Merck KGaA (MRK) Earnings Call Transcript & Summary

April 28, 2023

Deutsche Boerse Xetra DE Health Care Pharmaceuticals shareholder_meeting 383 min

Earnings Call Speaker Segments

Wolfgang Büchele

executive
#1

[Interpreted] Dear ladies and gentlemen, on behalf of the Supervisory and Executive Board, I would like to warmly welcome all of [Indiscernible] today's Annual General Meeting of Merck KGaA to order. My name is Wolfgang Buchele. And pursuant to Article 23, Paragraph 1, Sentence 1 of the Articles of Association, as the Chairman of the Supervisory Board, I am chairing this Annual Meeting. First of all, 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 this virtual AGM. Let me also extend a warm welcome to all media representatives, who are following our AGM online. The AGM 2023 is held as a virtual annual meeting. The decision to do this, this year, again, was again taken by the Executive Board and the Supervisory Board after careful deliberation. Thanks to the virtual form of the meeting, it is easier for our shareholders to participate actively. At the same time, we're also protecting the health of all those involved with this decision. Moreover, by reducing travel to the AGM, we are reducing the burden on the environment as well as the cost for the company and thus also for shareholders. Today's annual general meeting is, however, not held exactly the same way you've experienced in past years. It has been adapted based on law that came into force recently and applies this year for the first time. Within [Indiscernible] changes, we can transfer the advantages of an on-site face-to-face Annual General Meeting to the virtual format and further improve implementation of shareholders' rights. If you as our shareholders' approval of today's proposal that the company may hold the AGM in virtual form in the coming 2 years as well, I can guarantee the following: We will take a new decision each year whether to hold our AGM virtually or in person, taking into account the interest of the company and its shareholders. Taking this decision, we will, in particular, consider the items on the proposed agenda, the objective of having as many shareholders participate as possible, aspects of sustainability as well as our experience with previous AGMs. As is the case with in-person AGMs, all properly registered shareholders and their proxies have extensive rights to speak, to submit motions and to request information. We are reintroducing the possibility for a direct dialogue between management and shareholders. At the meeting Chair, I've determined that you must exercise your right to request information exclusively through video communication as part of your statement. This makes it easier for other shareholders to follow all statements, questions and their answers in sequence via the video broadcast of the AGM. You must exercise all rights to speak, to submit motions and to request information via the investor portal. Shareholders and their proxies received access to set portal by entering their personal login details provided with their access medium. Further technical recommendation and notes have been published on the AGM's website when the meeting was first convened. If you have any questions about the investor portal, may I ask registered shareholders to contact our hotline by phone or e-mail. You will find the contact details in the investor portal and displayed here. The hotline will be available until the end of the Annual General Meeting. As a further option to promote the exchange of views, shareholders and their proxies were able to submit comments to the company until April 22, 2023. This has not -- this opportunity has not been used. As announced in the invitation to the AGM, we already published the speech by Ms. Garijo on April 17, 2021, in order to give you the possibility to refer to the contents of her speech in your questions and opinions. You were able to exercise your voting rights already before the AMG (sic) [ AGM ] and are still able to do so today on the investor portal until I close the vote on the agenda items. I will notify you again when I do so. Up to this point, you may still submit voting proxy forms as well as issue proxies and instructions to the company's proxies. Here with me are the Chair of the Executive Board, Ms. Belén Garijo; CFO, Dr. Marcus Kuhnert; as well as Dr. Kai Beckmann, CEO of Electronics; Peter Guenter, CEO of Healthcare; and Dr. Matthias Heinzel, CEO of our Life Science business sector. The members of the Supervisory Board are also in attendance and can get in touch with the other members of the Executive Board and with myself, if required. Furthermore, let me welcome the officiating notary, Dr. Albach, who is keeping the minutes of the Annual General Meeting, and Ms. Dr. Rotsch, Group General Counsel. Lastly, let me welcome the proxies appointed by the company. Thank you also for joining this meeting. Dear ladies and gentlemen, I would like -- first, I'd like to address the formalities that must be attended to before we deal with the agenda. Today's virtual Annual General Meeting was convened via the publication of the agenda in the German Federal Gazette on March 7, 2023, in the required format within the stipulated period. A printout of the invitation from the Federal Gazette is attached to the minutes prepared by the notary. The information stipulated by Section 125 of the German Stock Corporation Act was submitted by the Executive Board within the stipulated period and as prescribed by law. Furthermore, the notice of this Annual General Meeting was forwarded to those media that can be assumed to disseminate information throughout the entire European Union. The annual fiscal meeting for fiscal year, including the proposal of the Executive Board for the appropriation of the net retained profit, the consolidated financial statements, the group management report and the report of the Supervisory Board, have been available on the website of the company since the date on which the Annual General Meeting was convened. Because the company has not received any motions to supplement today's agenda, only the agenda as published must be dealt with. Shareholders have not made use of the possibility to submit countermotions to the company prior to the Annual General Meeting. Since the invitation to the Annual General Meeting was published, the documents and information specified in Section 124a of the German Stock Corporation Act, have been available on the website of the company. Copies of these documents are available to the notary. I thus ascertain that this Annual General Meeting was called in the required format within the stipulated period. The required register of attendees will again be kept electronically this year. The company's proxies present here and the shareholders they represent will be included in this register of attendees as well as all shareholders joining electronically via the investor portal. This means that depending on the proxies you submit or withdraw to or from the company's proxies and depending on the number of shareholders joining of online official shareholders presence will change. I would now like to inform you of the presence as it currently appears from the register of attendees. After the voting results have been determined, I will inform you of the presence again. Some of the share capital of the company amounted to EUR 168,014,927.60 divided into 129,242,252 shares, 93,362,723 shares are represented by the same number of votes. This corresponds to 72% -- 72.24% of the capital. We also have mailing votes for 417,732. This is 0.32% of the capital. Shareholders registered for the Annual General Meeting were able to exercise their voting rights prior to the meeting by absentee voting or by instructing and authorizing the company's proxies. Until voting is closed, you may still submit voting proxy forms as well as issue proxies and issue -- instructions to the company's proxies via the investor portal. Voters can exercise their voting rights by mail. I will expressly draw your attention to the final opportunity to vote and issue instructions as soon as this time comes. Pursuant to Article 23, Paragraph 2, Sentence 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 result and are, therefore, not counted separately. Voting takes place -- shall take place in one voting session after all agenda items that have been dealt with. Please note that this Annual General Meeting can be followed by live by registered shareholders and will also be broadcast in full to the public via the Internet. After the Annual General Meeting, however, only my introductory remarks, the report of the Supervisory Board and the speech by the Chair of the Executive Board will be available on [Audio Gap] begin with today's agenda, and I will call up agenda items 1 through 8. The agenda, including the [Audio Gap] management regarding agenda items 2 to 8 are available to you. I would now like to begin with the agenda item 1, 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 of the German Commercial Code, for fiscal year 2022 and the report of the Supervisory Board. I ascertain the following. The documents have been available on the company's website since the date on which the Annual General Meeting was convened and can still be accessed there. The annual financial statements of Merck KGaA were audited by KPMG AG Wirtschaftsprüfungsgesellschaft in Berlin like the management report. The audit did not lead to any objections. The auditors issued an unqualified audit report on the annual financial statements and the combined management report for Merck KGaA. In addition, KPMG audited the calculation of Merck KGaA's participation in the profits of E. Merck in accordance with Article 27, Paragraph 2 of the Articles of Association. In addition, Merck KGaA prepared 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 the consolidated financial statements. For the consolidated financial statements, the auditors issued the unqualified audit opinion reproduced in the annual report of the Merck Group. 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. In accordance with Article 14, Paragraph 2 of the Articles of Association, 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, 2023, the Supervisory Board raised no objections and thus approved these 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 the report presented by the auditors in accordance with Article 27, Paragraph 2 of the Articles of Association. Ladies and gentlemen, let's begin the report of the Supervisory Board. You will find the full report on Pages 233 to 239 of the annual report for 2022. Allow me to highlight the following. The cooperation with the Executive Board in fiscal year 2022 was again characterized by intensive trusting exchange. The Executive Board provided the Supervisory Board with regular written and verbal reports on the business development of Merck KGaA and the Merck Group. In particular, the Supervisory Board was informed about the current and potential impact of the COVID-19 pandemic, the market and sales situation of the company against the background of macroeconomic developments and the Ukraine -- conflict in Ukraine, the financial position of the company and its subsidiaries, along with their earnings development as well as the 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. Apart from the Supervisory Board meetings, the Chairman of the Supervisory Board also maintained a regular exchange of information with the Chair of the Executive Board. The Audit Committee Chair submitted a thorough report of the Supervisory Board on past Audit Committee meetings. Apart from the audit of the annual financial statements and the latest business developments, the focus of the Supervisory Board meetings was on the topic of sustainability as a critical factor for success and a strategic priority. The Supervisory Board also dealt with the work of the Research and Development Committee of the Board of Partners of E. Merck KG. Further important items on the Supervisory Board's agenda was organizing the virtual AGB restructuring the financial controlling process, business development in China as well as cybersecurity and pertinent measures. Ladies and gentlemen, that is all from my side for now. I now turn the floor over to Ms. Belén Garijo, Chair of the Executive Board. She is going to report to you on the past fiscal year and speak about the company's future business developments. The floor is yours, Ms. Garijo.

Belén Garijo López

executive
#2

[Foreign Language] Let me start with a question. What does it take to thrive in times of rapid change and uncertainty. In a company like Merck, you have good chances to find answers to this question. Why? Because over the past 355 years, the people of Merck have already experienced tectonic shift. Think of the industrialization of our society, early scientific breakthroughs like the discovery of penicillin. Not to forget many challenges like the cholera epidemic and multiple international conflicts. We would not be here today presenting solid results if change and challenges didn't bring out the best of Merck, our ability to thrive in times of uncertainty. If we look at the history of this organization, we quickly find two reasons that have always given us the ability to grow. First, the way change work as an impetus for innovative ideas. And second, how potentially address external circumstances fuel our resilient spirit. And we succeeded in doing this again in 2022. It was a good year for Merck from a business perspective. Importantly, our diversified business model once again proved to be the cornerstone of our resilience. Despite our ability to find a stability and growth, the turbulent times we are living in do not pass us without a trace. There is no end in sight to Russia war of aggression on Ukraine. The pandemic continued to cause harm across many, many parts of the world. As a consequence, rising prices of raw materials, rising prices of energy and logistics were a major burden for companies and customers alike. All these factors have put our people and our communities under significant pressure in 2022. While there continue to be cautious for concerns across markets and across the world, we will continue to do what we do best, focusing on our strength and our purpose to advance human progress by accelerating our science and technology leadership. And by doing so, to tackle the big challenges of our time, like accelerating personalized treatments for hard-to-cure diseases or enabling connectivity, global connectivity and digital living. Today, I want to talk to you about how we navigate through a world of uncertainty, how we have performed on our key financial figures and how we continuously drive our progress to build a sustainable future. But before we look ahead, I want to shine the light on our overall business performance during 2022. Last year, Merck generated a 6.4% organic increase in group revenues, together with significant tailwinds from foreign exchange effects and a small portfolio effect related to the acquisition of Exelead. Sales grew by more than EUR 2.5 billion in comparison to 2021 to reach EUR 22.2 billion. Nearly 90% of our organic sales growth was driven by what we have identified as our Big 3 businesses. First, Process Solutions and Life Science Services. And here, for those of you who are less familiar with our portfolio, we commercialize products and services for the production of biologicals, vaccines and pharmaceuticals. Second, new Healthcare products, such as our anticancer drug, Bavencio or Mavenclad, our innovative treatment for multiple sclerosis patients, it is approved in more than 80 countries. Last but not the least, Semiconductor Solutions. This business focuses on the development and commercialization of solutions for the important industry of semiconductors. EBITDA pre rose to EUR 6.8 billion -- sorry, at the group level in fiscal 2022. In terms of growth, that represented 6.1%. Positive foreign exchange effects and negative effects from our portfolio influenced this development. In 2022, our EBITDA pre-margin was at almost 31% on sales. Last year, I presented our midterm financial growth ambition to you. We call it 25 by 25. That means EUR 25 billion in sales at group level by 2025. It is indeed an ambitious target, but I am happy to report that we are well on our way to deliver on that. How? Once again by focusing on our Big 3 growth pillars, by keeping an eye on our cost and by strategically allocating our capital behind potential growth opportunities. Indeed, we have the option to further accelerate our growth through potential acquisitions and potentially in-licensing deals. And as you may know, we have developed over the years in relation to our good performance between EUR 15 billion to EUR 20 billion capacity now available to progress our inorganic agenda. And with this in mind, let me briefly summarize the foundation that we have built in 2022 to ensure our future growth. And let's start with Life Science. Here, as I mentioned already, we provide lab materials, innovative technologies and services to make research and biotech production simpler, faster, and safer. We deliver more than 300,000 different products to more than 1 million customers every year. In 2022, Life Science once again generated a very strong year. Organic sales growth reached 8.2%. Net sales, EUR 10.4 billion. And all this despite the anticipated significant decline in our COVID-19-related demand, which already significantly went down in 2022. The core business of Life Science, meaning the total sales, excluding the COVID-19-related demand, achieved organic growth in the mid-teens percentage range. We also continued to invest on expanding capabilities of our sites across the United States, Europe and Asia. For example, in Cork, in Ireland, we announced an investment of around EUR 440 million to expand our membrane and filtration manufacturing capabilities. This itself represents the largest investment in a single site ever for our Life Science business sector. And with our investment, we are creating the basis for future organic growth. At the same time, we diversify and continue to regionalize our production and supply chains. If we look briefly at each of the business units, Process Solution was once again the key growth driver for Life Science. Process generated an organic growth of close to 11%, reflecting excellent core business performance, especially in our bioprocessing business unit. Now moving into Healthcare. Here also patients at the center of our work. And with every advance, we contribute to creating improving and prolonging lives. Today, we serve patients in around 150 countries, making us one of the largest midsized companies in the pharmaceutical industry. As of 2022, more than 94 million people a day -- per day receive our medicines, not included those who benefit from our additional global health programs, such as the praziquantel program. In 2022, our Healthcare sales rose by 5.5% organically to achieve EUR 7.8 billion. And new medicines contributed very significantly to the growth of revenues. Our immuno-oncology drug, Bavencio, generated an organic sales increase of 58%. Sales of Mavenclad for the treatment of relapsing multiple sclerosis grew by 17% organically. Erbitux, which is aimed to treat advanced colorectal and head and neck patients, is now a blockbuster. This term is used in the industry to describe medicines with sales exceeding the EUR 1 billion mark. So Erbitux in 2022 exceeded the EUR 1 billion mark for the first time since it was launched in 2004. So another proof of our resilience. Nearly 20 years later, today, we have still managed to grow these brands because of the impact that it makes to patients. In 2022, we also made in Healthcare important progress on our pipeline. An example includes our BTK inhibitor, evobrutinib, which is in Phase III studies for relapsing multiple sclerosis and xevinapant, which is being investigated as a treatment for neck tumors in 2 Phase III studies. At the end of last year, in our R&D call, we announced our ambition to launch 1 new Healthcare product or a major indication every 1.5 years on average, bolstered by more than 50% external innovation. So we are building on our expertise in the underlying biology of our focused therapeutic areas of oncology, neurology and immunology. And this is including our industry-leading, antibody-drug conjugate technology. ADCs are an emerging class of medicines designed for the highly specific targeting and destruction of cancer cells. At the same time, they preserve healthy cells. And we are a pioneer in this space involved in 50% of the commercially approved ADCs on the market today. Let's now move into our third, business sectors, Electronics. Here, we continued to serve as a strong and reliable partner to global base of customers. Our main focus here is on materials and solutions for the electronics market. We realigned our portfolio toward the accelerated digitalization and the growth of data -- the immense growth of data. This drives the need for more and higher sophisticated semiconductor chips and also displays. We have become, at Merck, one of the most relevant suppliers of materials and solutions for the semiconductor and display industries, and we are very well placed to further expand from this position. In addition, our functional solutions for innovative surfaces of all kinds, make like more colorful. Financially, the Electronics business sector reported an organic sales growth of 3.7%, generating sales of EUR 4 billion in the year 2022. The fastest-growing business was once again the Semiconductor Solutions business. It grew organically by 15.4%, significantly above the market and also significantly above our midterm guidance. Semiconductors now accounts for 2/3 of the sales of the Electronics business sector. Our team in Electronics has successfully delivered, despite the very challenging supply situation, the unprecedented demand for our products and the need to increase capacity simultaneously. Our strong performance across all the regions is a testament to our commitment to growth globally and to delivering global innovation. I want to take a moment to highlight the exceptional performance of our teams in LatAm, in Europe, in Middle East and in Africa as well as in Asia Pacific in the last year. The strong organic growth played a very important role in our global success. Notably, our Asia Pacific region continues to be key in contributing to sales. It accounts for nearly 35% of our total group revenues. Our balanced global presence is also reflected in Europe and North America. Every region contributes around 28% of our sales. And now on behalf of the Executive Board, my colleagues here with us today, I want to thank our talented teams, our talented people at Merck, who really stayed very focused on our customers and our patients. I also want to thank our customers and partners for their continued trust. We are eager to building on our achievements in the months ahead. Our very solid overall performance and the financial stability have enabled us to continue our streak of robust growth and profitability. As a testimony to our unwavering commitment, we are very proud to propose a dividend of EUR 2.2 per share for all Merck shareholders so that they can fully partake in our ongoing success. These proposals -- this dividend proposal represents a 19% increase in the dividend payout versus last year's earnings. Now looking ahead, we remain confident in our ability to continue delivering strong results and creating value for all our stakeholders. Nonetheless, I don't need to tell you the global macroeconomic situation remains a major challenge in 2023. More specifically, the slowing semiconductor market, the decreasing COVID-19-related demand and persistently high inflation that will pose challenges to us in 2023. 2023 is going to be a true transition year to then accelerate once again to our midterm goal. For fiscal 2023, we expect a slight to solid organic growth in net sales. Excluding COVID-19-related sales, we project solid to strong organic growth. That means, if we exclude the impact of COVID-19 sales, the group would actually deliver solid to strong organic growth. For EBITDA pre, we anticipate a moderate decline to about a stable development organically. Based on our current assumptions, the currency effects that were very positive in 2022 are expected to be negative this year at between minus 1% and minus 4% on both our top line and our bottom line sales and EBITDA pre. Despite the challenging environment, our Big 3 businesses will remain a key in driving our future growth. At the same time, we have to continue to have a close eye on our internal and external cost to be able to fund our future growth, and we have to focus on what most supports our businesses. And this is particularly true for what we call our enabling group functions. Those functions supporting the business and the customers. Ladies and gentlemen, you can see we are focusing on the future. We have our mid- and long-term goals firmly in sight, and we are working on doing better every day. Simply put, good work, combined with resilience and a clear purpose, will lead this company to excellence. And I believe we have all the ingredients at Merck to create a lasting impact for humanities through science and technology innovation, and this is why we continue to research, we continue to invest in our new technologies in those areas where we may already be leaders today. But obviously, in those areas where we believe we have a right to win in the future. And let me take the example of our Life Science business. More recently, advances in mRNA technology have revolutionized genetic medicine. The accelerated research during the COVID-19 pandemic made this possible. And we are convinced that these advances will potentially change the future of medicine. Today, mRNA vaccines are currently in development to combat diseases such as HIV, influenza and malaria. And Merck provides a critical component for vaccines. This is known as lipid nanoparticles. These silent heroes that enable the delivery of cutting-edge therapies into cells and mRNA technologies has even greater potential. It could help us develop new treatments for a wide range of conditions, including infectious diseases, genetic disorders cancer and other illnesses. As a company with more than 20 years of experience in developing critical components for mRNA therapies, we have recently expanded our manufacturing capabilities to be able to fulfill future demand. In February 2022, we acquired Exelead, a company that can support all stages of mRNA therapy development from preclinical testing to commercial manufacturing. We now offer a complete portfolio required for the development of mRNA-based therapeutics, and we are quite excited to be part of this growth story. But it is also vital to embrace a multidisciplinary approach to science to help solve many of the humanity's biggest challenges. We call this new scientific megatrend bioconvergence. It harnesses a diverse mix of expertise, processes and technologies across biotech, software and engineering. And we, as a company, are in a sweet spot to leverage this in the future. For example, our biotech and digital competencies are being matched with partners that have expertise in complementary areas, such as medical devices, to enable the new market of bioelectronics. Together, we are creating a new generation of implantable or wearable devices that can potentially enable more targeted treatments and most importantly, remote monitoring solutions for patients, such bioelectronic solutions could allow us to help prevent chronic diseases and reduce symptoms or side effects of medicines such as pain. Beyond this bioconvergence can contribute to developing a new wave of precise and personalized medicines. And this future is only possible thanks to our ability to combine multiple biological and clinical data points for a patient using artificial intelligence, using bioanalytical and sequences -- sequencing tools. So as you can see and despite much uncertainty and challenges in the world, we are well positioned and hope to continue to deliver breakthrough some growth. Growth in today's world means more than just creation of financial value. For us, growth also means substantially contributing to human progress while also reducing our environmental impact. For us, the only way to grow in the future is to grow sustainably. This is simply part of our responsibility. It is a promise to future generation. It is a promise to the communities in which we operate. As a global industrial company, this is not always easy. There is no question about that. But I am convinced that with the technological know-how that we have at Merck and the commitment of our teams, we can really make a difference all over the world. Allow me to give you a few concrete examples from the year 2022. As part of our global health strategic priorities, it is our ambition to eliminate schistosomiasis as a public health burden by 2030, which is around the corner. Schistosomiasis is one of the most devastating parasitic diseases in the world. Our commitment to the elimination of schistosomiasis has been recognized in the 2022 access to medicine index. We rank fifth among the 20 largest pharmaceutical companies. And these efforts also include the development of arpraziquantel. What is arpraziquantel? This is a potential new treatment option for the estimated 50 million preschool-aged children that suffer from schistosomiasis. Looking at our greenhouse gas emissions, our target is to reduce those by 2030. And this has been certified by the independent Science-Based Targets Initiative. These targets will help ensure Merck plays its part to achieve the primary goal of the Paris Climate Agreement to limit global warming to 1.5 degrees. Let me give you some examples once again of milestones that we have already achieved in our operation, helping us make further progress. In May 2022, our first virtual power purchase agreement in the U.S. has gone live, covering 100% of our U.S. Life Science electricity consumptions from renewable sources for 12 years. And in February, we announced a partnership with the Darmstadt-based energy provider Entega. To build a solar park at our site in Gernsheim that can generate up to 7 gigabytes hours of green electricity per year. The solar park saves up to 3,500 tons of CO2. This is also one further step in bringing us closer to our goal of achieving climate neutrality by 2040. In 2022, we already reduced our greenhouse gas emissions by nearly 10%. Last year, our electricity purchase from renewable sources increased from 30% in 2021 to 47% at the end of 2022. And also in Latin America, in Brazil, our sites were fully powered by renewables for the first time. But we continue to look at new approaches to minimize environmental impact not only for us but also for our partners. Micron Technology, for example. Micron is an industry leader in innovative memory and storage solutions. And together, we are developing gases with a low global warming potential, which can be used in the production -- in the future production of semiconductors. It is simple. If we don't commit ourselves to sustainability, we won't have a healthy and thriving world to operate in. And both our culture and our sustainability efforts are closely connected. You can see this with our STEM initiatives. Here, we are targeting underrepresented communities, driving curiosity, and connecting with the next generation of science and technology leaders. Culture supports growth. This is where it all begins. We, at Merck, are committed to further developing a high-impact culture where our people belong, where our people thrive, and where our people grow. And to this end, we focus on talent development and leadership culture as well as diversity, equity and inclusion. DE&I in short. For Merck, DE&I is intentional and purpose driven. We believe that it drives competitive advantage. It really strengthens our ability to innovate. It's a people and a business imperative. And this is why we develop a long-term ambition and set that plan to guide -- or take that ambition to guide our actions. Our DE&I strategy focusing on 3 dimensions. First, we focus on gender. We made great progress in recent years. 38% of leadership roles across Merck are today held by female. This represents an 11% move since 2015. An achievement we are truly proud of. And building on this effort, we are now aiming for gender parity in leadership positions by 2030. We announced that a couple of years ago. Culture and ethnicity is our second area of focus as part of our diversity and inclusion strategies. We want to ensure that the diversity of our company matches the diversity of the communities and the customers in which we work, live and serve. In the United States, for example, we aim to increase the number of leaders, who are members of underrepresented racial and ethnical groups from 20% to 30% by 2030. And this is bringing me to our third focus area as part of this DE&I strategy, and this is inclusion. We are connecting all our employee networks to focus their efforts and make sure that we can progress in the execution of our strategy faster. Running campaigns to increase awareness and understanding of the topics and connecting the dots between this and our overall sustainability strategy. With significant geopolitical tensions on the rise, we are flexible to adapt to better capture business opportunities. Being a value-driven company is a competitive advantage. And this is going to be absolutely critical for our long-term success. Larry Fink, the CEO of BlackRock, said recently that Russian invasion has put an end to globalization, the globalization that we have experienced over the last 3 decades. Overall, you can see that business will become more and more complex. And in this context, values will be more important than ever before. And we, as a company, will make sure to be prepared for any scenario, short, mid and long term. Our management team continues to regularly monitor the opportunities and risks of our business activities in Germany and abroad. And of course, this is a priority for the Board. As a global player, we strongly believe in free trade and the advantages of free trade for communities and society. At the same time, we must continue to derisk our investment. And this will be done as part of rebalancing our regional footprint. Throughout our 355 years of history, we have always understood how to build resilience through diversification not only across business sectors but also and importantly, across geographies. And this is why we are very well positioned to succeed over the long term. Ladies and gentlemen, we have achieved a lot, but there is also much more to be done. I hope this is giving you a comprehensive overview of where we stand as a company and the incredible potential that we have at Merck. Let me now recap. First of all, we delivered very solid results in 2022. Second, we have a clear ambition to become the global 21st century science and technology pioneer. Our midterm financial growth target can be summarized as 25 by 25. We expect 80% of this growth to come from our Big 3 businesses. Third, in an environment of huge uncertainty, we are guided by the Merck uniqueness that enables us to embrace the full power of science, the full power of technology to create a more sustainable future for our company and for the world. If we want to compete, if we want to innovate and if we want to grow, I am convinced we have to diversify our way of thinking within this high-impact culture that we are building at Merck. These are the key pillars of our organizational resilience. Before I close, I want to thank you, very warming and sincerely thank you for your continued support and the trust that you can put on my colleagues of the Board and on me. I can assure you that we will do everything that it takes to keep Merck on the path of success. Thank you very much for your attention.

