], you're asking for the reasons why the sales went down in Display Solutions and whether the change of display manufacturers to LED technology was the contributing factor? Display Solutions comprises next to liquid crystals also OLED materials and photoresists for Display Solutions. The performance decline was due to the liquid crystal appliances, so mixtures for LCD screens. The liquid crystal business has been under increasing competitive pressure for some years. This will be the case in the future as well. So we have found repositioning of the business unit some time ago in [ 2017 ]; compared to a strong year 2018, slightly distorting effect. In 2018, we benefited from the expansion of producing capacities of Chinese manufacturers and this distorted comparatable base. In area of OLED technologies, Merck was able to build a leading position. So the business Display Solution has a good position as top provider for premium televisions and smartphones for the future, and is still attractive despite significant shrinking share of liquid crystal. Mr. [ Mathis ], you were asking of the future growth of Semiconductor Solutions and the prospects of further acquisitions in that area. By acquiring Versum, the Semiconductor Solution business unit was supported significantly and has become the largest business unit within Performance Materials. We confirm our target that combined business unit through our innovative portfolio will grow stronger and faster than the market. Here, we will also use the unique possibilities that we've tapped into by acquiring Intermolecular. Of course, we will also further develop our portfolio in the future. At the moment, however, we are focusing, first of all, on the successful integration of Versum Materials and Intermolecular. You also wanted to know what the planned countermeasures were in the business unit Surface Solutions against the backdrop of the weak demand from automotive and cosmetics industry? Surface Solutions has been the focus of our existing transformation program, Bright Future, and the focus of other ongoing measures. So we're looking at all necessary and possible measures in order to safeguard the sustainable profit from our businesses. This is also the case for Surface Solutions. The Pigments business is just something you have to look into very closely. The automotive industry has been affected a lot. Cosmetics industry has been affected a lot. And what we have to look into is what the future of this business is and how we can safeguard it. Mr. [ Mathis ], you also asked about the scope of our debt factor and whether our debt is a break for further acquisitions? After acquiring Versum, our debt factor, which is the ratio of net financial debt to EBITDA pre, is at 3.0. As of 31st of March 2020, our debt factor was 2.6. It is our target to reduce the debt factor by the end of 2021 back to 2. Only then, we see the scope for larger acquisition. Small and medium-size acquisition can always be done in a certain framework because complementing our portfolio like that is part of our ongoing business strategy. Mr. [ Mathis ], you asked how sustainable the goodwill amounting to closely or a little bit more than EUR 17 billion is? After the acquisitions in the past, there has never been the necessity to record any impairments on the acquired goodwills. But this will still be the case in the future, of course, significantly depends how profitable our business in the future will be. What will be critical for success is, in particular, that we actually can tap into the expected synergy potential and that there won't be any unpredictable events with negative effects. I would also like to ask Mr. Büchele to answer the next question by Mr. [ Mathis from Deka Investment.

Mr. [ Mathis ], you were asking what the basic criteria for achieving sustainability goals in connection with the amended remuneration system for the Executive Board members is? At the AGM 2021, we will have a say on pay as the rule demands. Any changes in the remuneration system of the Executive Board will be -- would be presented for your approval. But we also consider the sustainability goals beyond that. Sustainability goals are already part of the remuneration system now. A detailed description on the components, profit participation, long-term incentive and share ownership guidelines can be found in the business report starting -- on Page 146. I would like to return the floor to Mr. Oschmann for following with the further questions.