Unknown Attendee

attendee
#3

Thank you, Mrs. Garijo. Ladies and gentlemen, you can also read the speech of Ms. Garijo online. As mentioned, it was published on the company's website on April 17, 2023, and Ms. Garijo, you gave us both a comprehensive and interesting report on the past year, which was not a successful year for Merck. For this, I thank you on behalf of the meeting. I would like to express my thanks and recognition to the entire Executive Board for the business achievements in fiscal 2022. My recognition, of course, also applies to the employees of our company without whom Merck would have never been so successful. The managers the experts in the various units. And of course, the entire workforce, including their representatives who did an excellent job last year. Ladies and gentlemen, I will now move on to agenda items 2 to 8. That can be seen here. They are: The resolution on the adoption of the annual financial statement for fiscal 2022, the resolution on the appropriation of net retained profit for fiscal 2022; the resolution on the approval of the actions of the Executive Board for fiscal 2022; the resolution on the approval of the actions of the Supervisory Board for fiscal 2022, the resolution on the approval of the compensation report for 2022; the resolution on the replication of an existing authorization and the creation of a new authorization to issue warrants and/or convertible bonds profit participation rights or participating bonds or a combination of these instruments and authorization to exclude the subscription rights with the simultaneous replication of the current contingent capital tool and creation of a new contingent capital tool and corresponding amendments of the Articles of Association; the resolutions on amendments to the articles of agitation in connection with the virtual Annual General Meetings. You can find the agenda items as well as the corresponding proposed resolutions and further explanations in the invitation, which has been published on our website. Ladies and gentlemen, I would now like to open the floor for a discussion on all items of the agenda in the form of a general debate. If you would like to speak at today's AGM, you may register to do so in the investor portal. On the investor portal, you will be given a link to join a video conference. After the required technical checks, you will be sent to the virtual waiting room. Please standby there until I call you by name and until you will be connected live to the broadcast. During your contribution, you may ask questions and submit motions. In interest of all shareholders and to guarantee speedy proceedings at today's AGM, please note that we will only allow contributions that are directly related to today's agenda. Please consider this when you speak. We have to deal with a total of 8 agenda items today. I have already received several requests for the floor. It is in the interest of all shareholders that contributions are not unreasonably long. Let me ask all speakers to limit their questions and comments to a reasonable duration. In view after the request to speak, we already received, I reserve the right to formally limit the speaking time at a later point. After answering all your questions, we will proceed with voting on the items on the agenda and with determining the ensuing resolutions. Again, please note that you can exercise your voting rights on the investor portal of the company or change a vote you already cast until I close the vote. I will announce the closing of the vote ahead of time, but I ask you in your own interest not to wait until the last moment with casting your vote or with issuing instructions. We are committed to answer all questions necessary to properly assess today's agenda as soon as possible during the general debate. I will call the speakers by name one by one. At the beginning of your contribution, kindly state your name and, if applicable, the organization you represent. Let me now give the floor to Mr. Andreas Povel, who is speaking on behalf of DSW, Deutsche Schutzvereinigung für Wertpapierbesitz, the floor is yours.

Andreas Povel

attendee
#4

Thank you very much, Mr. Peter XXXXXXXXXXXXXXX for the opportunity to take a floor as a representative of the German Protective Association for Security Holdings. I am a banker, my name is Andreas Povel, and I have been with Merck for many years and have a great industry and company. So congratulations to Belen Garijo and her team for a great year with solid results 2022 despite the huge challenges we all know. So I would like to touch upon the last item of this Annual General metering, virtual AGMs the format in which we met today the German Protective Association for Security Holdings regrets that less than half of the DAX companies in 2023, returned to meetings in presence that's completely different to other countries, particularly in the Anglo-Saxon world. We hold the opinion that in presence, we have a more likely, more critical dialogue between the shareholders and the company, and this can be made better when we're in presence. When we meet in presence, it builds trust in the company and the company leadership. And it guarantees the rights of the shareholders and the adherence to the shareholder right. And what is particularly important in Germany, it improves the stakeholder culture in Germany. So 3 questions. When is Merck going to return to AGMs in presence? Why did you -- why do you not want to conduct the AGMs in presence? And when will you -- will we be able to not only take part virtually. And when it comes to the item, this is what -- this is why we won't agree with the item on agenda #8, because even if this will hold true only for the next few years, we will vote against it, because this is only a virtual AGM, and how can we vote on a virtual AGM -- in a virtual in AGM? Second, personal experience shows that there is a problematic access to the floor. So this does not really adhere to the rights of stakeholders. And only even AGMs are held in presence, there is an actual exchange of opinions between the stakeholders -- among the stakeholders themselves. And our association recommends that structural measures can only be decided on in-person AGMs. So this is what I wanted to say about virtual AGMs. And now I have other questions about strategy and Big 3; second, finance and shareholder value; and third, compensation and ESG. So first of all, I would like to talk on Big 3, Life Science, Electronics and Process Solutions. And please, I would like to have some more information in the framework of health care about sustainable growth of blockbusters for cancer, Bavencio and Mavenclad. My question is what opportunities does the medicine [ LMS ], evobrutinib and [indiscernible] have in the future to become blockbusters themselves, particularly when it comes to evobrutinib considering the current discussion in the U.S. with FDA and the stop of the Phase III study? And when it comes to R&D investments, how can we sustainably ensure new blockbusters to come? So what about current patents? What about the pipeline of new products? What is the chance for new -- for Phase I, II and III admissions? And can you compensate shortfalls in R&D? Now about Life Science, the effect of -- COVID-19 effect has passed. You, Ms. Garijo already talked about it. There is no chance to compensate the in your Big 3 areas, but how will growth take part without COVID in 2023? And how is this reflected in your strategy, 25 by 25? Question number two, for Life Science, Process Solutions is the future driver of Life Science. You already explained that today as well. How long are the 2 other areas, Life Science Services and service and Lab Solutions will provide cash flow? Or are these 2 areas maybe at -- will they be a disposition in the future? Third, Big 3 area Electronics. So what we talked about is what is the regional growth strategy in the semiconductor business, particularly when it comes to the regional growth strategy, focus on U.S., Asia, China, South Korea, Taiwan and Japan and Europe, of course. And Versum semiconductor business is the future driver of semiconductors. We heard 2/3 of semiconductors -- of electronics are semiconductors. That's a great. But the other 2 areas display and surface, how long are they also going to be a cash flow provider? And will they be at disposition in the near future? And what is Versum's USP in this very tough semiconductor market, competitive market? So how can you hold your position there and grow it? So what is the USP? And this -- particularly when it comes to the [ KI ] developments in China. Now I have a few questions on the alarm call for geostrategic challenges. Besides our organic growth, you could also focus on strategic growth. So you have capital -- free capital of EUR 15 million to EUR 20 million, but where are you going to innovate in which industries or areas? So when it comes to sales compared to the U.S. Europe and it's a breakdown of the regions, Europe has only contributed 28% to Merck's growth, so does -- compared to Asia and the U.S. So does Europe have disadvantages as locations because of taxes, because of regulations and maybe even because of ESG, I'm getting back to this and because of supply-side inflation, which is harder to handle, then demand-side inflation we have in the U.S.? So how do you deal with these location disadvantages in Germany? How does Merck make use of advantages of places, particularly -- for example, in the U.S., we have energy costs? They are self-sufficient. And then they have subsidies in order to be attractive for investors, and they have acted attractive tax structures. So when it comes to the geo strategy of Merck, how do we handle the deglobalization tendencies, decapping the reassuring tenancies, how does this influence the decision for sites and places to do business? So your resilience strategy, the regional production in the 3 regions, EU, China and U.S. where regionally the customers are. How can you, in your regional focus become a program of scale? And when are you going to be too small to compete in the regions? What about the commitment in China, which is growing? China accounts for about 35% of the revenue. How does this increase the risks for the rest of the world compared to China? And what do you think about possible further escalation in the Taiwan conflict? Today, we heard that all offshore shows plans when it comes to experts of chemicals, which are used for the semiconductor industry that he wants to limit exports to China. So actually, these materials are -- of Merck are actually part of every semiconductor in the world. Now this is maybe provocative, but important to ask, the [ Weizmann ] model, could this in the future be a Merck model too? And how would Merck -- how does Merck perform when it comes to digital -- work digital mindset into production? And how does Merck compete or relate to its competitors -- or compared to competitors? Now finance and shareholder value. How and why did you enlarge your inventory in 2022? And with that, you're working capital? And how do they influence the working capital? And in 2023, how is the cash flow management going to be optimized? Fast deleveraging went very well at Merck after the Versum's financing and acquisition. Now there is room for strategic growth. You said EUR 15 million to EUR 20 million are there to be invested. What is the releveraging strategy when it comes to larger M&A transactions? How is funding vesicle -- funding risk -- what do you say about funding risk when it comes to pension provisions in the eye of rising interest rates? Your ESG strategy, it was very successful for 2022. And we also had an additional profit from that. But when we know for 2023 that you will have a currency -- negative currency effect of about 4%, particularly, because of the weakening U.S. dollar and after renminbi in China, which is now the largest region, what can you proactively do to mitigate this -- the loss you already expect? Now when it comes to dividend and share price of Merck, year-to-date, the share is much weaker than the index with about 8%. Well, of course, the last -- the share value has doubled in the last few years and quadrupled in the last 10 years and outperformed the DAX index. But does the market understand Merck? Does the market understand the Big 3? Do they understand the opportunities linked to this? Or is Merck just perceived as a value company as a pharma company and is not linked to semiconductors and with that perceived as a growth company with its diversified portfolio? Is the risk return diversification topic, not just costs, and it's not honored by the market. And when it comes to shareholder value, in particular, 80% of the capital, which is goodwill maybe also is also a result of many successful acquisitions in the past, but isn't there a potential risk? And what are the depreciation risk in the end? Now about the dividend, sorry, but this is necessary. We have 20% more dividend, but the payout ratio is only at 21.9% and the target number is about 20% to 25%. So couldn't you go up to the upper limit a bit more, maybe 23%? So when we talk about shareholder value conglomerate strategy of Merck and here, the Big 3 and their risk optimization is the -- when it comes to the division into 3 of the business units, is it really good for the risk return performance? So how is the performance of the 3 divisions compared to the optimum benchmarks? How do they compare to competition in the market? And what is the optimal capital allocation to the 3 divisions, respectively? Now when it comes to -- now about compensation in ESG, when it comes to compensation, the particular elements of compensation and the target compensation within -- are within market comparison, market average, but the pensions, which -- are the pensions for former Board members also in the market average? And now when it comes to social governance, why is this less than 20% of a key KPI for compensation? And in conclusion, we of the society of -- security of shareholders, the border of business is ESG, but the limit of ESG is the performance of companies and the economy. So a few questions on your ESG strategy. Of course, you are innovative. You have an innovative first-mover strategy and a comparative advantage. But what are risks and costs and particularly when it comes to the ESG strategy? And what are the real opportunities? Will EU taxonomy be a disadvantage in the places to bid business? Or will it be an advantage? How are you -- do you use your innovation power to leverage ESG as a business case and not just to position it not just as a regulatory nuisance? If ESG is a business case, how is it reflected in the Board comparison and in your strategy? And we'll be able to leverage its ESG strategy as a comparative advantage. Can you communicate it better in the market and generate shareholder value with that and not only costs? Thank you very much for the opportunity to ask many questions which are important to the shareholders I represent. And thank you very much in advance Ms. Garijo and your team for answering my questions. And I close with the best wishes for 2023 and for 2025. Thank you very much.

Unknown Executive

executive
#5

[Foreign Language] Thank you very much, Mr. Povel. Now I've got Ms. Marion XXXXXXXXXXXXXXX. Mrs. Marion Costine, the floor is yours.

Unknown Attendee

attendee
#6

Good morning, ladies and gentlemen. My name is Marion XXXXXXXXXXXXXXX. I'm a lawyer in Frankfurt and CEO of the Investors Communication Group, EV based in Frankfurt as well. On the results of 2022 the Investor Combination Group can only congratulate Merck and the high dividend payment and good chances for share improvement is not offered by many companies. And that is what the others bank's newspaper is -- has written in April. After EUR 3 billion of net sales in 2002, we managed to achieve EUR 2.2 billion in this year. and an improvement to EUR 3.5 million is expected. And Merck has equity ratio of 45% with an equity of EUR 26 billion and net debt of EUR 9.6 million. And the important KPI for operating EBITDA pre was up by 6.9% to EUR 6.8 billion. We shareholders will get a dividend payment of EUR 2.20. Is the impression correct that chances are taken when they are identified? And resilience has been mentioned several times in the speech of the CEO and the business report. So what is the importance of resilience at Merck, so the [ ECG ] would like to thank Merck for the good quality of the business report? Pharmaceutical sales was up by 11% in 2022. Pharmaceutical research lags behind expectations for many years, and this is supposed to change, productivity supposed to double. And it's about sites and people and investment. Now. So how -- is this goal going to be achieved? So what kind of investments will be required. So what are the advantages of sites and what kind of subsidiaries might be considered? And patients are concerned about a lack of supply of pharmaceuticals like antibiotics or medication for children, but even with cancer and diabetes medication, there are shortages that might endanger people's lives. Is the -- has the federal government asked Merck to [indiscernible] these shortages? Managers of Bayer, Roche and [indiscernible] are no longer very fond of the site in Germany. So that is what the [indiscernible] wrote in March 2023. And one reason was the law adopted in autumn to restrict pricing for innovative medication. So what is the view of Merck on that law? Not only in the automotive industry is hungry when it comes to semiconductors, Infineon has problems producing semiconductors and Merck is doing a lot in this field as well, will save -- will Merck promote semiconductor development even further? So what are the targets till 2025? In the past, the share of people in Darmstadt continuously grew by 5%. And now headcount reductions are planned despite a company agreement for skilled labor. So will people be replaced? Will there be pooling solutions or will be people retrained? And because investment in these people have been made by Merck, what is the share of severely handicapped people in Germany at Merck? Other companies gained excellent experience when investing in severely handicapped people when there is a lack of personnel in general. The remuneration system knows analysis and clawbacks and possible uses are a violation of the code of context by violation of laws according to the German share. Has this ever been the case at Merck? Has it been amended? When it comes to environmental issues, Merck has a lot of responsibility. So what about this -- what about pollution rights at Merck?

Herwig Buchholz

executive
#7

Thank you. Ms. [indiscernible] . Next comes Markus Kienle from Schutzgemeinschaft der Kapitalanleger. Mr. Kienle, please?

Markus Kienle

shareholder
#8

Dr. Buchholz, Belen Garijo and dear shareholders, I'm Markus Kienle. I'm lawyer in Frankfurt and a member of the SDK, the Chairman Association for the Protection of Investor rights. First of all, we would like to thank Merck and all the people for the performance achieved in this year. And the good figures of the past year are very important, and I will come back to the figures at a later stage. So I first want to comment on the virtual AGM. After 3 years of virtual AGMs, we actually expected to organize the AGM 2023 in person again, and not rely on this new law that has been adopted on virtual AGM. So a virtual AGM has no interaction and is actually a digital AGM and does not meet the purpose. And shareholders cannot share views and shareholders are participating in a passive way. And because the shareholder is the key person at an AGM, and that is why this is not a -- virtual AGM is not compatible, so because shareholders are just on XXXXXXXXXXXXXXX and the AGM only focuses on the executive management. And the arguments for a virtual AGM are not really convincing. A virtual AGM is not interactive, and is compared with an in-person AGM, but that is not really true. And if costs were compared of a virtual and the in-person AGM, the difference would not really be big and additional costs cannot be an argument against shareholders meeting each other in person once a year, compared to all the other costs that are incurred. So we cannot understand that you want to save costs with shareholders. And it's also good corporate governance if administration shares views with the shareholders in person once a year. And the argument of sustainability with regard to virtual AGM with not causing travel costs is not really reliable, because if you take this an argument, people are not supposed to meet each other in person at all. And I mean, people can use the train, for example, to travel to an AGM. And so this argument is not really a supporting one. And then, you also put forward the argument that with virtual AGM, more people will attend the AGM, but we could not actually see in statistics that member -- the number of participants in virtual AGMs would be higher. And then, I mean -- and the other option is a hybrid AGM, and that is something you could actually achieve if you wanted. So in our view, the hybrid AM is the future format for AGMs, because that would actually allow all those involved in AGMs that would be to the best of their interest. And so the -- because the Supervisory Board has to organize meetings in person at 75%. And then health protection is also an argument that is not really acceptable. I mean who do you want to protect from whom? and health protection, if the argument of health protection would actually mean that people are not supposed to meet each other at all. Please tell us why you decided not to organize an AGM in person, Dr. Buchholz? How can you explain that the Supervisory Board is supposed to meet in person, but the AGM as a virtual meeting is the AGM will be less important than the Supervisory Board meetings. And so what will be the cost of this year's AGM. And with a presence AGM have been more expensive? And was the decision on a virtual AGM unonymously? What is the share of the -- what was the share of approval on a virtual AGM? And we would also like to know how many shareholders actually attend the virtual AGM? And how this number changes over the AGM? And we will not agree to future virtual AGMs? We want to have this limit in 4x in crisis, because virtual AGMs are only acceptable in, as I said, in times of prices or when -- but in times of crisis, still requirements have to be met. And there is a risk that AGMs only organized within the limits of the law. First of all, it is important to have interactivity across the entire AGM. And the virtual AGM has limited to the most important items and structural measures are not included here. And we also would like to have different formats of questions either do that beforehand or during the AGM to have this parallel allows a better allows more contributions to the AGM. And the documentation of questions, handed in beforehand would be good, because it would help to solve disputes. And we don't have to write down questions and answers to questions, which is always difficult. And the questions can also be actually part of a discussion. So questions have to be necessary. But of course, we also need to have the answers to that. And questions and answers have to -- answers have to be given to questions one after the other and not in blocks, Dr. Buchholz. What about technical interruptions -- and the company has to take responsibility and not to move on -- to shift responsibility to a technical service supplier. So we want to limit virtual AGMs 2 times of crisis. And for the same reason, so in our view, virtual AGMs are always -- can only be an exception. So what about the content of the virtual AGM in the future? So why are you not relying on the possibility provided by the law? So why is a virtual AGM not interactive fully interactive. So you said in your invitation that there are reasons to have in-person AGMs. So have you already decided to do virtual AGMs for the next 2 years. So the figures presented are quite good, but there is room for improvement. So revenues and sales were up by 13% and growth was up -- the operating result was up by 7% and after taxes, plus 9%. So 14.3% -- and that was about equity. And then there are differences while Life Science and Electronics with sales and EBIT grew double digit on health care compared to EBIT was rather low. So why is earnings increase in health care lagging behind the other segments? And for health care, you said a growth rate of 0%. Does it mean that as for helper, no growth is expected and not even price increases were passed on to the market? So why is the capitalization, interest rate lower in health care than in the other segments? So what are the reasons for an increase of the value by 10x in health care? So at segment level, you don't show profit figures. So what are you planning to do? And with the share of sales of 35%, APAC is contributing considerably. And then the due diligence Supply Chain Act, is that critical? So what is the share of China for sales and EBIT. So what is the average margin with our business in China? And so for Life Science and Electronics it's 1.7% to 1.2% interest rate. So how -- so what is the mechanism behind that? Can you please explain, because a higher capitalization interest rate leads to less cash and depreciation? And there are impairments that are higher compared to the previous year. So what is the reason for that? 2022, you did 3 acquisitions, Exelead Inc. in chemicals and Erbi Biosystems. The latter 2 -- for the latter 2, we didn't have -- we haven't got a purchase price allocation yet. Have you got one? And what is it? And as for the Exelead acquisition you said that it's fully consolidated 2022, a plus of sales of EUR 9 million. And from the acquisition, Exelead had a contribution of EUR 75 million. The acquisition was -- when was the acquisition by the end of '21 or 2nd of February, '22? What return are you expecting? And I wish you all success and good luck in the new financial year. In the eye of the geopolitical and challenges, this is not an easy task. Thank you for your attention.

Unknown Executive

executive
#9

Thank you, Mr. Kienle for your for your questions, we are, of course, going to answer in detail.

Herwig Buchholz

executive
#10

The next question is by [ Matthias Kepler ]. Mr. [ Kepler ], you have the floor.

Unknown Shareholder

shareholder
#11

Thank you, Mr. Buchholz. My name is Matthias Kepler. It was very difficult for me to get access to your virtual AGM. So why do you have such a difficult process to access and not -- didn't do it like the other companies. When I had my access data, I wasn't able to dial in and what consequences are you going to draw for this. So I wasn't able to participate in the first hour, I don't know why. It's because of your access office. So maybe more shareholders than just me wer affected by this, and weren't able to participate. When it comes to the share course, you're about 10% below last year. So there's still room for improvement. You have been at 230, now we're at 160. So there is still room for improvement. So can you tell me 3 reasons why to keep the share or even why to rebuy shares? What are the 3 largest risks for the share of course, share price? Now I have many questions, and I'm going to start with ESG. By when, in Germany and globally want to be climate neutral and what are your achievement so far? And when are you are going to achieve this across all of the supply chain? Can you give us some information just -- how many square meters of real estate, do you have across Germany? Maybe just an estimate number. So we are all -- we are -- when it comes to the regulation and the political regulations and the energetic renovations, we have the -- restructuring, we have to do in energetic reservation we have to do in our real estate. How does this affect you? How are you going to deal with these new regulations and directives? Leaving real estate and go to the current topic of property tax, how many the conventions did you submit? What were the highest and lowest numbers for property tax and where do you have your property? And did you already receive the notice by the tax autonomy? Are you going to reject? And how did you deal with that so far? Now about your staff, how does people work from home? And how did it develop so far? And what is the maximum rate for you? When it comes to attractiveness, employee recruitment, Merck is quite attractive when it comes to work balance. But people are more and more demanding. They want to have a good life balance and the market really change. So maybe you have a few examples from your recruiting experience. When it comes to remuneration of the Board, who is auditing these remuneration and who is checking? How much money is taken out in which month? I just say the Board, I know your structure, but it's just for simplicity. So you would say the remuneration is this or that. It doesn't matter whether it's a few thousand euros more and less. Maybe you can give us some information on this? And then you had a correction publication in the German Gazette, where the AGM was published. So I think just a frame was missing and a table, but not the numbers. So what was actually changed? Why did you make a corrective poster? So for me, it was quite confusing. When it comes to remuneration of the Board, how many employees do you have? How much do they earn? And is this only restricted to the German staff or is it compared worldwide? And how do the employees disperse to income? So like 20,000 euros to 30,000 euros, 30,000 euros to 60,000 euros, 60,000 euros to 90,000 euros, 90,000 euros to 120,000 euros, 120,000 euros to 150,000 euros, 250,000 euros to 500,000 euros. Maybe you can just give us some figures on that? How many employees are gaining how much money? What was the highest gross wage in your company? Don't tell me about privacy, I think you can just tell us the figure. And how did you consider the legal matters? You know about VW. You know what I'm talking about here. So here in Germany, what is the electricity price for kilowatt hours? And how much do you use? And do you also buy at the -- electricity in [indiscernible]? And did you also have negative electricity prices? And if yes, in what range? What range are you going to use the energy price break? For example, when it comes to a restriction of viable remunerations or dividends, how did the total risk in -- within your risk management develop or worsen? What will be the three largest investments in the current financial year? And what risks are there? What about the development of the personnel costs? When it comes to inflation, we all read the news every day. Inflation is about 10%, 12%, and this is what is demanded by workers' representatives. So are you going to be able to pass these costs to your customers? Or how are you going to deal with this? Did you have any security risks and -- cybersecurity risks? And what learnings did you do you gain? Of course, we don't want details, but maybe just an overview of this topic. What do you do when it comes to data security, considering the fact that more and more people are working from home? So if you're employees are not working from their office but from home, which is a new risk when it comes to data protection and data security, what do you do with it? And now when do you use mobile phones or technology of Huawei? And how do you deal with the common risk? So what lawyers of what office are represented here? Now when it comes to the virtual AGM, if it really is a contribution to climate protection, which I doubt, because live streams also use a lot of electricity, what was the total kilometers done by cars and planes for business trips by Merck? So before you don't use the money for the shareholders, you should have a look at the Supervisory Board and look what -- how they behave when it comes to ESG criteria. So what is your -- what are your plans for next year? If I ask you, maybe give me not a very comprehensive answer. So do you already -- did you already reserve rooms for the AGM 2024 or gave an option? How many shareholders have -- were dialed in this year in your AGM? How many from abroad? And how many shareholders participated in the last AGM in presence? Mr. Buchele, when I look at your participator list, there are only about 100 participants present now. That's very -- that's a very low number. And I think this reflects the opinion of most shareholders that they don't like virtual AGMs at all. You should consider that, too. So what are the cost estimates for this year's AGM? And is it really less than present? So how high -- what would it cost for the last AGM in presence? And if you don't know the numbers for today yet, maybe you know it for last year. How many shareholders did participate? Because even if you -- so we think -- or we assume that the costs will be more or less at the same level. And we also have the technical difficulties. There has also been AGMs for example, yesterday, at AGM, where we had a large break because there were technical difficulties. Do you have active projects at the moment in Russia? And how do you deal with that? And one step back to the virtual AGM and the Investor portal. At [ Beiersdorf ], there was a point you were able to dial and to click on, and then you could receive a present. So why don't you -- did you follow this positive -- didn't you follow this positive example? So I have a question about the shareholder register. How many shareholders does the company have? What is the quota for natural and jurisdiction persons -- legal person? And how is the distribution in age? So do young people invest in your shares? And how many are 100 years old or even older? When it comes to the business leadership, what was the best success in the last year? And what are the three main problems you see? So this is all from me for now. Thank you very much to all the employees for the good -- which are responsible for the good results. And thank you to the shareholders for your attention. We give the word back to Mr. Buchele.

Wolfgang Büchele

executive
#12

Thank you very much, [Mr. Gabler ]. I do not have any further requests for the floor. So I'd like to start with answering the questions. Ladies and gentlemen, I hear that the answers have not been prepared yet. So we will now break for 15 minutes, which means that the AGM will continue at 12:17, 15 minutes break until 12:17. Excuse me, 12:07. Thank you very much. [Break]

Wolfgang Büchele

executive
#13

Ladies and gentlemen, it's 12:22. We will now continue the AGM, answers to your questions. Let's start with the questions of Mr. Povel.

Wolfgang Büchele

executive
#14

Mr. Povel, you were asking when Merck returned to in-person AGMs. The decision on the format of the AGM, will for each AGM taken? Considering the interest of the company and its shareholders decision will be taken every year. At the current point in time, no decision has been taken, which format will be used by the company for the next AGM. Furthermore, you were asking why members of the Supervisory Board can participate virtually in the AGM? The virtual participation of members of the Supervisory Board in a virtual AGM is a consistent continuation of the broadcasting of or the transfer of the AGM into virtual format. Members of the Supervisory Board have a rather passive role in general at the AGM. Since as a rule, the Supervisory Board speaks through its chairperson, furthermore, the right of shareholders for information is a right aimed at the Executive Board, not the Supervisory Board. Thus, a physical presence of members at the Supervisory Board, especially in the context of a virtual AGM, not equally required in our opinion. Now for the next question, I will hand over to Mr. Matthias Heinzel.

Matthias Heinzel

executive
#15

Mr. Povel, you were asking about the growth in the Life Science segment without COVID. Now for Life Science, we are confident regarding the growth perspectives beyond the pandemic. In our midterm forecast, we consider an average annual turnover growth of 7% to 10%. I return to Mr. Guenter.

Peter Guenter

executive
#16

The likelihood of evobrutinib and xevinapant to reach blockbuster status for evobrutinib after the recent discussion with the FDA. Both products are currently in their final registrational trials. For evobrutinib, we are currently in discussions with the FDA after a partial clinical hold for the study. The initiation of new patients on evobrutinib is currently paused worldwide, while the fully enrolled Phase III evobrutinib studies continue as planned. We do not expect a negative impact on the timing of the readout. Once registered, and in case very positive results from previous studies can be confirmed in the registrational trials, both products have the potential to become blockbuster drugs following the expected benefits they would bring to many future patients. For the next question, I pass on to Matthias Heinzel.

Matthias Heinzel

executive
#17

Mr. Povel, you were asking about the three business units of Life Science, how they compensate for the special effect of COVID, which is now discontinuing. For our three business units, we focus on a strong growth in the core business. In fiscal 2022, the Life Science business unit saw a total increase of 8%, which represents a strong organic growth. This includes a reduction of COVID-related turnover to around EUR 800 million versus the previous fiscal year. We could compensate for the reduction of COVID-related demand through a strong organic growth in our Life Science core business of more than 40%. So we could more than compensate for that. All business units contributed to the strong organic growth in the core business. For fiscal 2023, we're expecting a COVID-related total turnover of around EUR 150 million after the aforementioned approximately EUR 800 million in fiscal 2022. For our core business, we assume a solid to strong growth. Mr. Povel, you were asking how long Science and Lab Solutions and Life Science services will continue to serve as cash flow providers. And if these two business units are at disposal? In fiscal 2022, we introduced a new business structure for Life Science consisting of the three pillars: Process Solutions, Life Science Services and Science and Lab Solutions. The new organizational structures enables a stronger focus on our customers, the optimization of our go-to-market strategy, our capacity and supply chains as well as the achievement of growth in the rapidly growing service markets. And it supports our high ambition for a long-term profitable growth. All three areas contribute important -- provide important contributions to achieving these ambitions. And I return to my colleague, Mr. Beckmann.