I really enjoyed a short break. I think I've never before had to talk continuously as long as before today. Next will be Ms. [ Kostanich's ] questions. She's from Investors Communication Group, ICG. Dear Ms. [ Kostanich ], you wanted to know whether the increased dividend payment is somehow connected with not -- nonrequested corona aids. I would like to first state that there is no connection between corona aid payments and increased dividend payments. Furthermore, it's correct that Merck in Germany has never applied for or received any corona aid payments. Many companies had to stop their approach. It was clear for us that at Merck we have to continue. The business activities of Merck are deemed to be system relevant in most countries. Scientists and doctors rely on our contribution. We supply solutions to develop and -- infections, and we provide medicine for those who are most seriously affected by the corona crisis -- because they have other conditions. And we want to make sure that people can stay in contact worldwide like we do with you. This has always been our biggest motivation to maintain business activities without any interruptions also during the crisis in the country. We applied no country for government aid or other, unless it was prescribed by law. Such a prescription that legal required has been introduced on the 1st of May, for instance, in France. For those employees who due to a governmental order like quarantine or shutdown of the plant to avoid infection could not work at the location of the plant or from home. Dear Ms. [ Kostanich ], you furthermore asked whether the dividend and payments as part of our published dividend policy is a touchstone for the sustainable position of the company and for the proactively established risk resistance. This is correct. Our dividend policy is an elementary component of our conservative finance strategy, which aims at having a sustainable position of the company and to maintain flexible in our operations, also in dividend. As a result, we can pay this dividend as part of our dividend policy. Ms. [ Kostanich ] asked about the expected dividend for 2020. As you know, Merck pursues a sustainable dividend policy. The current dividend is the lower limit for future dividend proposals provided that development of the macroeconomic environment is stable. We plan a dividend performance that is in line with the business performance and earnings increase in future years. We are striving for a 20 to 25 distribution ratio of the earnings per share pre due to particular events. However, dividend growth may develop differently. Factors may be, for instance, effects of restructuring measures or significant global economic trends. In conclusion, I would make -- like to make reference to our report on the first quarter of 2020. There, we gave a forecast of our earnings per share pre between EUR 5.50 and EUR 6.35. This range on average is clearly above the previous year's value of EUR 5.56. Dear Ms. [ Kostanich ], you asked whether Merck was requested by government representatives to cooperate in the fight against corona in the wide instance and whether Merck agreed to do so. I would like to underline what I said earlier. With its businesses, Merck makes a contribution to fight the virus. To give you just one example, in our Life Science business, we work with more than 45 vaccine projects. As also early on and independently, we started 8 measures to fight the corona crisis. I already mentioned examples in my speech. Furthermore, we are in contact with public institutions also in Germany and offer support, and Merck was asked by the federal government and state governments. And early on, we supported the fight and committed to fight corona 19 (sic) [ COVID-19 ]. And we also donated and it is in fact in huge amount. And the supply is on track. In addition, Merck donated more than 2 million masks right now in more than 25 countries. We helped our various country subsidiaries. And also, this was made upon the request of the local governments. Furthermore, we provided 300,000 cans of Rebif for whole clinical studies and also to the World Health Organization. Our scientific and technology expertise has contributed to a number of alliances in order to push forward with the research and development of diagnostic and treatment options and a vaccine. This way, we meet our social responsibility as a company. And this has always been important to make an effective contribution to fight the COVID-19 crisis. Dear Ms. [ Kostanich ], you wanted to know whether there was a breakdown caused by the pandemic and whether Merck was affected. Merck is affected by restrictions in the global supply chains, particularly. So in the -- but through increased logistics and freight costs, the supply of patients and supply of customers could always be safeguard. There were measures like active management of inventories and creating alternative logistics rules. Merck is particularly affected in the global logistics change through increased costs. And you wanted to know, Ms. [ Kostanich ], whether corona affects the opportunities from the acquisition of Versum and how much progress we have made and what we see -- whether we think we can reach our targets. Integration of Versum is on track despite the corona. In this context, I would like to point out our most recent report on the first quarter. Due to the acquisition of Versum and Intermolecular, our semiconductor business sales increased from -- by double that -- to now EUR 485 million. Our original semiconductor business without the units of Versum and Intermolecular in the first quarter 2020 increased organically by 8.7%. The forecasted recovery for this year was not negatively affected in the first quarter. Versum also had strong organic growth. But by the end of the third quarter, will -- is not recognized in the -- is recognized only as a portfolio effect. The time for the acquisition of Versum was favorable. We had multiple -- paid a multiple of 13 comparable companies cost just under 20, similar as with the acquisition of Sigma-Aldrich 4 years ago. We immediately started to implement our integration plan. Therefore, important milestones for the integration could already be met in 2019 and then in the first few months of 2020. This was