Kai Beckmann

executive
#18

Mr. Povel, you were asking how long the area of Display and Surface Solutions would continue to service as cash flow providers? And if those would be a disposal? Besides Semiconductor Solutions, our biggest business with a strong growth potential, we have added two units, Display and Surface Solutions, and they will continue to be managed under the aspect of cash flow optimization. Display Solutions has been shaped from a reduction in business with liquid crystals for a few years now. The business unit continues to invest in future technologies like OLED materials and our IRIS Smart Windows technology. Currently, we believe that our Display business will return to growth in the midterm. Surface Solutions started its -- continued its successful course past year, which started with the COVID-19 pandemic. Since more COVID restrictions later in China have been restricted, cosmetics business contributed to a strong growth. As part of our strategic planning, we regularly check our business portfolio and our capital allocation regularly. Should we reached the conclusion that other business under the management of other owners would develop better and could maximize the value for Merck, we would consider selling the respective business. Mr. Povel, you were asking about the USP of Versum and how we want to continue that? In the more than 3 years since the acquisition of Versum, we have successfully integrated the business into Merck, and does have made our Semiconductor Solutions business, a worldwide leading partner of semiconductors industry. Our portfolio covers all important processes of manufacturing of semiconductors. This broad portfolio, in conjunction with our industry-wide leading research budgets, our patent portfolio and our worldwide network of production sites, is a USP modern chips like for AI are not possible or hardly imaginable with our materials. Furthermore, in our Level Up program, we work on extending our production capacities, strengthening our R&D work and on extending new capabilities. Athinia is a joint venture with Palantir to evaluate data from production processes. It's a good example that shows that platform for noted exchange with chip manufacturers establishing a position there and offering new approaches for solutions based on AI. Mr. Povel, you were asking about our regional growth strategy in the semiconductor business. Does agreement that in the long run, the demand for chips will increase severely? Our business serves customers from all regions of the world, which means that we grow in regions where chip manufacturers invest. Currently, chip production capacities in the regions, such as Korea, Taiwan and China, are massively extended. With our growth program, Level Up, we invest, among others, in local production capacity near our customers, which strengthens the resilience of our supply chains. On the other hand, we grow together with our customers, the chip manufacturers. The new initiative, like the EU Chips Act, will foreseeably lead to an extension of production capacities in Europe. We're in a very good position to supply to chip manufacturers. And I hand over to Ms. Garijo.

Belén Garijo López

executive
#19

Dear Mr. Povel, your question -- your first question refers to our approach for inorganic growth. So please note that M&A are a very important driver of our long-term value creation strategy, with a focus on innovation-driven technology in high potential, highly attractive markets in order to accelerate our growth. So acquisitions are being considered globally. The investment must be a strong strategic fit with our group strategy and our group direction. Our capital investment strategy is based on a systematic portfolio management and a very well-defined capital allocation process. The capital allocation strategy aims at prioritizing investments in businesses with the most promising growth risk profile and value creation potential. These are what we call our Big 3. I have mentioned this during the introduction, namely Process Solutions, together with Life Science Services, the new health care products and semiconductor solutions. We are, of course, willing to invest in other attractive areas if we identify any suitable opportunity, fulfilling those criteria that we have defined. In Life Science, we see ample opportunities for inorganic growth. And given the highly attractive markets we play in, we are considering transactions across all sizes. In our electronic business sectors, we will focus on novel technologies, mainly, and I would say only in the semiconductor space. In Health Care, we will continue to actively look at in-licensing opportunities and potentially smaller M&A options that could bring additional optionality to our pipeline. Moving into your next question Mr. Povel. The question refers to the current conditions in the European Union in terms of regulation, taxes, inflation, et cetera, and potential disadvantages for our business in the European Union and potentially Germany. Look, as a global science and technology company, we are committed to serve our customers and patients best. We want to be in the region for the region. And this strategy delivers great benefits to our customers and at the same time, build more resilience on our side. So besides financial, taxation and other regulatory aspects, our regional strategy builds on multiple criteria, such as customer proximity, talent and capabilities, availability and infrastructure, just to name a few. We are aware of the implications arising from changes in this criteria. Therefore, we constantly monitor our portfolio from a risk return perspective, and we adjust as we see needed. Mr. Povel, your next question referred to advantages in our U.S. business due to favorable conditions in energy taxation and regulations. So let me emphasize once again that our localization strategy and consequently, the selection of individual sites, builds on multiple criteria for which we assess potential implications across the entire value chain. Let me give you a few examples. As I mentioned already, customer proximity from a commercial perspective is an important criterion. Supply chain resilience from an operational standpoint or capabilities availability are crucial parameters that we take into consideration when making decisions for localization. Implications arising from differences in energy prices, taxation and regulations are obviously also part of the debate and of the comprehensive assessment in our group-wide monitoring efforts. Coming back to your question and talking about the U.S., we deem the U.S. market as strategically important and see our business well positioned to deliver further growth across the three business sectors. Now moving into your very important question on globalization, most importantly, deglobalization. So you referred to the influence of deglobalization, decoupling and reassuring on geostrategic, meaning localization -- location decisions. As you know, we have successfully transformed Merck over recent years into a globally diversified science and technology company, which is, I believe, uniquely positioned in fast-growing markets. In our today's world, which is characterized by global disruptions, specifically in geopolitical tensions, but also macroeconomic uncertainties, will benefit more than ever before from this diversification through a strong financial backbone and great presence and portfolio diversification, customer diversification and geographies. Additionally, strategic foresight and scenario planning are important dimensions to resilience and deeply anchored in our strategic decision-making process. As a result, we see our company extremely resilient and solidly positioned to deal with challenges in a very effective way. Mr. Povel, you also asked about the implication on our location strategy. Let me tell you that localization was and will remain an important pillar of our strategy. As a global company, we will continue to serve our customers best by following this in region-for-region approach that I mentioned already, also to enhance the resilience of our supply chains. Finally, as common practice, we regularly assess, monitor and review our existing portfolio of operations from this risk return perspective. And of course, we adjust our strategy whenever we consider this necessary. Mr. Povel, you ask whether our resilience strategy, meaning regional production and supply in the three regions, EU, China and the U.S., could become a scale problem for Merck based on respective local customer demand? That means being too small to compete in this in any of the regions. Let me be very, very clear that already today, we are very strong and extremely resilient group. And this is the outcome of our strategic focus on international operations as a globally diversified science and technology company. With our worldwide multi-industry setup, we are already serving diverse attractive end markets with long-term growth drivers and are hence, less exposed to macroeconomic downturns. As a global player, we strongly believe in free trade. As I also mentioned during my introduction and the advantages of free trade for communities and for society, we also believe firmly on bilateral and multilateral cooperation. And we hope that common sense and citizens' interest will prevail so that we can operate in a free trade environment. At the same time, and in order to anticipate potential challenges to the supply chain, we continue to increase our supply resilience -- supply chain resilience further through operating with a globally diversified footprint. We believe that the U.S., China and Europe will remain the largest global markets, with attractive long-term drivers and that there is no global world without one or the other. That is why we have implemented our regionalization strategy over the last few years, on which we, as a global player, are delivering on. To be precised, in all three regions, we believe to have sufficient capacities in place to generate efficient growth, while we are always striving to expand our production network in full sync with our [indiscernible]. Mr. Povel, you also asked about our China engagement and potential risk due to increasing reservations of the Western world regarding China. Look, one excitedness generally leads to meet judgment and prevents a balanced strategy, which is urgently required when dealing with China. We, as Merck, has strong roots in the region and look back to a successful history of almost 90 years of presence in China. Today, we are deeply embedded in the local ecosystem with almost 5,000 -- sorry, 5,000 employees at 11 sites. Recent investments such as the 100 million expansion of single-use manufacturing in Wuxi are part of Merck's strategy to diversify our regional footprint in Asia Pacific, also in close alignment with the regional customer base. And this is part of our effort to enhance our public health infrastructure in China. As a global player, I insist, we strongly believe in free trade and the advantages for communities and society. We, indeed, believe on bilateral and multilateral cooperation, and we hope that common sense will prevail. At the same time, we will continue to increase our supply chain resilience and operates with a globally diversified footprint. U.S. and China, in our opinion, will remain the largest global markets, with attractive long-term drivers. And there is no global world without one or the other. Mr. Povel, you also referred to potential risks for Merck, associated with an escalation in the Taiwan conflict. Naturally, we are monitoring the geopolitical environment very closely. Strategic foresight is an important dimension of resilience and deeply anchored in our strategic decision-making process. In our group-wide scenario planning, we consider potential future states, what we call new realities, including different degrees of escalation with -- between the U.S. and China, in the spotlight of the conflict and Taiwan as a proxy. As a result, we have defined appropriate contingency plans, which include a combination of proactive and reactive mitigation measures. In doing so, we remain strong supporters of our in region, for region strategy and will follow this strategic path moving forward. Mr. Povel, you asked about our self-classifications in the discipline of digital products, digital work, digital processes and digital mindset. Merck actively works on digital transformation initiatives to best serve our patients, customers and partners by enhancing our operations, products and services. Regarding digital products, Merck is developing and offering various digital solutions to our customers all across our three business sectors, such as Addison, Athinia, Bio4C, Seimens, Synthia, Syntropy, et cetera, et cetera. On Digital Health, we emphasized launched-ready digital health solutions for our late Phase III assets, xevinapant and evobrutinib. In terms of digital work, Merck has been promoting a digital work culture that emphasizes collaboration, but also agility and innovation. The company has invested significantly and will keep in digital tools and platforms to facilitate remote work, virtual collaboration and global knowledge sharing across our employees. Regarding digital processes, Merck has been and we'll keep implementing digital technologies, such as automation, artificial intelligence and complex data analytics to optimize our business processes, to reduce cost and to improve general operational efficiency. These digitize processes enable Merck to respond more quickly to changing market conditions and to customer needs. Regarding our digital mindset, Merck has posted a culture of data, digital innovation and experimentation. We encourage our employees to explore new digital technologies and ideas and to challenge the status quo when we can do better. Merck also promotes a customer-centric approach to digital transformation, which involves the understanding of our customer needs and potential pain points and develop digital solution that actually address those needs. We have a dedicated data culture team, promoting and supporting the change of culture and mindset and skill set, which is also very important across the company. Overall, we are classified as a company actively embracing digital transformation across various disciplines, including digital products, digital work, digital processes and digital mindset. The company's digital initiatives aim to enhance our customers' experience, improve operational efficiency and drive innovation and growth. And with this, I'm going to hand it over to Marcus Kuhnert for the next question.

Marcus Kuhnert

executive
#20

Thank you very much, Belen. Mr. Povel, In your question, you were asking about increasing demands and stock keeping costs for 2022. And were asking what we do to optimize cash flow and the working capital. The increased price level due to the inflation development led, indeed, to an increase in purchasing costs and thus, an increase in the book value for raw materials, unfinished goods and operational substances in the stock. To compensate for the increased purchasing prices, Merck implemented price increases, passing on of price increases in the Life Science and Electronics business units, as a rule, more easily possible than enterprise regulated environment of the Healthcare business unit. To reduce the risks from interruptions in the supply chain, partly stocks were increased. The skills was an increased risk of a later need to depreciate the value if these stocks cannot further be processed or sold. Demand from supplies and services have grown as part of our business growth. For 2023, we're planning to optimize our cash flow management, in particular, in the area of net working capital. Our focus is there, especially on changing the dock assets, especially all other directly controllable elements of the operative cash flow are continuously being monitored Mr. Povel, you were asking about our acquisition and the financing strategy, in the case of larger M&A transaction. You mentioned the word, releveraging. For us, in fiscal 2023, we see financing leeway in the range of EUR 15 billion to EUR 20 billion for M&A activities. Besides the use of existing liquidity, we have some financing options available. It is likely that, like in the past, an M&A would be financed through loans from banks. And of course, we would make sure that we have a balanced profile of our obligations, with the possibility to use our strong operated cash flow to pay back that in the first 3 years. Mr. Povel, you commented that the book values of the business and company values based on acquisitions in the past concert compared to the equity of the company are high, and you were asking about the impairment and risk. As justly stated, the business company values in the annual statement are rather high. The value reduction risk has been considered limited in the past. In this context, we refer especially on the sensitivity analysis of the three significant assets for the impairment test, long-term growth rate after taxes and net payment streams. But it must be considered that, currently, very dynamic macroeconomic environment with increased interest rates, supply chain bottlenecks and economic risk compared to the previous year would certainly lead to an increase of impairment risks for business and company values, but also for other assets. We are monitoring this development and any indicator for impairment very closely. How possible impairments will affect the stock price of Merck is something that we can hard -- can be difficult to evaluate, but it might refer or might depend on the magnitude of the impairment, the reason of the impairment and the market expectations. Mr. Povel, you were asking about our dividend policy, especially against the background of a lower stock price development. As you know, we pursue a sustainable policy. The current dividend represents a stable development of -- based on a possible -- stable development of the business environment, it provides the basis for future dividends. It also refers to the development of the profit of the company. We aim at a target corridor of 20% to 25% of the profit per share before. We have ambitious growth goals, and larger acquisitions are not excluded for the next few years. To do that, we need financial flexibility. Still, we propose a dividend of EUR 2.20 per share for fiscal 2022. This proposal is at 21.9% of the result per share pre in the mid of the corridor and corresponds to a significant increase of 19% versus the previous fiscal. The previous year dividend is meant to be the basic value for the years to come. So it's a kind of obligation that we want to live up to in the future.

Unknown Executive

executive
#21

Mr. Povel, you asked for our assessment and for the management of the risk of pension provisions, in view of increasing interest. Increasing interest also affect the amount of the pensions and also the assets made -- provided for that. To other receivables or the liable for pensions are settled, and the risk liabilities for pensions lead to payments only in the future. The higher the interest, the lower the pension liability. For the pension assets, on the other hand, increasing interest resulted in the lower assets since bonds and the market value will decrease and shares react negatively to increasing interest. We noticed this at Merck in 2022, the liabilities due to the raise interest fell from EUR 6 billion to EUR 4.3 billion. However, the pension assets went down from EUR 3.6 billion to EUR 2.6 billion. As a result, the provisions for pensions fall from EUR 3 billion to EUR 1.7 billion. Increasing interest resulted Merck for a reduction of the pension provisions, and both have a positive effect. If interests are to fall in the future, pension provisions can then also be increased due to the long term of these liabilities and to the relative low amount, EUR 1.7 billion. The financing risk for Merck is to be assessed quite low. Dear Mr. Povel, you asked how we tackle the challenges of FX volatility. We can't make any statement on the amount of the FX effects in this year because there are so many factors affecting them. Based on today's courses, however, prices -- the FX changes would have a negative effect on our results. We are following a proactive hedging strategy in order to safeguard against the volatility of [indiscernible]. With our FX strategy, we want to limit these losses to our expected 12-month cash flow in cash at risk to maximum 5% compared to the previous year. The implementation of such strategy is done by 3, so-called layers with initial hedging corridor and trigger points to safeguard -- to safe it up to 90%, even we consider natural recovery effects within our portfolio, for example, currencies where we are short on. In Layer 1, we're hedging 20% of our risk via future deals with 2 days to 12 months with U.S. dollar, Korean won, Japanese yen and to Taiwan dollar. And Layer 2, more 20%, especially are secured by options in U.S. dollar and Chinese renminbi, again, with due times of 12 months. Depending on the development of the FX causes, the hedging ratios can be increasing in course of year of Layer 3 up to 90%, in order to reach our target to limit the cash at risk to 5% compared to last year. Currently, about 50% of our expected cash flow and foreign currency are hedged for the next 12 months. Mr. Povel you asked for the beginning of the big 3 for Merck and whether the market understands and honors this. The Big 3 include our Process Solutions, our Life Science Services business units and Life Science business sector and new products in our health care business and Semiconductor Solutions. The Big 3 is sent for about 80% of the growth -- sales growth in the next years. And therefore, the logically, the focus of our investment policy of our company. They are the main contributors for our sales growth. Correspondingly, we expect that our focusing on the Big 3 midterm would be honored by the capital market. You were also asking for the purpose of diversification of the Merck Group, the 3-pillar strategy. In other words, the diversification of Merck, of course, increases its complexity for investors who only want to invest in one industry or one investment style. This seems to be unfavorable for us. However, it offers additional financial flexibility. Over the past, this was recommended itself in crisis tim. In times of crisis, we've seen that in some areas we had got good results. Condition for good results as a diversified company however, is a clever management of the different areas. And of the cost to buy actively -- active portfolio management affected for capital allocation within the group. As I've said above, at the example of the Big 3, so mainly -- main investments into the Big 3, and preventing cross subsidies of underperforming units, especially for our long-term investments. This means that the resulting resilience of our company offers benefits. And therefore, I hand over to Mr. Guenter.

Peter Guenter

executive
#22

Well, you asked what will drive the sustainable growth of our drug, Bavencio, in cancer; and Mavenclad, in multiple sclerosis. We expect both drugs to continue showing growth in the near-term future and in line with the life cycle stage of the products. For Bavencio, the growth will be primarily driven by an increased usage of Bavencio, as first-line maintenance treatment for advanced urothelial carcinoma. This is a field in which Bavencio became the standard of care. For Mavenclad, we also see an extended usage in the already approved indication in the field of relapsing MS as more and more physicians see the benefits of Mavenclad. This is also driven by the study results related to Mavenclad, which we presented during major congresses in 2022, such as ACTRIMS AAN and ACTRIMS related to quality of life, safety and efficacy. Dear Mr. Povel, you asked if our R&D investments can secure a sustainable delivery of new blockbuster products. In the near term, we expect potential major approvals with our pipeline products, evobrutinib, in the field of MS; and with xevinapant, in the field of oncology. Both products are in the final registrational studies and could become blockbuster drugs once approved. As part of our ongoing R&D transformation, we aim to launch one major new health care product or indication every 1.5 years on average. To achieve this, we will also selectively use external innovation by applying targeted licensing. Especially in the oncology field of the so-called DNA repair mechanism space and with ADC products, we believe to be very well positioned. Dear Mr. Povel, you asked for the patent expiry days for major health care products. Regarding xevinapant, the regular 20-year patent term will expire in April 2028. We expect to obtain patent term extensions by up to 5 years in the major markets, such as the U.S. and EU, up to April 2033, maximum. For Mavenclad, in the EU, we generally have protection via data exclusivity until August 22, 2027. The basic patent protection is until December 20, 2025, but will be prolonged via patent term extension in 18 European countries until 2030. The 18 countries are Austria, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Spain, France, Greece, Iceland, Italy, Lithuania, Luxembourg, Latvia, Sweden, Slovenia, Slovakia and Switzerland. Further, on Mavenclad in the U.S., we have patent protection until October 16, 2026. Regarding evobrutinib, the regular 20-year term of the compound patent will expire in June 2032. We expect to obtain patent term extensions of up to 5 years in major markets like the U.S. or the EU, which will extend the protection until 2037. For Bavencio, the regular 20-year term of the compound patent will expire in November 22. Dear Mr. Povel, you asked about insights to the health care R&D pipeline. Our health care R&D pipeline is very strong. Today, we have multiple clinical development programs underway, with potential first-in-class or best-in-class assets such as xevinapant, evobrutinib and enpatoran next-generation ADCs and our DDR portfolio. These assets have the transformative potential to deliver significant long-term growth. Mr. Povel, you asked for the chances of new approvals for our development pipeline in current Phases I, II and III. With our pipeline products, evobrutinib and xevinapant, which are both in the clinical Phase III, we do have a near-term opportunity to launch new leading drugs in their respective fields. Typically, chances of approval in this late-stage development are above 50%. We also feel well positioned in the field of the so-called DNA repair mechanism currently in Phase II as well as with ADC products currently in Phase I. At the same time, we will continue to look for external partnering opportunities to selectively strengthen our development portfolio across the clinical stages. Mr. Povel, you asked about the sustainability of our R&D pipeline and how we can cope with potential shortfalls. With our pipeline products, evobrutinib and xevinapant, which are both in the clinical stage Phase III, we do have a near-term opportunity to launch new leading drugs in their respective fields. We also feel well positioned in the field of the so-called DNA repair mechanism, currently in Phase II, as well as with the ADC products, as mentioned, currently in Phase I. At the same time, we will continue to look for external partnering opportunities to selectively strengthen our development portfolio across the clinical stages. To sustain growth and create even higher value over the long term, we aim to double our R&D productivity and plan to launch a new drug or major indication on average every 1.5 years. To achieve this, we will build on our established expertise in the underlying biology of our focused therapeutic areas of oncology, neurology and immunology and leverage technological capabilities. We expect to maintain the output of our internal discovery engine, with more than 50% of future launches resulting from external co-development partnerships and strategic in-licensing of assets for further in-house development. We will remain the focus on therapeutic areas and market segments where we can really make a difference. By building on our existing strengths and maximizing synergies within our in-house discovered pipeline, and with external assets, we will secure sustainable R&D productivity that leads to innovative medicines for patients in need. And with that, I would pass on the word to Kai Beckmann.

Kai Beckmann

executive
#23

[indiscernible], against the backdrop of an article from yesterday about alleged export restrictions to China for chemical semiconductors, you were asking whether the [ Pitman ] model might be a Merck model. I ask for your understanding, we generally do not comment on rumors and speculations, and we see the article released yesterday as such. I hand over to Mr. Buchele.

Wolfgang Büchele

executive
#24

[indiscernible], you were asking about the reasons against an in-person or a hybrid AGM. We see fundamental advantages in the virtual format of the AGM. The legislator has extended significantly the rights of shareholders in virtual AGMs and format of the virtual AGM has been made very close to in-person AGMs. Just like conventional in-person AGMs, virtual AGMs, as defined by the new format, allow for direct interaction between shareholders and management during the AGM through live contributions by the shareholders. [indiscernible], AGM and a hybrid format is in our opinion, affected with technical disadvantages and some legal uncertainties as opposed to a purely virtual format or an in-person format, the hybrid format does not offer any real advantages. Besides that, it corresponds to the actual practice of other companies that are member of the DAX to not hold AGMs in a hybrid format. Mr. Povel, you were asking whether the pensions for the members of the Board are comparable to market values. In accordance with our company format, committed company on shares, it's not the Board, but the Executive Board who are personally liable partners who conduct the business. So we refer your question at all further questions regarding the compensation of the Board to the compensation of our Executive Board. As is the practice in DAX companies, it's a contribution -- the valuable -- the value of the company pension is monitored as part of the regular monitoring of the compensation of the members of the Executive Board. The height of the annual contribution for pension follows what is usual practice and DAX compared to other DAX companies, the amounts for the chairperson is in the median and comparable to the market. For the moment, Mr. Povel, you were asking whether individual compensation elements or the total compensation of the Executive Board are comparable to values in the market. The HR committee takes into account the comparative groups described in the compensation report and the support of an independent consultation company. They check regularly if these -- you have to take into account that the position of the members of the Executive Board as personally liable partners explain a different compensation and heightened structure. The target compensation of the chip of the Executive Board, last time it was monitored for fiscal 2022 was in the basis -- based on the size positioning of Merck derived market usual bandwidth of DAX in a conventional comparison, the target compensation of the Chair of the Executive Board was at the bottom edge of comparable market values. Mr. Povel, you were asking whether the share of ESG goes accounts for more than 20% of the variable target compensation of the Executive Board. The compensation system foresees a relevant ESG KPS both in the profit sharing, but also in the long-term incentive plan. ESG is reflected in all variable compensation parts. ESG criteria can have an impact on both variable compensation elements of plus, minus 20% on the payout amount. Accordingly, the share of the ESG after variable target compensation is higher than 20%. I hand over to Mr. Heinzel. Sorry, I hear Mr. Heinzel has no more questions. So Belen Garijo, please?

Belén Garijo López

executive
#25

Thank you. So Mr. Povel, you also asked about our 3 sector business model and the constitution from the risk return perspective. So what I can say about this is that in today's world, highly characterized by global disruptions and macroeconomic uncertainties, we see our resilient setup as a strong asset with great and tangible benefits resulting from Merck's diversification strategy. All our 3 businesses operate in global markets with long-term growth drivers while we successfully posted technologies in global markets with long-term growth drivers while -- sorry, while we successfully posted technology as change across sectors. Bioconvergence is one example to mention. This allows us to deliver efficient growth, margins and cash flow and builds a strong financial position from which we benefit in multiple ways. Mr. Povel, you asked about ideal benchmarks for our 3 business sectors and their performance in the market. We steer our business based on 3 major KPIs. This includes net sales, EBITDA pre and operating cash flow. For each of our sectors, we monitor relevant peers closely whom we benchmark our performance against. To give you a few examples, in Life Science a major peer is Danaher, in healthcare peers like Bayer and in electronics companies like DuPont. A comparison across the KPIs shows that we have a very competitive positioning across relevant peers in the 3 sectors, which naturally is different and diverse by sector and KPI. In summary, we performed differently in the quintiles based on the respective defined market and KPIs and we managed the group as a portfolio of Individual Science and Technology business by ensuring appropriate composition of [ road ] candidates and cash contributors. Mr. Povel, your question refers to the optimal capital allocation for our 3 business sectors. Part of this, I have already addressed in previous questions but I will emphasize that our investment strategy is based on a systematic and very rigorous portfolio management and capital allocation process. The capital allocation strategy aims at prioritizing investment in businesses with the most promising growth and value creation potential. And once again, this is what we call the Big 3. In this context, M&A stays a very important driver of our long-term value creation strategy. And here, the main focus on our Big 3 innovation-driven technologies in highly attractive end markets to accelerate growth while we are, of course, willing to potentially invest in other attractive areas if suitable opportunities are identified. In Life Science, we see ample opportunities for inorganic growth. And given the highly attractive markets we play in, as I mentioned before, we consider transactions across all sizes. In Electronics, our focus is in novel technologies in the semiconductor space. And in healthcare, we continue to actively look at in-licensing and potentially a smaller acquisition to bring optionality to our pipeline. We are scouting for opportunities on an ongoing basis, and this allows us to eventually accelerate our baseline growth and create additional financial values for all stakeholders. Once again, I will repeat that acquisitions are being considered on a global basis. With this, I hand back to Mr. Buchele. Is there are any questions left?

Wolfgang Büchele

executive
#26

I do not have any further open questions, which means that all questions by Mr. Povel should have been answered now. But in the meantime, I received another request for the floor by Mr. Kienle. He wants to raise a point -- a motion on a point of order. So I would briefly interrupt answering questions and give the floor to you, Mr. Kienle.

Markus Kienle

shareholder
#27

Thank you very much, Mr. Buchele. I did not raise a motion on a point of order. I requested the floor further. So please decide whether you want to continue with answering your questions or let me speak now.

Wolfgang Büchele

executive
#28

In that case, Mr. Kienle, since you're already live, I'd like to ask you to speak because in the event that you have further question, it will give us the opportunity to answer them.

Markus Kienle

shareholder
#29

First of all, Mr. Buchele, I need to state that the technical system you use, and I wish the gable here is to put it mildly very complex. It seems to work in such a way that you have 2 technical systems run in parallel. One, a system if somebody wants to speak and one for the case that somebody just wants to follow the AGM. There's a disadvantage, at least in my case, not sure the others speakers had the same problem. So after you made your speech and the Zoom reminded me to log in to the investor portal again with the log in, with the access data, name, first name, e-mail address, everything, you name it. You can't be serious. A technical system like that is horrible during the 3 -- 4 years of virtual AGM, I've never seen anything like that. If you'd included some interactive elements last year, you might have learned how to do it better this year. And I'm not sure if this is a problem you have or the service provider for the AGM. But if you want to know how to do it properly and frankly, then ask colleagues at the [indiscernible] They did a great job, and they did not cause these problems. That was my first point. And I have to state very clearly really, really not me considerably. I find it hardly understandable that it takes you approximately 30 minutes to prepare to answer questions. Why not? Because the company asked me to handle my questions beforehand which I believe makes sense, it gives the management time -- lead time to research more complex questions and to include that in the answer. And I believe that at least most of the other speakers did that too, but now before you start a round of answers interrupt for another half hour is something that I cannot understand given the background of what I just said. And then I have to say that the impression that you gave after time pressure on the AGM does not correspond to fact. You pointed out that there's a large number of requests for the floor so that you should limit yourself towards most essential context that the AGM needs to be held properly. But there were just 4 requests for the floor, which is actually shamingly low. There were only a few explanations. One is that nobody is interested in Merck or that the AGM format failed. I believe it's the latter. The virtual AGM format simply and plainly seems to be less than ideal and seems not to be in the best interest of the shareholders. And one last point, while I was in the so-called waiting area, I can -- Ms. Garijo and Mr. Guenter, I can hear what they say on the -- in English. I'm not that good in English that I would say that I properly understood the answers to these questions. I believe that since this is a German company, and I hold shares in the German company catered in Germany where the negotiation language and the official language is in German, the lack of the ability to fluently speak and understand English might be considered as some as a lack in education. I can live with that, but at the same time, I'd like to say that the questions I ask will be answered in the language that I can at least understand. Thank you for your attention.

Unknown Executive

executive
#30

Thank you very much, Mr. Kienle. We will get back to your comments, but now we will continue with our answers, and we continue with answering Ms. Kostyniuk questions. Belen?

Belén Garijo López

executive
#31

Thank you, [indiscernible]. If we can leverage opportunities wherever relevant and I can assure you that based on our group-wide results-driven culture dedicated to profitable growth, we always consider and make use of opportunities when they arise to increase efficiencies or accelerate our target achievements. And this requires a good balance between being disciplined with our strategy, but also not being dogmatic when it comes to evaluating our potential business opportunities that may bring business value and on the basis of a business case that is positive. So we have that right balance. Dear Ms. Kostyniuk, you asked what meaning Merck attached to the targeted resilience? First of all, for 355 years and 13 generations, resilience has always helped our company to navigate through many words, recessions and geopolitical conflicts. From an economic or business view, we define resilience on 3 dimensions: first, institutional resilience, this is related to operating model and organizational structures, systems, technologies, teams and mindset that allows you to anticipate a crisis, not only just to respond to it. We at Merck have raised leadership expectations, empowered our teams and encourage everyone to constantly anticipate and whenever is necessary to challenge the status quo. Organization that can build this style of culture-led institutional resilience. Should we change not only as a threat but also as a tremendous opportunity to deliver better results and more value for our shareholders and investors and owners. Secondly, there is financial resilience. True value creation becomes possible when everybody shares a disciplined approach to capital allocation. A common strategy for efficient targeted growth can also help and lock capital so that you can further accelerate your innovation pipeline. In addition, we link financial resilience to delivering upon our sustainability strategy. And third and importantly, there is reputational resilience, and this requires a commitment to strive for something that is bigger than yourself. Your purpose must reflect the aspirations of the customers that we serve and the society that we are part of and for over 355 years, our company, your company, has never stopped reinventing itself and this history of reinvention will continue in the years and decades to come. Our institutional, financial and reputational resilience is giving us the encouragement to ensure that we continue our business in future, even stronger than today for the benefit of our owners and other shareholders. And now with this, I hand it over to Peter Guenter.

Peter Guenter

executive
#32

Yes. Thank you, Belen. Mrs. [ Kostyniuk ], you asked a question on R&D transformation and our plans to increase productivity in R&D as Mr. Povel also did it. So as I mentioned before, in 2022 was a very successful year for healthcare, driven predominantly by the launches, but also very importantly, the growth of our more established products such as the CM&E franchise and the fertility franchise. Apart, our pipeline is very strong. Today, we have multiple clinical development programs underway with potential first-in-class drugs or best-in-class assets. As mentioned before, we are talking about products such as xevinapant, evobrutinib, enpatoran, our next-generation antibody drug conjugates and the DDR portfolio. We truly believe that these assets have the transformative potential to deliver significant long-term growth. Now to further sustain growth and create even higher value over the long term, we indeed announced a transformation of R&D and healthcare with the aim of bringing more patients -- more medicines to more patients faster. Following this vision, we aim to double the R&D productivity and plan to launch a new drug or major indication on average every 1.5 years while keeping our R&D spending roughly at the same level. We will build on our established expertise in our focused therapeutic areas and leverage our technological capabilities. We expect to maintain the output of our internal discovery engine with more than 50% of future launches resulting from external co-development partnerships and strategic in-licensing. By building on our existing strengths and maximizing synergies within our in-house discovered pipeline and with external assets, we will secure indeed sustainable R&D productivity that leads to innovative medicines for patients in need. For all required decisions, we consider country-specific advantages and also the regulatory environment. For the next question, I will hand it back to Belen Garijo.

Belén Garijo López

executive
#33

Thank you, Peter. Ms. [ Kostyniuk ], you have asked if the German government has requested Merck to contribute to a German initiative to reduce supply shortages of medicines as they have been observed in scenarios. As Merck, we were able to keep our supply reliability stable despite the recent supply interruptions that have been seen in other industries. We have been in constant exchange with the German government on different topics, both on national but also at regional level. And the topic of supply security is a topic which is mainly taken care of by the German Association of Research-based Pharmaceutical Companies, of which we are a member as well. Currently, we have not received such a concrete request from the German government, reflecting that our medicines are rightly supplied. Ms. [ Kostyniuk ], you referred to a newspaper article in the German Handelsblatt, which concluded that some pharma companies in Germany see the danger of the German market to lose attractiveness driven by mandatory rebates and price restrictions. You ask about our position in this regard. We agree that the most recent price reductions enforced by the so-called mandatory rebates had a very negative impact on the potential of innovation in the German pharmaceutical market. What is equally important is the general business environment from a regulation perspective, which is making it challenging to run our research and development activities as required. We see also competitors have chosen to locate major R&D activities in other countries. And the recent years have shown how important it is to operate in the right ecosystem to be able to further develop our innovation and most importantly, an ecosystem that rewards that innovation. Having said this, we will continue to be -- as a global company, we will continue to be definitely present in our global headquarters in Darmstadt, and we'll continue to invest in Germany. We are in constant dialogue with the German government to be able to improve the situation and make sure we don't compromise on future innovation in the German market. And with this, I want to hand it to Kai Beckmann.

Kai Beckmann

executive
#34

Ms. [ Kostyniuk ], you were asking, whether the semiconductor development in the future would be driven forward even further, whether we want to do that and which goes to ourselves until 2025. The Semiconductor Solutions business unit is the largest carrier of turnover in the Electronics business unit. It's one of the big 3 growth drivers of Merck. It benefits not only from but also enables with the products and services to make a trend of digitization like into things, big data and artificial intelligence. With our growth program, level up, we invest further in extending our production capacity and our R&D activities, in particular in the area of semiconductors. And periods between 2021 until 2025 in close coordination with the requirements of our customers, we want to invest more than EUR 3 billion, which means doubling the amount spent in the previous 5-year period, and I return to Belen Garijo.

Belén Garijo López

executive
#35

Thank you, Kai, Ms. [ Kostyniuk ], you asked for planned measures to retain well skilled employees who are affected by planned job reductions in Darmstadt. Together with our [indiscernible] council, we have reached an agreement for the employees in Darmstadt that would be in the scope of our current transformation and our primary goal is to offer those employees affected continued employment opportunities within the company. We are respectful of the agreement that we signed with the unions. We leverage our internal job placement platform that has been well established at Merck to re-skill and re-deploy potentially affected employees to other positions. The exclusion of operational redundancies until the end of 2025, as I mentioned already, is still, of course, valid. Overall, we continue to aim to retain and invest in our employees. Ms. [ Kostyniuk ], you inquired about what is the share of disabled employees in Germany. And for 2022, the rate for disabled employees was at almost 5%, precisely 4.9%. In general, we continue to strive for an inclusive environment for employees, customers and visitors and this includes, for example, investment into our sites and buildings. Furthermore, we conduct inclusive leadership trainings and offer employee networks for disabled employees globally. In Germany, we have signed an inclusion agreement to generally strengthen inclusion of disabled people. We offer a start into apprenticeship program for young disabled people and young people with chronic diseases, and we engage into close company initiatives in the industry. And with this, I want to hand back to Mr. Buchele.

Wolfgang Büchele

executive
#36

Ms. [ Kostyniuk ], you ask whether there's a use case of the malus and clawback rule according to the compensation system and whether there have been revisions of those rules. The conversation is some with the corresponding malus and clawback rules came into force on January 1, 2021. Since then, there have been no use cases nor any revisions of the rules. The members of our Executive Board, regardless of the compensation system unlike as Board members of stock cooperations are not simply employed members of the body. Each member of our Executive Board is personally liable with this private assets. Currently, the compensation system is reviewed for potential need for adoption. A revised compensation system will be submitted to the shareholders as late as in 2025 at the AGM for approval. I'll hand back to Ms. Garijo.

Belén Garijo López

executive
#37

You were asking how Merck deals with pollution rights. And by this, probably you were referencing the EU emission trading scheme. So with power plants at the Darmstadt and [ gen ] sites in Germany, Merck is covered by the EU emission trading scheme. In the first 2 trading periods up until 2012, Merck got a benefit from free emission rights. In the third trading period lasting until 2020, new allocation rules were implemented and Merck has still got a benefit from free emission rights, but had to purchase first, additional certificates. By now, the allocation rules for the fourth period expanding the years '21 to 2030 have been established. A first application for free allocation of emission rights until 2025 has been submitted. A purchase of additional certificates will remain necessary in the coming years. However, through the ISO 50001 certification of their respective sites as well as our corporate climate targets, we continuously work towards improving energy efficiency and reducing energy consumption, therefore, reducing the need for emission certificates.

Wolfgang Büchele

executive
#38

[Foreign Language] Ladies and gentleman, we'll come back to Mr. Povel because now we've got the answers of his previous questions. Mr. Povel, you asked whether ESG is considered as an approach in the target agreement of our members. Sustainable development and profitable growth go hand-in-hand. We can only remain competitive if we create an added value for society. Therefore, sustainability is clearly anchored in the conversation. The sustainability targets can be seen during setting the factor -- the compensation factor since the fiscal year 2022. In addition, as I said, relative factor was introduced and belong to incentive plan. I'll hand over to Belen Garijo.