a solid foundation for -- even before the impact of COVID-19. The organization, as part of the Versum integration, is making progress as scheduled. And in past months, various entities have already been integrated. As of the 1st of June 2020, the remaining units, including Semiconductor Solutions and the integrated supply chain, will go live with a combined organization. This will be the end of the organizational integration. Also the realization of our detailed synergy assumptions is on track. Dear Ms. [ Kostanich], you wanted to know how we targeted promotion of women and to what -- whether this is connected to the award we got as top employer? Merck received this award because of talent support and succession planning in the area of support of women. We want to increase the management positions by women. And since 2011, we are a corporate partner of the Healthcare Businesswomen's Association, HBA. Furthermore, we promote women's networks and special training programs for women at various career and development levels. And we offer mentoring as -- like the nationwide unique cross-company mentoring program, intercultural communities trainings and tools like the so-called cultural NAV are designed to enhance the understanding for the cultural diversity and, at the same time, provide an opportunity for international work deployments. Also the initiative started particularly for China, which is called boosting back in China, were designed to take into account aspects of women in management positions. Dear Ms. [ Kostanich ], thank you very much for your question of our science network. You wanted to know whether this was kind of a brain mining of our scientists, and you wanted to know how it works and whether an extension of this platform by university researchers is conceivable. Merck, as a science and technology company, attaches great importance to the development of new technology with the potential to revolutionize many markets, for instance, precision medicine in oncology or in the development of key technologies for cell and genome therapies, and a new technology for 3D [ structure in steps ]. So our scientists really rock stars. Through our experience, we know that there are many innovations arising from the combination of existing technologies and new applications and, therefore, we created the science network. The objective is to interconnect scientists in all research areas. We created the platform in order to facilitate exchange brainstorming and the analysis of the latest technologies. The Merck science network offers a combination of digital solutions, also some of them supported by AI with events with physical presence like conferences, symposia and panel discussions. And therefore, we also have this virtual AGM. To come to the second part of your question, through the innovation ecosystem, we have a large variety of programs in order to facilitate scientific exchange with universities, companies and start-ups. For instance, our future insights [ conference ] and our future insight price was created. We cooperate very closely with the universities, build up new companies with our ventures fund, maintain long-standing cooperations with leading research institutes. Examples are the Jenner Institute in Oxford and the Baylor College in Houston, Texas. We support both of them in the development of vaccine in the area of production technology. One shareholder asked on the basis of our annual report, why the operating result EBIT increased by 22% to EUR 4.07 billion, while the profit after tax dropped from EUR 3.7 billion to EUR 1.3 billion? Furthermore, it was requested to explain these opposite movements of the 2 earnings figures and to explain which losses and impairments and so forth haven't had an impact. I would first state that the value of EUR 4.07 billion was not EBIT, but it is what EBITDA that had a decline of profit after tax compared to the previous year, resulted from the fact that in 2018, the positive profit contribution from divested businesses in the amount EUR 2.3 billion was included. This was mainly attributable to the divestment of the Consumer Health business. Without that, the income after the tax would have -- in 2018 would have been EUR 1.1 billion. With this as the reference amount, the earnings after tax in 2019 increased by about 21%, in line with the operating result. One shareholder. Whether it would be possible to improve the presentation of the list of shareholders. This list complies, in its scope, with the legal requirements and this results in double pages. Of course, we will try to check whether this can be improved. Another question was what caused the negative IFRS result of minus EUR 79 million for Merck Healthcare KGaA based on the existing control and profit and loss transfer agreement. And transfers is all its profits to Merck KGaA and therefore, recognized as a balanced commercial net income. The negative result under IFRS results mostly from valuation and accounting differences between HCP and IFRS, particularly in the areas of pensions, plan assets and research and development expenses. In addition, in accordance with IFRS, there may be a loss from the trends of intangible assets to a different group company in the amount of EUR 53 million that was eliminated at group level. One shareholder asked whether the sum total of equity of the company is shown on the list as up to the financial assets in the balance sheet -- on the balance sheet of the company. And if that's not the case, where does the difference come? The equity shown in -- the equity of subsidiaries is recognized in accordance with IFRS in financial assets -- purchase cost carryforwards are recognized. And these must not -- the purchase cost must not be -- exceed the cap. This means that plowed back profits are not reflected under -- in the carrying balance. And this is why the addition of equities of the subsidiaries deviates from the balance sheet item financial assets. This is an expression of the positive business and earnings trend of the subsidiary. And it was asked how safe the estiMathis and the last of interest held in associated companies. These shares are always checked whether there is an impairment changes in market, and business relations may have a negative or positive impact