Belén Garijo López

executive
#39

Thank you very much. Dear Mr. Povel, I am going to address questions 38, 40, 42 and 43, which remain to be answered starting at 38. So dear Mr. Povel, you were asking about the opportunities, risks and costs that come with sustainability. For us, it is clear that sustainable entrepreneurship and profitable growth are not mutually exclusive, but rather mutually dependent. That is why we embedded sustainability as a firm element of our enterprise strategy. In terms of opportunities, we see a rising demand for alternatives, more sustainable solutions and technologies. By early anticipating the fields where we can make a difference and contribute to the sustainability goals of our customers, we can establish Merck as a supplier of choice. To manage risks and costs, we embedded sustainability aspects into our risk management processes as well as investment decisions. Risk, for example, could arise from rising energy costs as we have seen happening in the recent months. Beyond this, we want to emphasize that there is no clear border between sustainability-related and not sustainability-related costs, as in most cases, investments into sustainability and investment into business resilience, operational process enhancements. One example for a specific investment into sustainability is the addition of the fourth purification unit in our waste water treatment plant in Darmstadt, increasing water quality beyond what is legally required. Another example, our investment into our electronics facility in hometown in the U.S., where we produce specialty gases for the semiconductor industry and are now installing a specific abatement technology to reduce a significant part of Merck's process-related greenhouse gas emissions. Moving into #40. Dear Mr. Povel, you also were asking if the EU taxonomy would be a location disadvantage. Merck is in support of the EU efforts to promote sustainable activity and investment. The EU taxonomy is a very complex reporting regime that requires EU companies to collect and analyze a vast amount of data in order to be able to fulfill the corresponding reporting obligations. As such, it represents an additional effort that companies in other jurisdiction do not have to undertake. It will be important that investors correctly interpret the EU taxonomy reporting and that there will be similar reporting requirements also in other jurisdictions, so that investors have a comparable basis for their own decision-making. Now back to 42. So moving into question #42, Dear Mr. Povel, you were interested in learning how Merck uses our innovation potential to position ESG as a business case instead of a period regulatory requirement. As I said already, we clearly see an opportunity in establishing Merck as a preferred supplier by early anticipating the fields where we can make a difference and contribute to the sustainability goals of our customers. One example from our electronics business sector, in 2022, we established a partnership with one of our customers to develop and eventually produce gas solutions with low global warming potential and that these are currently in a practical testing phase. I mentioned that already in my introduction. Another example for the Life Science sector, we are leveraging our expertise to provide fit for purpose, bioprocessing products and services for culture meat production. We are working on innovation projects to address specific technology challenges such as the cell culture media and bioreactors designs that are cost-effective and suitable for this emerging field. Moving into question #43, dear Mr. Povel, you also ask how Merck can be more efficient, even more efficiently communicating ESG as a competitive advantage in the market to create enhanced shareholder value. Sustainability as a value driver is already an important element in our interactions with customers and investors. And I can tell you I do focused ESG discussions with investors. An example from our customer-oriented communication is our web-based tool, DOZN that enables our customers to evaluate various products and processes for sustainability improvements and thus make more ecologically sustainable choices. In 2022, we counted approximately 1,500 users of this web-based tool from 60 countries. We also use supply chain ratings such as EcoVadis to inform our customers about our own ESG performance. In 2023, the EcoVadis assessment -- as part of the EcoVadis assessment, we were awarded the gold recognition level and were thus among the top 3% of all participating companies. By integrating sustainability into our research and development processes as well as by assessing sustainability impact of our products, we are continuously improving the data foundation for communicating on the impact that we make with our sustainability -- with our sustainability initiatives. Thank you very much. I think this closes the questions from Mr. Povel.

Wolfgang Büchele

executive
#40

Thank you very much. Now all the questions from Mr. Povel has been answered. I will move on to the question of Mr. Kienle. Mr. Kienle, you asked why the AGM doesn't take place in person. As I've already said in the answer to the question of Mr. Povel, we see benefits in the virtual format of the AGM. The format of the AGM has come very close to in-person meetings and allows just like the conventional in-person AGM, the direct interaction between shareholders and management during the AGM by means of live contributions of the shareholders. You also asked what health hazards the shareholders should be protected. The preparation of AGM naturally takes a certain lead time. At the time when we were deciding about the way of the AGM to held, at that time the development of COVID-19 pandemic has not -- was not safe. We couldn't -- and we couldn't foresee safely. Therefore, in this respect, the virtual format was a safer choice for this year's Annual General Meeting. Mr. Kienle, you asked why Supervisory Board meetings take place in presence, whereas the AGM takes place virtually? And whether the AGM is less important or decides among less important matters. As I've already said, we see principal benefits in the virtual format of the AGM, especially -- this includes especially the easier participation for shareholders -- for minority shareholders. And for shareholders who cannot travel here or for which format is a large effort. Along with it, sustainability aspects like saving energy cost and health protection of our shareholders and employees, [indiscernible]. These benefits cannot be transferred in the same measure to Supervisory Board meetings. Therefore, in our opinion, there is no contradiction in the value. AGMs are not less important, and they do not decide on less important matters than meetings of Supervisory Board. But by nature, they have a different structure than meetings of Supervisory Board. Mr. Kienle, you also asked for the planned costs for this year's AGM and the costs that would have occurred, what occurred in the case of an in-person AGM. Well, for the current year, we estimate that we have cost of around -- overall cost of around EUR 500,000. The last in-person AGM in 2019, before the COVID pandemic cost around EUR 1 million. Looking at the general price increase since then to 2019 and in-person AGM today, undoubtedly, would have been even more expensive. Mr. Kienle, you asked after the ratio of agreements in the Executive Board and the Supervisory Board for the virtual AGM. The decision for doing the AGM virtually was taken unanimously both in the Executive as in the Supervisory Board. Mr. Kienle, you asked for the future content of the virtual AGM with respect to the aspects which you mentioned, limitation to a limited emergency situations, possible interaction of the AGM and others. For the -- AGM, for us, the comprehensive rights of the shareholders play an important role. The legislator has formally structured both ways alike. Therefore, the scope application of virtual AGM, we don't see that it's limited to crisis and emergency situation. The decision about the format of the meeting, will be taken individually after technical -- after good arguments. And in the future, we'll also try to consider the needs of our shareholders and also target future targets towards them. Mr. Kienle, you asked why the company doesn't use the opportunity to tighten the debt measure? We understand your question, that you referred to refer to the rule, which has been created by the legislator to include in the Articles of Association as stricter deleveraging order to exclude objectives due to technical problems. With regard to this new virtual format of the main of the AGM in order to ensure legal safety, we do not use this rule. You asked why the virtual AGM is not completely attractive. Just like the conventional in-person AGM, this year's virtual AGM enables, after the new format created by the legislator, the direct interaction between shareholders and management during the meeting via video communication. The management sees the live contribution of shareholders and their questions at the AGM, regards it as a good and an instrument that strengthens the immediate interaction between management and shareholders. Basically, you asked about the decision in favor of the virtual AGM as a regular format for the 2 years -- next few years has already been decided. The decision on the format of our meeting will be taken individually for each AGM considering the interest of the Group and the shareholders. This means currently, it has not been defined which format the Group will take for future AGMs. I now hand over to Marcus Kuhnert.

Marcus Kuhnert

executive
#41

Thank you very much, Mr. Buchele. My dear Mr. Kienle, you asked for the Chinese proportion from a sales and the sale proportion of China in 2022 was 40% of the entire sales of the Group, which is EUR 3.2 billion. Please understand that result contribution of individual countries, we do not publish. And secondly, as for our business strategy in China, considering the requirement of the new supply chain due to Law Act. The requirements from this law were already fulfilled in 2022. We integrate them in our processes, among others. Our supply cut of conduct was updated and our existing [indiscernible] for supplies was adopted and extended. On this background, we are continuing to plan to invest in China and to cooperate in China as reliable partners. You asked for the average margin of our China business. Here, the same applies like for the contributions to the profit. Please understand that we will not publish these figures for individual countries. Mr. Kienle, you asked for the reasons why the result growth in healthcare is weaker than for Life Sciences and Electronics. The indicator EBIT, which means earnings before interest tax includes effects like restructuring efforts and impairments on assets, which in healthcare compared to the other 2 sectors, were stronger last year. If you look at our maintenance during indicated EBITDA pre, which means adjusted by special effects, the result of healthcare organically grew by 3.3%. And now it's between the Life Science area with an organic growth of 9.7% and the Electronics sector, which has an organic decline of 7.3%. Mr. Kienle, you're asking what we do against the decline of sales in Display Solutions. Display Solutions for several years has been characterized by a decline of liquid crystal business. The business you're going to have invest in future deals like all aid materials or our eyrise smart window technology. Currently, we assume that our Display business in mid-term will contribute -- will come back to growth. Mr. Kienle, you asked whether for the company's chemicals and Erbi Biosystems port in 2022. Preliminary purchase price location is in place. You also asked for the case that you have this allocation, how much it is. Preliminary purchase price allocation is not available currently for these 2 companies. According to the rules of the IFRS 3 of company fusions Merck as the purchase of these companies has up to 12 months' time after the purchase to actually conclude the purchase price allocation. Within this -- the current year, Merck will have set up a purchase price allocation and then provide the relevant information in the business report of 2023. Mr. Kienle, you asked for the sales and profit contribution of Exelead since it was taken over on the 22nd of February 2022. Exelead included in the financial statement of the Group between the 22nd February and 31st of December 2022. Exelead contribute with these values that you mentioned to the sales and to the profit of the Group. According to IFRS 3, theoretical sales and profit indicators must be published, which effective consolidation is already assumed by the first of January of the year. This means that in addition to the values that are included in the financial statement from February 22 to 31st of January, we have to add the period from January 1 to 21 of February 2022. This short period of around 7 weeks, the theoretical additional sales contribution of EUR 9 million and an additional negative contribution to the profit of EUR 2 million would have been resulted. Mr. Kienle, you asked for the takeover moment of Exelead, it was 22nd of February last year. Today, we have fulfilled all the conditions for the transfer. Mr. Kienle, you asked what yields Merck is planning for the acquisition of Exelead on the U.S. capital. Like for the M&A transaction -- for Exelead transaction, we consider -- we have added certain KPIs. The investment and value management configures looked at here include, among others, the capital value, returns at the interest rate and the yield on used capital and the amortization period. Exelead has fulfilled all the investment category, including the expected return on capital employed. On other more transactions related details, we don't comment. Mr. Kienle, you were right to say that in the framework of the impairment test of the business or company value of the healthcare business sector, a growth rate of 0.0% has been applied. You were asking about long term in this area, we don't expect any growth and not even the inflation would be folded to the market. We expect also in healthcare, long-term positive growth, and we assume that in the regulatory framework, price increases can be pushed through. Even though if we've said before, to a lower extent than for in the other 2 business sectors. The use of a growth rate of 0% for the derivation of the internal rent in healthcare is based on the IRS -- accounting center IRS at healthcare, the so-called use value was used, which considers expansion investments and also the expected profit contribution from our -- which prohibits these things. And due to this in the framework of the impairment as we used a growth rate of 0%. This is in line with the practice of other companies in our industry, in the pharma industry. Mr. Kienle you asked why the capitalization, interest rate at healthcare segment is way below the other 2 segments. We assume that your question relates to the capitalization since that's used in the impairment test, which we have disclosed in the attachment of the Group. The capitalization interest rates used in health care due to the use better factor and the credit so-called credit spread was way under those of life science and electronics, the better factor derives in general, from a group of comparing companies that of health care from a group of comparable companies from the pharma industry. Since the better factors both as the so-called credit spread of the company in the pharma industry is substantially lower than those of the comparable companies in life sciences and electronics. As a result, we had a lower discounting factor. Mr. Kienle, you asked why despite the increased capitalization interest used on impairment tests and Life Science electronics. Compared to the previous year, no depreciation was done on the -- on the company values. Then you asked for explanations of the underlying mechanism. An impairment need according to the account rules of ARS 36 is only then applicable if the -- the result of the unit is below its book value. And here, along to the capitalization, interest rates that you mentioned, the amount of the expected future cash -- cash in place in a decisive role. Since both business sectors of last year had very, very successful in the businesses. And based on the assumption, the mid- and long-term expectations will be positive. The increase of the discount factor in the last business year didn't result in a need for impairment. In other words, the amount last year despite growing -- increasing was over the book value. Mr. Kienle you've asked what was the reason for the increase of impairment of nonfinancial assets other expenses? What was the reason for that? The impairments of non-finance assets in the last year compared to the previous year, increased by EUR 164 million. The reason for this increase was basically impairments of other immaterial assets. EUR 180 million of this accounted of no immaterial assets not ready for use and were counted to the health care sector. Higher 2-digit million euro amount accounted for rights at the API can period on the impairments for other immaterial assets. The reason for them were many small reasons. Mr. Kienle, you've ask for increased impairments in health care. The increase is, as I've mentioned before, due to impairments of the other materials assets and especially to the impairment of not yet using material assets. The key driver is the impairment on the rights of the candidate business [ air tip ], which comes along, which you have -- which we have -- which will be high 2-digit million euro, I now hand over to Mr. Beckmann.

Kai Beckmann

executive
#42

[Interpreted] Well, thank you, Marcus. Mr. Kienle, you were asking whether we're still making money in the Parts segment [indiscernible] solution. The simple answer to your question is yes. [ Dispositions ] continues to be a very profitable business in the Electronics segment. Mr. Kienle, you were asking whether we consider giving up the Display Solutions business unit. As part of our strategic planning, we continuously monitor our business portfolio and our capital allocation. We regularly review that. Should we come to the conclusion that this continuing or giving up a business is the better alternative to increase the value for Merck, we would consider that step. And I hand over to Mr. Buchele.

Wolfgang Büchele

executive
#43

[Interpreted] Mr. Kienle, you were asking how many shareholders with which amount of the base capital locked into the AGM from abroad, how high the share of these shareholders is in the attendance and how participation changed over the AGM. Looking after the AGM, the number of represented shares in the base capital was 72.24%. How many shareholders were locked in from abroad? It's not something that we measured. But we can say in which of the 2 streams, how many participants were locked in. About 100 participants followed broadcast in English at peak and around 150 participated in the German-speaking broadcast. We -- the attendance register informs registered shareholders about add-ins, additions and subtractions to the AGM. Mr. Kienle you criticized the time needed to prepare the answers. We assure you that we take our shareholders' questions very seriously and try carefully and extensively as possible to answer every single question. We ask for your understanding that for this reason, answering questions might take a little bit more time. Mr. Kienle, you're criticizing broadcast of answers given in English in the waiting area and that it could only be heard in English. In the waiting area, the AGM is shown in real time to give shareholders a possibility to start with their presentation directly after being called up. Shareholders can, why they were in the waiting area continue to follow the webcast in the language they selected. I want to assure you that we take the feedback of our shareholders on the AGM -- take that very seriously, and we'll take that into account when we design future AGMs. And I give the floor to Mr. Kuhnert to answer question 69 and 78.

Marcus Kuhnert

executive
#44

[Interpreted] They have already been answered. I hear that these questions have been answered, and that brings us to [ Mr. Gabler's ] questions. Dear [ Mr. Gabler ], you were asking why despite the price of the Merck stock decreased, you should hold Merck, please? We like to ask for your understanding that we cannot give any recommendations to buy stock. I'd like to tell you what makes -- what the pros invest in Merck. We are a resilient company, which is reflected in a rather low operative volatility. Our growth outlook has been presented on the last Capital Market Day in 2022 with ambition in 2025. Achieve at least EUR 25 billion turnover before purchases for value increase acquisitions, we have foreseen a framework of EUR 15 billion to EUR 20 billion. Our previous track record in capital allocation speaks for us based on the buyers expected further positive and how they predict development of the company and our presence in attractive growth markets. We are confident that this will be reflected in the development of the stock price in the future, and it will be positive. What are the 3 biggest risks for our share? This is what you were asking. I'd like to first mention the inherent product development risk for the research and pharmaceutical industry. In addition to that, the negative development of demand in the electronics -- indeed industries that are relevant for our electronics business could have a negative impact, especially semiconductor solutions, increasing geopolitical tensions and the trend to deglobalization could have a negative impact on our business, global business. Dear [ Mr. Gabler ]. You were asking about the square meters of the real estate of Merck KGaA in Germany. In Germany, Merck KGaA has approximately 837,000 square meters. Further you were asking about the book value of the real estate assets in Merck KGaA. For December 31, 2022, we have a book value of EUR 608 million in property and buildings. The buying value of those buildings is EUR 2.84 billion. [ Mr. Gabler ], you were asking whether all declarations on value tax and property tax were handed in in time. Our declarations were given handed in in time on January 31, 2023. In total, there were 52 declarations on restate tax. You were asking about the average price for electricity in Germany. To ensure planability of electricity prices and to reduce price fluctuations, we adapt a hedging strategy, ensuring our electricity demand with fixed prices. This, we achieve an average price that is in the framework after market price and in line with our forecast. [ Mr. Gabler ] you were asking whether we buy electricity at the electricity exchange in Leipzig and whether we could achieve negative electricity prices. Yes, through our partner, we buy electricity at [ Elapsig ], electricity exchange to follow our purchasing strategy based on our purchasing strategy, we buy some amount in the spot market. When negative prices occur for a few hours, we participate in that currently negative prices cannot be seen very often. The negative prices for Merck do not have a major impact on the total cost. [ Mr. Gabler ], you were asking how our overall risk potential interwork of our risk management system has developed since the beginning of the pandemic and what the volume is that is related to that. We monitor our risk portfolio and the connected risk KPI based on a probability weighted amount after damage since the beginning of the Corona pandemic measured on our leading KPI risk capability. This has remained virtually unchanged at a very low level. So we continue to state as we did in the business report that we believe that the existence of Merck is at a very unlikely risk. You were asking about the 3 highest and lowest property values in the framework of the property tax declaration, the highest levels of EUR 1,250 per square meter, EUR 1,200 per square meter and EUR 1,150 per square meter. And the lowest 3 base values are EUR 85 per square meter, EUR 110 per square meter and EUR 200 per square meter. The main areas are [ Dumstug ], [ Benhyme ], [ Gamshyme ], [ Holden ], [ Punchstine ] and [ Hamburg ] [ Gabler ]. You were asking about our plans for increasing the personnel expenditure quota. In fiscal 2020, 2 expenditures of personnel were approximately EUR 6.6 billion. And compared to the previous fiscal year, this is an increase of approximately 10%. The increase in expenditures for personnel resulted from an increased number of employees, approximately 70% and an increased expenditures for pensions and federal increases. The share of total cost in 2022 amounted to 41% approximately. In total, we expect that personnel expenditures will continue to increase. We plan to continue investments in our employees so that the number of employees will go up and expenditures for salary increases resulting from the current market environment will also increase. We expect that the share of the total cost will likely remain stable since other cost blocks will have analog increases. Further, you asked whether we could hand over these increased prices to our customers. The possibility to hand forward increased prices to our customers depends on the sector. Price increases in the area of Life Science and Positive Electronics are more easily passed on to our customers down in the health care sector, where we are very much limited by responding due to regulatory situation. [ Mr. Gabler ], you were asking whether we've already received first -- what we have already received from the tax authorities information on property tax. What do we proceed to take it to court? We've already received some of these information. We're currently objecting all of these as a precautionary measure to see if it's constitutional and we also applied that this process might be reset. We're not planning to take this to court. Dear [ Mr. Gabler ], you were asking whether we use the energy price break. The Executive Board decided to -- that the use of possible state subsidies based on the German law for the introduction of an electricity price break and law for production of the price break. For pipe bounds, natural gas and heat will be refused for all German locations and connected companies. [ Mr. Gabler ], you were asking about the total mileage of all business cars and flights of our Executive Board. Information on flight kilometers are not available due to lack of time. As an indicator, we can tell you the cost of all flights of the Executive Board in 2022, they amounted in total to approximately EUR 22,000 compared to the previous the effects of the pandemic and the travel restrictions in 2021 will not give meaningful comparisons to the previous year. Flight cost for Executive Board in 2021 were around EUR 40,000. Furthermore, you were asking about the total mileage of all business vehicles of the Executive Board. We lease our business cars and the planned annual mileage is between 15,000 and 30,000 kilometers per year. Due to the successive switch to hyper and electric vehicles, we see a continuous increase in the CO2 emissions of our business cars. And this is where I would like to hand over to Ms. Garijo.