on their forecast of the future sales and of earnings. In the case of a continued and of a permanent impairment, these are shares and interests are impaired for good in the last 3 years only. In 2017, scheduled depreciation of interests was carried out in the amount of EUR 0.1 million. And another asked about the recognized provisions for tax liabilities, those provisions for tax liabilities as of the 31st of December 2019, audited by KPMG as a focal area. The conclusion was that the assumptions on the recognition and valuation of provisions for tax liabilities are adequate. Provisions for tax liabilities in recent years were pretty much in line with the required amounts later on. This was also confirmed by KPMG. One shareholder asked about the details underlying the risk of incorrect reflection of assets and liabilities in healthcare of Merck KGaA. The risk mentioned by the auditor relates to the distribution of assets and liabilities between Merck Healthcare KGaA and Merck KGaA for purposes of the individual financial statements according to German commercial code. There are assets and liabilities that are to be attributed to healthcare were transferred as part of the end of the company, at least from Merck KGaA and to Merck Healthcare KGaA and have to be recognized by Merck Healthcare KGaA, otherwise, the asset disclosures of Merck KGaA would be incurred. The mentioned risk does not concern the consolidated financial statement, because the assets and the liability, independent of their attribution to individual legal entities, are disclosed in the consolidated financial statement. One shareholder asked whether it was the intention -- there was an intention to donate the amount saved because there's no catering this time to [indiscernible]. As I mentioned earlier, our -- we want to make a social contribution apart from the extensive donations in our fight against corona. We donate extensively for charitable purposes. To give you 2 examples, in our home region, we donate regularly. For instance, we just made a donation of EUR 40,000 in November to 2 hospices for children at Wiesbaden and Darmstadt, for employees and pensioners of our recoveries of our company voluntarily donated and for charitable purposes fractional amounts of cents and euros and benefits. And we doubled this amount as a company, and we made donations this year to -- from these funds to 19 organizations and organizations in [ South Hesse ]. We have no plans to donate the catering cost saved. Another shareholder asked, we plan an open house day for our shareholders. We will be pleased if shareholders participate at our next open house day when we invite the interested public to visit our site and our group headquarters as a separate event, particularly for shareholders, is not planned. And the -- according to current plans in 2022, an open house day of the Association of the Chemical Industry is to take place. And a shareholder asks whether Merck will allow the possibility as part of an amendment of the Articles of Association to submit questions in advance of an AGM, irrespective of the type of the event. We will use our experience made at this virtual AGM in 2020 in order to check and which -- and whether and which virtual element we want to maintain in the future. This, of course, depends on the legal requirement as applicable in the future.

Ladies and gentlemen, this concludes the round of questions. We have now answered all questions submitted prior to the meeting via the web-based AGM in as much detail as we would have in an AGM with physical presence. In the interest of our shareholders, we have deliberately not made use of the admissible restrictions when answering shareholder questions during the virtual AGM. Ladies and gentlemen, we will now proceed to vote on agenda items 2 to 7. The items on the agenda are now again displayed on your screens. From now until 12:15, shareholders may still grant proxy authorizations and give or change instructions through the proxies appointed by the company via the web-based AGM system or exercise their voting rights by absentee vote. If you would like to avail yourself of this opportunity, still at this point, please act immediately. We will terminate the corresponding functionalities on the web-based AGM system in a few moments at, as already said, 12:15. After that, the proxies appointed by the company will vote according to your instructions by releasing the votes registered in the system. Absentee votes submitted on time will also be counted when determining the results. The notary will supervise the voting procedures. Please also note that the members of the Executive Board have no right to vote on their own discharge under agenda Item 4, the discharge of the members of the Supervisory Board under agenda Item 5 and the election of the auditors under agenda Item 6. Similarly, the members of the Supervisory Board have no right to vote on their own discharge under agenda Item 5. This rule applies to shares each member represents themselves as well as to shares represented by proxy on their account. Furthermore, the voting rights cannot be exercised by proxy. The Executive Board as well as the Supervisory Board have made sure that their voting rights will not be exercised on the agenda items just listed above. Resolutions on agenda items 2 to 6 are approved if a simple majority of votes cast are in favor. The resolution on agenda Item 7 requires an additional majority of at least 75% of the share capital represented in the vote. We will now proceed to vote. The exact wording of the proposed resolution, which is the only valid wording for this vote, was published in the convening notice in the German Federal Gazette on May 6, 2020. They read as follows: agenda Item 2. The Executive Board and the Supervisory Board propose that presenters at our financial statements of the company for the year ended December 31, 2019, be approved. Agenda Item 3, the Executive Board and the Supervisory Board, proposed that the share of the net retained profit of the company attributable to the shareholders amounting to EUR 194,502,706.90 be appropriated as follows: payment of a dividend of EUR 1.30 per no par value share of the dividend bearing share capital as of the date of this Annual General Meeting being EUR 168,014,927.60 in total; carry forward of the remaining amount of EUR 26,487,779.30 to new account. Agenda Item 4. The Executive Board and the Supervisory Board propose that the actions of the members of the Executive Board in office in fiscal 2019 be approved for their activities in fiscal '19. Agenda Item 5. The Executive Board and the Supervisory Board proposed that the actions of the members of the Executive Board in office in fiscal 2019 be approved for the activities in fiscal '19. Agenda item 6, the Supervisory Board proposes the election of KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin as auditors of the annual financial statements and the consolidated financial statements for fiscal 2020 as well as for the audit review of the interim financial statements and management report of the group as of June 30, 2020. Agenda Item 7, the Executive Board and the Supervisory Board proposed to approve the control and provident loss transfer agreement on February 14, 2020, between Merck KgaA and BSS NUG [ Haftung Peshek ]. May I ask the proxies appointed by the company to get ready to release the votes registered in the system and thus vote on each agenda item as instructed by the shareholders. Absentee votes submitted on time are also to be counted when determining the results. As announced earlier, we will close the option to grant proxy authorizations and give or change instructions to the proxies appointed by the company via the web-based AGM system or exercise voting rights by absentee vote at 12:15. [Voting] Ladies and gentlemen, according to the clock in this room, it is 12:15 now. I hereby announce that the voting on the items of the agenda is now closed. As of now, exercising voting rights by absentee vote and granting proxy authorizations and giving or changing instructions to proxies appointed by the company via the web-based AGM system is not possible anymore. May I kindly ask the scrutineer to act accordingly and the notary to record this. May I ask the proxies appointed by the company to release the votes registered in the system and thus vote on each agenda item as instructed by the shareholders now. I have just been notified that the proxies appointed by the company have released the votes registered in the system on each agenda item as instructed by the shareholders. Absentee votes have already been counted by the system. All votes have been cast. I will now close voting on the agenda. Counting the votes on agenda items 2 to 7 under the supervision of the notary will take some time. We will return after a short break of about 30 minutes, and we'll resume at 12:45 local time. Thank you very much for your participation so far. [Break]

Ladies and gentlemen, shareholders, we will now resume the AGM. We'll now present the voting results on agenda items 2 to 7. The results will be shown on the screens. I will now read out the voting results, including the number of votes cast as well as the corresponding yes and no votes. The complete voting results will be shown on the screen behind me and submitted to the notary for the minutes while I read them. Furthermore, the results will be published in detail on the company's website after today's AGM. The following results of Agenda items 2 to 7 refer to each resolution proposed by management as published in the notice of convening this AGM in the German Federal Gazette of May 6, 2020. Ladies and gentlemen, let me now announce, first of all, the updated presence. The numbers will also be shown on the screen. Represented from the share capital in the amount of EUR 186,014,127.60 distributed in 129,242,252 non-par share values are represented 89,664,005, no-par share values and corresponding votes are represented. This corresponds to a share of 69.38% of share capital. Beyond that, 97,032 absentee votes and corresponding votes have been cast. This corresponds to 0.06%. So we will now read results for resolutions in agenda items 2 to 7, and you will also see them on the screens. The votes were taken on the resolutions as published in the notice of convenience of this AGM in the Federal Gazette of the 6th of May. And I refer to these resolutions when I read the results. On agenda Item 2, the resolution on the adoption of the annual financial statements for fiscal '19, '18 was approved with a necessary amount of shares of 99.99%. Agenda Item 3 resolution, authorizing the appropriation of net retained profit for fiscal '19, the AGM approved the proposed resolution with the necessary majority amounting to 96.79%. Agenda Item 4, resolution on the approval of the actions of the Executive Board for fiscal 2019, the AGM approved the proposal with the necessary majority amounting to 99.28%. Agenda Item 5, resolution on the approval of the actions of the Supervisory Board for fiscal 2019, the AGM approved the proposal of management with the necessary majority amounting to 94.3%. Agenda Item 6, resolution on the election of the auditors of the annual financial statements and the consolidated financial statement for fiscal 2020 as well as the auditors for the audit review of the interim financial statements at the management report of the group as of June 30, 2020, the AGM approved the proposal with the necessary majority amounting to 87.8%. Agenda Item 7, resolution on the approval of a control and profit and loss transfer agreement, the AGM has approved the proposal with the necessary majority amounting to 99 -- and also 75% of share capital represented at the AGM at the amount of 99.22%. Ladies and gentlemen, this means that all agenda items 2 to 7 have been approved with the necessary majority. Ladies and gentlemen, this also means that we have now dealt with all items on the agenda. Let me thank you again for attending today's AGM and for your interest in the work and development of our company. Our special thanks go out to all members of staff who have made this AGM a success. You have all witnessed the smooth proceedings during today's meeting. Everything worked out fine as expected, and we're very happy about that. We sincerely hope to be able to welcome you back in good health at next year's AGM. I hereby close this meeting. Here's to a nice day. [Statements in English on this transcript were spoken by an interpreter present on the live call.]