Belén Garijo López

executive
#45

Dear [ Mr. Gabler ], you were asking for our target year for climate neutrality in Germany as well as in the global organization and covering the full supply chain. By 2014, we want to achieve climate neutral business operations along the entire value chain. And this target includes both Scope 1 and 2 as well as our Scope 3 emissions from our entire value chain. Our focus is on the actual abatement of emissions. Compensation mechanisms are only considered for emissions that remain unavoidable in the long term. For this target, we're going to differentiate geographically. In addition to the 240 ambition, we define a global near-term target for the year 2030, also covering all the scopes. This target was approved by the so-called SBTI, science-based target initiative in full alignment with limiting global warming to 1.5 degrees. You also ask where we are today. In 2022, we reduced our scope 1 and 2 on greenhouse gas emissions by nearly 10%, a meeting a total of approximately 1,667,000 metric tons of CO2 equivalents. Our Scope 3 emissions in 2022 were 6.6 million metric tons of CO2 equivalents. The majority of our Scope 3 emissions come, obviously, from our supply chain. And to address those, we have launched the global supplier decarbonization program in 2021. Dear [ Mr. Gabler ] you asked how high Merck's energy refurbishment requirements will be in the next 5 to 10 years. For an industrial company, this question cannot be answered to the decimal place. But in addition to extensive maintenance and repair activities, building technology systems are regularly inspected for energy efficiency and are permanently optimized. In parallel, energy checks have been carried out across the company for more than 15 years. Potential savings have been identified and measures derived and implemented. Dear [ Mr. Gabler ], you asked what percentage of the real estate portfolio has an energy consumption rating of more than 150 and how this issue affect us. To answer this question, let us look at our real estate portfolio at our largest site in Hampstead, which is representative for our real estate portfolio in Germany. For a representative cross section of office buildings, the average value of climate-adjusted heating energy consumption is of 103.04 kilowatt hours per year and a square meter. Compared with peer companies in Germany, we are below the industry average, according to a benchmark conducted by an independent institution. Based on these buildings, less than 25% have a consumption value of more than 150-kilowatt hours per year and a square meter. Dear [ Mr. Gabler ], you asked how working from home has evolved from before the pandemic until today. Enabling employees to work in flexible arrangements supported by appropriate technology will support business needs and provide an engaging and attractive employee environment within a framework that meets our goal to achieve better outcomes while supporting each other. To meet this, we introduced a new global policy from 1st of January 2023, with a guidance to work as a minimum 3 days in the regular workplace. Currently the policy is in the process of being adopted on a global basis. Obviously subject to local needs and when required work councils or union agreements. Any local deviation of the global policy will be communicated to employees after finalization. For Germany, the company is in continuous discussions with the Works Council on the topics of mobile working and activity base working to meet the desire for more general flexibility in the workplace as addition to the 2 existing working time models. Annual working areas -- and annual working hours and my work at Merck. [ Mr. Gabler ] you asked, if we observed changes in recruiting in relation to our rising requirements in the area of worldwide balance. Even before the COVID pandemic, Merck offered many employees maximum flexibility in terms of working hours and place of work through my work at Merck policy. This was revised and expanded in the course of the pandemic. We can therefore see a rather positive term -- trend, positive trend, in the number of applications per position, namely an average of almost 32 applications per position in 2022 compared to 23.8 in 2020, and 22.6 in 2019. With this, I'll hand it over to Mr. Buchele.

Wolfgang Büchele

executive
#46

[Interpreted] [ Mr. Gabler ], you were asking why we used an extremely difficult system to dial in and not like other company is an easier one where you could not dial in and what the consequences will be that Merck will draw from that. Together with our [ HMV ] service provider and the media service provider, we did everything possible to make the process for our shareholders and their proxies as easy as possible. Besides that, there's a permanent technical support available to shareholders to support them in the event of technical problems. We are sorry to hear that you dial in did not work directly. I've been assured that the technical support helped you instantly and you could request the floor. Like I said, the experiences from this AGM will be used when we assign future AGMs. Furthermore, you were asking what was the reason for us to correct our app in the term Federal that do [indiscernible] mistake in the Federal Gazette Table [ LT 2022 ] to tiling of the compensation report for fiscal '22, which was printed on the reports, attachment and further information on the item, which was printed not clearly. So we decided to have this table published again without any changes to the content. Dear [ Mr. Gabler ], you were asking about the format of the AGM 2024. Let's just later has given in-person AGMs and virtual AGMs formally equal rights. So we see the application of virtual AGMs, not limited to situation of crisis and emergencies. The decision on the format after meeting will be taken for each AGM, as has been mentioned several times today, a new based on factor criteria. In the future, we'll continue to take the concerns of our shareholders into account as well as possible and optimize future performance accordingly. [ Mr. Gabler ], you were asking if we've made reservations for rooms for the AGM 2024. The answer is yes, we've made reservations for rooms for an in-person AGM 2024. [ Mr. Gabler ], you were asking about gifts for shareholders. As part of our efforts for sustainability, we decided against such activities, and I ask for your understanding. [ Mr. Gabler ] you're asking who decides -- or who checked the concrete amounts that are transferred to the Executive Board. And if a member of the Executive Board has checked the conversation in Title II and what they actually received. As you certainly know, in our company, unlike other stock companies, it's not a Supervisory Board, but the partners of Merck team are responsible for designing and checking the compensation system and the higher composition after compensation for members of the Executive Board. This -- the partners have forwarded this job to the HR committee. The HR committee isn't so far responsible for the development and regular monitoring of the compensation system of the Executive Board but also for determining and releasing the concrete amounts. The compensation report has been decided in cooperation of the Supervisory and Executive Board following the specifications of Article 162 AKTG and the recommendation of the German Corporate Governance Code. In this context, the Executive Board checks the compensation. Furthermore, the report was formally and materially audited by an auditing company. Furthermore, you were asking about the number of shareholders in the stock register and in the register of the company and which quota refers to natural persons. The public stock of the company are owner stocks, and they are not registered in any stock register. Furthermore, you were asking about the distribution of our natural shareholders in different age decades. Public stock of our company are, as I said, bearer stocks. So those stocks are not registered in a stock register which means that the company has no overview of the distribution of their natural shareholders. [ Mr. Gabler ] you were asking how many employees are involved in creating the compensation -- the comparative compensation for the compensation of the Executive Board. When we looked at internal comparison group, we see the workforce in Germany has a relevant comparative [indiscernible]. Analysis has done over a period of 5 years. In total, in the last and now the sales data of 55,506 employees were included. On average, 11,100 employees were analyzed per year. Furthermore, you were asking about the distribution of income across employees in Germany. In 2022, the company employed 194 employees in Germany with a fixed salary between 0 and EUR 30,000. 4,740 employees with a fixed salary between EUR 31,000 and EUR 60,000. 3,849 employees with a fixed salary between EUR 61,000 and EUR 90,000. 2,589 employees with a fixed salary between EUR 91,000 and EUR 120,000. 2,239 employees with a fixed salary between EUR 121,000 and EUR 250,000. 98 employees with a fixed salary between 251,000 and EUR 500,000 and 9 employees with a fixed salary of more than EUR 500,000. You also asked how many people are in the back office and how many of them are external employees in what lawyers from what companies are there. Today, we have 40 people, employees of Merck in the back office. A lot of them -- we have external employees of our [ HV ] service provider and the media service provider and 1 lawyer from Linklaters. [ Mr. Gabler ], you asked for the cost of this year's AGM and also the last AGM in person. The cost of this AGM, as I said, will amount to around EUR 500,000 for this year. The highest factors are the IT, IT infrastructure and the event technology which account for 80% of the overall costs. The cost for the last in-person AGM in 2019 was at around EUR 1.14 million. Now I'll hand over to Mr. Beckmann.

Kai Beckmann

executive
#47

[Interpreted] [ Mr. Gabler ], you asked for the number of all exempted work councils in Germany at the highest annual across -- sorry, of such a council member. The German companies of MAG, we have an overall of 99 work councils. Out of them 21 members are exempted from the responsibilities for their job of the world council. The joint work council and [ Dr. Canavati ] 37 and out of them 19 are exempted from the duties. Due to privacy reasons, we are not allowed to publish the compensation data sorry of individual country employees. We ask for your understanding. But overall, we can assure you that Merck make sure not to pay exceptionally high compensations to work council members. We also want to draw your attention to a system of the comparable people. This means there are no highest salaries but only basic salary and bonus premium and are done on the basis of comparable people. And on the bonus calculation, the average bonus of the last 3 years before exemption. For example, the Chairman of the Work Council gets an ex pay scale salary like the corresponding comparable person. I hand over to Mr. Kuhnert now.

Marcus Kuhnert

executive
#48

[Interpreted] Thank you. [ Mr. Gabler ], you asked for cost for IT security and learning effects from possible hacker attacks. We have a very modern network and IT safety security infrastructure, including controls, and we continue to develop both areas. And overall, last year, we spent more than EUR 5 million on this topic in mobile and devices and additional safety solution was installed on the devices. Costs amounting to EUR 250,000 occurred in that -- incurred for that. Like every other company, which relies on network connections, cyber criminals try to permanently break through our defense. [indiscernible] . Proactive -- proactive countermeasures result in no occurrence of any incidence. We learn from any attack attempt even if it's very -- is unsuccessful. Now I'll hand over to who is missing. Well I think it's your turn with the last questions.

Belén Garijo López

executive
#49

So Dear [ Mr. Gabler ], you are asking, if we use Huawei phones or technology. The use of those devices at Merck are not allowed. Defined Merck standard devices are from Apple, Samsung, [ Several ] and ISF. We continue with the coming to the next question. So Dear [ Mr. Gabler ] you asked about our biggest achievements in the last fiscal year and areas in which we see potential risks. Look, 2022 was characterized by rising macroeconomic and geopolitical uncertainties as it is the case in 2023. The conflict between Russia and Ukraine, the global pandemic, rising prices in raw material, energy and logistics were a major burden for global projects and also for our customers. As mentioned this morning, we at Merck managed all these challenges extremely well, and it was a successful year from a business perspective. Let me share some highlights with you. To meet growing demand and seize new emerging opportunities, our life science sector successfully continued to expand in the U.S., Europe and Asia. In health care, we continued to advance our pipeline and drove significant growth for the further ramp-up of Mavenclad and [indiscernible] delivering organic growth overall. For electronics, 2022 was a year in which we coped very well with challenging business conditions such as inflationary pressures, supply chain constraints and weaker demand in display solutions. We are convinced about our positioning and see healthy midterm perspective, thanks to our strong focus on innovation and significant reach in semiconductor solutions. In summary, let me emphasize that our diversified globally diversified business model once again proved to be an important building block of the resilience of our company, and we continue to pioneer and outperform for our patients and customers and to care about our employees, patients and customers, and we are very proud of that. Dear [ Mr. Gabler ], you are asking about our ongoing activities in Russia. Ending our active -- well, let me give you a brief answer. Our activities in Russia are absolutely restricted to serving critical medicines, essential health care-related business in order to continue serving the patients and honoring the responsibility that we have and the moral obligation that we have to serve those patients. Obviously, in that context, we make sure we strictly comply with all international sanctions and we are reassessing our position on an ongoing basis in order to integrate potential new developments and/or new sanctions. Dear [ Mr. Gabler ], you also ask for IT and data security. To ensure data security for access from the home office or abroad. All Merck employees have a Merck PC or laptop from which they connect to the network via a secure connection, which is called virtual private network or VPN in short. The data traffic via the VPN connection is encrypted, which guarantees additional security. The employees must authenticate themselves when they are logging in, thus ensuring that only Merck employees can access the Merck systems. I think this is it. I am done with the questions.

Wolfgang Büchele

executive
#50

[Interpreted] Now we come back to an open question by Mr. Kienle. Before I will give him the floor because he asked for -- he wanted to make a contribution. And Mr. Kienle you said that after your contribution, you needed to relog in to the investor portal. However, from the investor portal, you can directly into the -- go into the dial-up meeting when you make a contribution. This opens in a new browser tab. And then the speaker can go back to the still open investor portal without problems. He does not need to log in again, a new log in is only necessary if the browser has -- if the speakers already has closed the portal before that. So now all the questions by Mr. Kienle have been answered. And I'm not sure, Mr. Kienle, yes, I can see you here. So I give you the floor.

Markus Kienle

shareholder
#51

[Interpreted] Thank you very much. Mr. Buchele, I'll try to value of your answers. Let's start with my first question. What you said is about that COIVID as a situation at the time when we were thinking about the format of the AGM this year has not been completely clear and the further development wasn't clear. So I'm asking myself the question how companies like Deutsche Post AG, the AGM will be next Thursday or the SAPSE, the AGM will be in 2 weeks, also on a Thursday. How they were able to manage this that we're in -- that we're in favor of such a in-person AGM? I think that the health protection of the employees and stakeholders in these companies is as important ads for you. Will you please tell me -- how long is your lead time to actually rent a certain facilities in order to carry out an AGM? Until when, by the latest do you have to cancel these rooms in order not to have to bear the costs in case that you have to take a virtual AGM? And the second topic, the different treatment of AGM meetings, AGMs and Supervisory Board meeting. You gave me a very formal answer Mr. Buchele, you can do that, yes. But it doesn't really fulfill my need for information. The central -- the key question really is the key elements which apply to a virtual AGM like preventing travel and protecting health. This applies in the same way for Supervisory Board meetings. And here, the question comes up. Why don't you use the benefits of this virtual format for Supervisory Board meetings as well? And what you can't be serious, Mr. [ Dr. Witherell ]. Well the legislator has decided that a virtual AGM has the same value as an in-person meeting. I think such a way of thinking, we reject, and I think we have to talk about the content and say, well, where is materialized related to the question of the former. What's the difference between a Supervisory Board meeting and AGM. And I'll see I'll move on. On my question on the measure of indebtedness you said, this is to ensure legal safety. I don't know whether this is an answer for your back office. But this is an absurd and an impertinent answer because league safety of also, if you're right in that the objection is with a simple negligence if it has well, a simple negligence. So it doesn't change anything when the objection as well. What is important is the objection is in case. In terms of legal safety, this is the same thing. Maybe our external legal counsel should think about this. And make sure I'm also a specialist here. Then you also saw that prelimited decision for the AGM format for 2024 and '25 due to the rules of the [indiscernible] has not been taken at all. If -- then I do not understand if what you've said in the agenda, but it says that there may be reasons to do in-person AGMs. In our understanding, this is an exception from the rule we said, the rule is the virtual AGM for the next years unless there are special reasons to deviate from this format. If this were the case, and if I think about your comments at the agenda, that is not true that is no preliminary decision. But in the agenda, you already did a preliminary decision by describing an exceptional rule, a rule exceptional relationship. Mr. Kuhnert thank you for your answers as far as you've given them to me, your restriction, your trade in terms of the figures for the earnings, the -- I don't understand them for the following reason. 50% sales, that's not irrelevant on the backdrop of the current valid discussions, the result of which account inference since the beginning of the new coalition, we are listening about a value-driven extended policy which has redefined the relationship to China. And I think for the shareholders it's not without interest to know what are the effects if there may be substantial restrictions. What I could rephrase the further questions in, where do we end the EBIT, not the EBIT pre but the EBIT, if the China sales go down. And your answer to my question how you look at China on the backdrop of the current discussions on the supply chain, due diligence act, the answer was a bit dodging because you have to take a position, I think, that China is regarded as an unjust regime. So not individual companies. We don't have a unjust companies doing a lot of things. But we have a regime, which is authoritative, despotic and it's an unjust regime. This regime and you have to move in this regime. You have to assume that potentially -- I'll wait until you can hear me -- you're listening to me again. And general legislative framework of China you have to be aware of the fact that formally -- formal laws are not implemented in China. They're not carried out, not implemented. Then I move on to my -- to another remark. Mr. Kuhnert, I do not understand at all that the plant yield on the [indiscernible] of acquisition, you don't want to tell me about it. I've never heard anything about this. It is a very normal question that you ask. Has this acquisition been profitable. Maybe you can give me a feel for why you can or do not want to tell me. And if you don't want to tell me which I understand then, please let -- please tell me whether the acquisition of [ Exelis ] at least fulfill the profitability requirements, whether it's fulfilled or overfulfilled, based on sustainability, well, not today because you gave us a figure. And then my last remark this sales and profit contribution of [ Exelis ]. Did I understand it correctly, Mr. Kuhnert that EUR 9 million sales in 2 million -- negative 2 profit contribution only applies to the 1st of January 22 to the 21st of January. That from the February 22 onwards for the rest of the year, EUR 75 million, sometimes EUR 37 million apply. For me, this means if I look at it from the beginning of the year until the December 31, '22, [ Exelis ] medical profit contribution of EUR 84 million with a negative profit distribution of EUR 39 million. Is that correct or did I misunderstand you? Thank you very much.

Unknown Executive

executive
#52

[Interpreted] Thank you, Mr. Kienle. We will answer your questions as fast as possible. Therefore, I would like to ask you for some patience because we can't do that in a second, we need a couple of minutes. But in between, I've one answer for [ Mr. Gabler ] one outstanding answer. You had asked how many shareholders today have dialed in maximum. How many shareholders participated in the last in-person AGM?. 2019, around 1,000 shareholders and their proxies participating. Today, we had 550 participants maximum. So now I suggest a 5-minute break until the question -- we have answers to Mr. Kienle questions. And [ Mr. Gabler ], I can say that you would also like to make a contribution. However, you are not activated in my system. Therefore, we will wait, and I would like to call you as soon as the technical questions are sorted out. So now we take a short break, 5 minutes. [Break]

Wolfgang Büchele

executive
#53

[Interpreted] Dear ladies and gentlemen, we continue the Annual General Meeting. The meeting, [ Mr. Gabler ] has become available, [ Mr. Gabler ], you've got the floor.

Unknown Shareholder

shareholder
#54

Thank you very much, Mr. Buchele. Thank you very much to the management for answering the questions. And some of them I was okay with them. I have 2 or 3 additional questions and some additional remarks. First of all, my question for the highest work council member salary. Well, this could be answered a more concrete manner all the data privacy. Well, what I would like to ask you to give me a ballpark figure. That's for the questions. This is below EUR 200,000? This is, I think, a question to which you should answer yes or no. Just give me a ballpark figure, as I said, we said this is acceptable for you and legally. And then I would have to agree with Mr. Kienle. Mr. Kienle, thank you for being so stubborn here and really fighting for the in-person AGM. I know we know that rooms have been reserved, but I don't really believe Mr. Buchele. I'm asking you that currently, what is your planning for 2024? Because before I found it funny, when you answered my question by us so well, the natural dividend after the AGM -- the answer was for reason of sustainability, we will not give any -- provide any natural dividends. Well, during an in-person AGM, there's something for you to drink, then if I would like to pin you down here, this would mean that it will not be in-person AGM because otherwise, you have to provide shareholders something to drink. And this would be contravene your sustainability ideas. So maybe did you disclose your intentions here Mr. Buchele? I don't like this answer. You can save money in a lot of areas, but not at the shareholders. You said the last AGM is EUR 1.1 million, twice as much as the virtual was. What is EUR 500,000? If I ask you how many -- how much money you spent for marketing every year especially said 50% of the marketing expenses of are for nothing, but I don't know which 50%. It shouldn't really fail on this. Then I would also like to talk about the [indiscernible] problems I don't want to talk about it in depth, but my second contribution has almost failed as well. I really would like to ask you to follow up on this in sort of a specialist because I'm next week, I don't want to talk to IT development. And then I would really like to know [indiscernible] is right. And I've got an explanation. I can tell you what the problem is that you can draw a consequence here. Of course, you read your answer the usual method. It's not usual because I've experienced, I go to 40, 50 AGMs every year. Therefore, I think I do a bit more than you. But as I said, it's a proposal, which I come back to when this AGM is over. Then another new item, which I'm really angry about. There's nobody in your management take care, your participants list, which you made available to us, has so many errors and [ falls ] on. It's incredible. The first question, Mr. Buchele, have you looked at this list? No, I suppose not. Well, the first impertinence is very small view, only small, the window opens. You can't size it to full screen zoom it in. And within this small window, I have a zoom function, which, however, is not useful if the window itself is so small. So is -- do you want to prevent shareholders from looking at it on purpose because in an in-person AGM it's -- the list of participants is there. This is not a new invention. We've had that for many years that the cover so many millions of share capital representatives. And this information is not available at all. I have to take my calculator and make my calculation. So the cover leaf is [indiscernible], you don't have an alphabetic order, it's tedious to look through the shareholders. And at the critical signs like Z and A, like additions and people leaving. And you don't know what people -- what shareholders are present. And please provide us with action this. And then you should add only the participants, which are really participating. So I'm asking my question on side has nobody checked this? I think your loyal counsel in the back office. He will be totally confused. The participants list does not correspond at all the legal provisions. And I'm asking concretely how, for example, can it be that for the proxy of a company and all institutional participants, banks, protection associates and representatives, who are also [indiscernible] as you mentioned [indiscernible] cannot act here at AGM. But you only -- Mr. [ Kuhnert ] did it in person, but it's not mentioned everywhere, he's mentioned in some places. So what -- according to the stock operation [indiscernible], it says a participant list needs a name at the place of residence, representative shares absolutely. Why don't you do that? As I said, that's not new. And I would like to take this to the minutes, and I'm also declaring [ I object ] to all items of the agenda because this is a real legal formal error which could have been prevented, Mr. [ Buchele ]. I have a positive attitude towards you. Merck is a wonderful company and you're very successful. Why are you making these errors if you spend so much money for virtual AGM. Well, you have some legal counsels. Therefore, I put forward the motion in the course of this virtual AGM to set up a correct participant list which complies with the legal requirements. This would be desirable and for the voting representative who represented 93,000 shares. It doesn't even mention the name nor the place of residence of the proxy, so the stock operation law doesn't provide any exception to the rule. If ask myself, what did you do yet? Finally, then I won't continue. I'm representing the shares of my daughter. How can it be that I make a contribution in my daughter -- at the beginning of the AGM, also give me a proxy in the HV portal. This is possible. However, if you click on it, you can't make a contribution for a proxy. This is more than funny for me or strange for me there for my daughter just didn't hand out the proxies that I can [indiscernible] . So there are some formal errors. I don't want to continue this. I offer you once you're done with this AGM, since the people are there on site to make a phone call and for these things, how they draw the conclusion. Thank you very much for your attention.

Wolfgang Büchele

executive
#55

Thanks a lot, Mr. Kienle. I will look at the participants list in detail now. How do you see the sum? This is correct, but I'll look at it, and we received a motion. Apart from that, we will take a 20-minute break in order to answer all the questions of Mr. Kienle and Mr. [ Gebler ]. This means we continue at 3:17 p.m. Thank you very much, and we'll interrupt the AGM until 3:17 p.m. [Break]

Wolfgang Büchele

executive
#56

Ladies and gentlemen, we will now continue with this year's AGM and will continue by answering the questions that Markus Kienle asked. Mr. Kienle, you were asking why the blessings of the virtual AGM are not used for meetings of Supervisory Board. Meetings of the Supervisory Board can, at the discretion of the Chair of Supervisory Board, be held in virtual or in person. For this discretionary decision, there are a number of considerations that need to be weighed carefully for educate. You asked about the difference regarding the format between the meeting of the Supervisory Board and the AGM regarding material law. The Supervisory Board and the AGM are 2 different organs of KGaA that are in many aspects, different in terms of the legal foundation, material aspects and their organization. So I believe that this topic, at least for the time being, would now be sufficiently discussed. And I can tell you that at the times of COVID, we frequently took recourse to virtual meetings at the Supervisory Board. So in the past, we did that, but I would also like to tell you that there are significantly fewer people involved in the meeting of the Supervisory Board than in an AGM. Furthermore, you asked if after the information regarding future virtual AGMs, ratio of rule versus exception was predefined, neither the law nor the company see a relationship rule versus exception between the legally admissible format of the AGM. A rule exception relationship is not included in the documents for the AGM. It was not intended. And I would like to hand over to Mr. Kuhnert.

Marcus Kuhnert

executive
#57

Thank you, Mr. Buchele. Mr. Kienle, you were asking what the influence of a complete breakaway of the China business for our EBITDA. The EBIT contribution of our Chinese business is positive, but it's below the turnover contribution of 14%. As regarding the EBIT of 2022, without the Chinese business we'd still be in excess of EUR 3.8 billion. We ask for your understanding that we cannot give any more precise information at the current level because this is information relevant for competition.

Unknown Executive

executive
#58

Mr. Kienle, you were asking whether your understanding that Exelead has a contribution margin of EUR 84 million and a profit contribution of minus EUR 39 million in the total year of 2022, if the acquisition had taken place as of the first of January '22, if that is correct. Yes, your understanding is correct. The high negative impact on the profit contribution is because the higher cost of manufacturing due to the adaptation of the stock, but there are also some depreciations in the context of the purchasing price allocation assets which were reassessed. Mr. Kienle, furthermore, you were asking about the acquisition return on invest. Exelead is an acquisition with a long-term investment in Life Science to strengthen our position in mRNA. We do not have an effect of specific yield requirements. The yield requirement for all acquisitions is our group back the weighted capital cost of 7.5% after taxes. With the acquisition of Exelead, we will foreseeably have exceed this [ lack ] starting in 2028. As somebody handed this in, Mr. Kienle, you suggested to talk about the answer about the [ measure fourfold ]. After consideration, the company decided for the proposed resolution as is regarding the regulation in the Articles of Association because we believe that this is -- provides a legal certainty in every aspect in accordance with the opinion of the company. Furthermore, you were asking how other companies can succeed in organizing an in-person AGM. At the time of the decision, we could not assess how the situation with COVID-19 would evolve. So we decided to err on the side of caution and choose the virtual format. Regarding your question, the lead time for rental of rooms, we can inform you that the lead time as a rule is 2 years. Cost-free cancellation is no longer possible after contract has been signed. There are reimbursement costs that are up to 3 months before the planned date, foresees that a full amount is payable. And that brings us to the questions of Mr. [ Gebler ]. Mr. [ Gebler ], you pointed out that you had again problems dialing in. I would like to assure you once more that we will follow up on that fact and derive possible improvements from that. Furthermore, you pointed earlier, you asked about gifts following this year's example of Beiersdorf. Our answer was that we will not follow this example this year for reasons of sustainability. We were not talking about a dividend in kind and cannot understand the conclusion that you drew from that. I consider catering on an AGM not as a gift, but rather, since it's over noontime, just as a precautionary obligation of a group that you take care of the health of employees. And some -- but let us repeat that we have not yet decided on the format of the AGM 2024. So that only in the course of this year, depending on legal and health-related situations that will occur, we will then take this decision. Furthermore, you commented the list of participants, that it would not comply with the legal foundation. In the meantime, together with the notary and the legal counsel from Linklaters, we updated list of participants. Looked at it first, the location of the representative of proxy will be added. So during the course of this meeting, you will receive an updated list of participants. You furthermore commented that for SDK, Mr. Kienle is not listed individually every time. This is a technical issue. So if you want, the individual proxies for Mr. Kienle are listed individually. This is the aggregated in so-called collective card, and behind that card is the name of Mr. Kienle. The technical topic that we cannot solve instantly is the matter of the windows size. Currently, this is limited. It's possible to zoom in the window but it's not possible to increase the size of the window as such. Should we have another virtual AGM in the future, we will take that into account so that the screen in the future can be used completely. An update of the list of attendants considering the legal necessities, which means indicating the location, will, as I said, happen during the course of this AGM. It will be provided online, and the notary will include that information in the minutes so that we will definitely have for legal certainty.

Wolfgang Büchele

executive
#59

Now I would like to hand over to Mr. Beckmann.

Kai Beckmann

executive
#60

Thank you, Mr. Buchele. [ Mr. Kittay ] were asking about whether the highest salary of a works council member is below EUR 20,000. The answer is, yes, we confirm that the highest salary for a works council member is below EUR 20,000. Mr. Buchele, back to you.

Wolfgang Büchele

executive
#61

Mr. [ Gebler ], you were asking if a decision has already been taken regarding the format of the AGM. Like I said, sorry, several times, we look at this at a case-by-case basis, which means that a final decision regarding the format of the AGM 2024 has not been taken yet as of today. Earlier, I mentioned that we've made reservations of rooms for 2024, so that sometime during the course of this year, we will decide as soon as the lead time for the AGM starts and decisions have to be taken. At a current point in time, there is no decision either way. And then you said that during the virtual AGM, a correct list of participants in accordance with the Stock Corporation Act will be made available. The Investor Portal will provide that. Our back office is working on that as we speak and the notary will ensure that we completely [ and ethically ] comply with the legal requirements. Furthermore, you pointed out that you had problems handing or requesting the floor with the authorization of proxy by your daughter. We're sorry that you experienced technical difficulties for the -- we're even more happy that you had the possibility to take the floor and used it, and we try to optimize technical processes for further AGMs should they be virtual. I believe last answer I have, Mr. [ Gebler ], back to the register of attendees that not are required information is included in the registered attendees. I think we have extensively answered that question. Like I said, during the course of this AGM, you will -- a register of attendees will be made available to you that will fully comply with the legal requirements. The notary public will make sure that this is the case. That means that all questions have been answered. And I would now ask the auditorium that in case there are still open questions you'd need to request the floor. There are no further requests for the floor. Yes, there is one. Mr. [ Gebler ], you just appeared here. So we interrupt the meeting for another 5 minutes until Mr. [ Gebler ] is live. Thank you. We will continue with the event at 3:36. [Break]

Wolfgang Büchele

executive
#62

Ladies and gentlemen, Mr. [ Gebler ] would like to check the register of attendees. And based on that, based on results, he will request the floor again, possibly, and ask more questions. So we will continue in 10 minutes, at 3:47. [Break]

Wolfgang Büchele

executive
#63

Ladies and gentlemen, we will now continue with the AGM. In the meantime, Mr. [ Gebler ] cleared that he will not take the floor again. So there are no further requests for the floor. So I ask again, are there further need for requests for the floor? If that's the case, you need to register now. So I'm asking, are there further requests for the floor? I would just wait until I get an answer from our technical service and then I'll continue. [Break]

Wolfgang Büchele

executive
#64

Ladies and gentleman, I have been informed that there are no further requests for the floor. We have closed the list of speakers on the Investor Portal. Let the minutes reflect that all questions have been answered. I thank the speakers for their contributions, and I thank the Executive Board for their answers. Ladies and gentlemen, we will now start with the voting on agenda items 2 to 8. Digital items will now be displayed again on your screen as a short version. Until 3:55, you will have time. And this is your last opportunity to use the Investor Portal to issue or change proxy forms or to issue change proxies and instructions to a company's proxies or to exercise your voting rights by absentee voting. If you still wish to make use of this option, we now ask you to do so without delay. We will close the relevant functions in the Investor Portal shortly at 3:55 p.m. Following this, the company's proxies will vote in accordance with your instructions by approving the votes stored in the system. [ Senti ] votes received by the deadline have already been stored in the system. Statutory exclusions of voting rights for members of the Executive Board and Supervisory Board have been observed. The notary will monitor the voting process. Resolutions on agenda items 2 to 6 and 8 are approved if a simple majority of votes cast are in favor. The resolutions on agenda item 7 additionally requires a majority of at least 3/4 of the share capital represented at the time the resolution is adopted. Ladies and gentlemen, we will now begin the voting. The exact wording of the proposed resolution, which is solely relevant for the vote, is contained in the notice of the meeting published in the Federal Gazette on March 7, 2023. Would ask the company's proxies to prepare to release the votes stored in the system, and thus to vote on the individual agenda items in accordance with the shareholders' instructions. As previously announced, we will close at 3:55 the option to issue or change proxy forms or to issue or change proxies and instructions to the company's proxies via the investor portal or to exercise your voting rights by absentee voting. We will now wait until 3:55. [Voting]

Wolfgang Büchele

executive
#65

Ladies and gentlemen, I hereby order that voting on the agenda items be closed. You can no longer vote by absentee voting, nor submit proxy forms, nor issue proxies and instructions to the company's proxies via the Investor Portal. I instruct the technical department to take this into account accordingly and ask the notary to make a note of this. And I'll ask the proxies to release the votes stored in the system and thus to vote in accordance with the shareholders' instructions on the individual agenda items. [Break]

Wolfgang Büchele

executive
#66

Ladies and gentlemen, the company's proxies have just released the votes stored in the system in accordance with the shareholders' instructions on the individual agenda items. [ The senti ] votes have already been stored in the system. All votes have thus been cast. I hereby close voting on the agenda. The determination of the voting results on agenda items 2 to 8, which is now taking place under a notarial supervision, will take some time. We therefore break for approximately 15 minutes, and we will continue at 4 -- 4:12, 12 minutes past 4:00 p.m. I ask you for your understanding. [Presentation]

Wolfgang Büchele

executive
#67

Ladies and gentlemen, the Annual General Meeting will now continue. I now have the final results for agenda items 2 to 8. They are displayed on the screens. I will now read out the complete voting results, indicating whether the required majority was achieved. The complete voting results will be shown on the screen and submitted to the notary for the minutes. Furthermore, the results will be published in detail on the company's website after today's AGM. The following results pertaining to agenda items 2 to 8 relate in each case to the management's proposed resolution as published in the invitation to the Annual General Meeting on March 7, 2023 in the Federal Gazette. Ladies and gentlemen, please allow me to first announce the current presence. You can follow this information on your screens. Of the base capital of the company, the demand of EUR 168,014,927.60, broken down into 129,242,252 shares, 93,371,732 shares with as many votes are present, which represents 72.5% of the base capital. Furthermore, absentee votes have been cast for [ 445,613 ] shares, which corresponds to 30.34% of the base capital. Ladies and gentlemen, I will now announce the voting results. Voting results on Item 2. I hereby declare and ascertain that AGM, cited on item 2, resolution on the adoption of the annual financial statement for fiscal 2022, adopted the proposed resolution of the Executive Board and Supervisory Board, as published in the Federal Gazette on March 7, 2023, with the required majority. Voting results for item 3. I hereby ascertain and announce that the AGM, regarding Item 3 of the agenda, resolution authorizing the appropriation of the net retained profit for fiscal '22, approved the proposed resolution by the Executive Board and Supervisory Board, as published in the Federal Gazette in 2023, with the required majority. Result for Item 4. On the agenda, I hereby ascertain and announce that the AGM, regarding Item 4, resolution on the approval of the actions of the Executive Board for fiscal 2022, approved the proposed resolution by the Supervisory Board and the Executive Board, as published in the Federal Gazette on March 7, 2023, with the required majority of votes. Voting result for Item 5. I hereby ascertain and declare that the AGM, regarding Item 5, resolution on the approval of the actions of the Supervisory Board for fiscal 2022 has approved the proposed resolution by the Executive Board and Supervisory Board, as published in the Federal Gazette on March 7, 2023, with the required majority of votes. Voting result for Item 6 on the agenda. I hereby ascertain and declare that the AGM, on Item 6, resolution on the approval of the 2022 compensation report, has adopted the proposed resolution by the Executive Board and the Supervisory Board, as published in the Federal Gazette on March 7, 2023, with the required majority of votes. Voting result for Item 7. I hereby ascertain and declare the AGM has, regarding Item 7, resolution on the revocation of an existing authorization, the creation of a new authorization to issue a warrant and/or convertible bonds, profit participation rights or participating bonds or a combination of these instruments, and authorization to exclude the subscription right with the simultaneous revocation after current contingent capital to and creation of the new contingent capital to and corresponding amendment of the Articles of Association, has approved the proposed resolution by the Executive Board and Supervisory Board as published in the Federal Gazette on March 7, 2023, with the required majority of votes. Voting results on Item 8.1 on the agenda. I hereby ascertain and declare the AGM has, regarding Item 8.1, resolution on the addition of Article 21 of the Articles of Association authorizing the Executive Board to conduct Annual General Meetings, has approved the proposed resolution by the Executive Board and Supervisory Board as published in the Federal Gazette on March 7, 2023, with the required majority of votes. Voting results on Item 8.2. I hereby ascertain and declare the AGM has, regarding Item 8.2, resolution on an amendment of the Articles of Association to enable participation of Supervisory Board members at the Annual General Meeting by means of audio and video transmission, approved the proposed resolution by the Supervisory Board and Executive Board as published in the Federal Gazette on March 7, 2023, with the required majority of votes. Ladies and gentlemen, all the items on the agenda have thus been dealt with. I would like to thank you once again for your participation in today's virtual Annual General Meeting and your interest in the work and development of our company. Finally, my special thanks go to the employees of the company who have contributed to the success of this Annual General Meeting. I look forward to seeing you again in good health at the Merck Annual General Meeting next year. This meeting is now closed. [Statements in English on this transcript were spoken by an interpreter present on the live call.]

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