Merck KGaA (ETR:MRK)
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Apr 27, 2026, 5:35 PM CET
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AGM 2025

Apr 25, 2025

Michael Kleinemeier
Chairman of the Supervisory Board, Merck KGaA

Ladies and gentlemen, let me extend a warm welcome to all of you on behalf of the Supervisory Board and the Executive Board. I now open today's 2025 Annual General Meeting of Merck KGaA. My name is Michael Kleinemeier, and as Chairman of the Supervisory Board, I assume the chair of this AGM. Let me first of all welcome our shareholders and shareholder representatives. I would also like to welcome the representatives of the media. I'm happy about the interest you're taking in our company. This AGM is being held in a virtual format. The company's Executive Board has carefully deliberated this decision. A virtual format requires less effort for participating in the meeting, and the virtual format also helps to reduce environmental impact. Traveling is not needed in order to participate in the meeting. The format of today's AGM is similar to that of the previous AGM.

This year again, we translated the most important benefits of a physical AGM into the virtual format. This protects shareholders' rights in the best possible way. As in a physical AGM, registered shareholders and their proxies will enjoy wide-ranging rights to speak, move motions, and request information. This ensures direct dialogue between the Executive Board and shareholders. In my capacity as Chair of the meeting, I rule that the right to request information can exclusively be exercised via video communication and thus as part of an oral intervention held at this meeting. I also endorse the Executive Board's decision that any request for the information pursuant to Article 131, Paragraph 4.1 of the German Stock Corporation Act can only be raised via video communication and thus as part of an oral intervention held at this meeting. This facilitates other shareholders following all interventions, questions, and their answers in context.

All rights to speak, move motions, and request information will be exercised via the investor portal. Shareholders and their proxies gain access by entering their personal access data from the access medium. Further technical information is published on the AGM website. If transmission of the meeting should be interrupted due to any technical problems, please bear with us. If transmission should not be restored, further information will be made available to you via the investor portal. Any registered shareholders facing technical problems with the investor portal should look at our hotline service by phone or by email. The contact details can be found on the investor portal and are being shown on screen at the moment. The hotline will be available until the end of the AGM.

In order to facilitate the exchange of opinions, shareholders and their proxies were able to submit statements up and including to the 19th of April 2025. These statements are available on the investor portal. As announced, Ms. Garijo's speech was already published on April 17th, 2025. In this way, you can respond to the content of her speech. Apart from me, we have present here Belén Garijo, Chair of the Executive Board, CEO of Merck KGaA; Dr. Kai Beckmann, CEO Electronics; and for the first time, Khadija Benhamada, Chief People Officer; Peter Guenter, CEO Healthcare; Dr. Matthias Heinzel, CEO Life Science; and Helene von Roeder, Chief Financial Officer. The members of the Supervisory Board who I would like to welcome here are also present here on site and could get in touch with me and with the other members of the Executive Board if there should be any need.

Finally, let me welcome the notary public, Mr. Langner, who will keep the record of this AGM, and Dr. Sandermann, the Group General Counsel. Let me conclude by also bidding a warm welcome to the proxies appointed by the company. Ladies and gentlemen, let me now turn to some formalities. This AGM was convened in due time and in due form by publication in the Federal Gazette of March 13th, 2025. A printout of the convening notice published in the Federal Gazette will be appended to the notary's record. Any communications required according to Article 125 of the German Stock Corporation Act have been conveyed in the form required by the Act. In addition, the notice was made available to the media, and it can be expected that they will disseminate the information throughout all of the European Union.

The following documents have been made available on the AGM website since this AGM was convened: the Annual Financial Statement for 2024, including the Executive Board's proposal for the appropriation of the profit for the year; the Consolidated Financial Statement, the Combined Management Report for Merck KGaA and the Group; the report of the Supervisory Board; and the documents mentioned in Article 124A of the German Stock Corporation Act, and some further information. No motions to supplement the agenda were received by the company. Shareholders did not make use of the opportunity of conveying any countermotions or election proposals to the company prior to the AGM. The attendance register will once again be kept in an electronic format. Let me now announce the current attendance as evidenced by the attendance register at present. The attendance register will be made available for you per user on the investor portal.

Once the results of the vote have been determined, I shall once again announce the attendance. Out of the company's share capital of EUR 168,014,927.60 subdivided in EUR 129,242,252 no par value shares, EUR 88,025,696 no par value votes are represented as 68% of the share capital, and 342,484,000 postal votes were received. This corresponds to 0.27% of the share capital. Shareholders who were registered were able to cast their votes by postal ballot even before this AGM. We were able to instruct third parties to vote on their behalf and instruct the proxies provided by the company to vote on their behalf. All these things can still be done by shareholders on the investor portal now until the end of voting. I shall expressly remind you of the end of the voting. It behooves me as the Chair of this AGM to determine the mode and sequence of the votes.

As in previous AGMs, we are going to use the addition method. Only the "yes" and the "no" votes cast will be counted. Any abstentions will not have any impact on the result and will not be counted and will not be recorded separately. The votes will be taken together in one go as soon as all agenda items have been dealt with. Please note that this AGM cannot only be watched by registered shareholders but will be streamed publicly on the web in its entirety. Any shareholders watching the AGM on the public stream and not on the investor portal are not automatically logged on to the AGM. Logging on to this virtual AGM and exercising shareholders' rights is only possible via the investor portal.

My introductory remarks, the oral report of the Supervisory Board, and the CEO's speech will be made available on the web after this Annual General Meeting. After these introductory remarks, let us now embark on the agenda, and I'm calling agenda items one to nine. The agenda, including any resolutions proposed by the management, were published in the Federal Gazette. Beginning with agenda item one, 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 sections 289A and 315A of the German Commercial Code for fiscal year 2024 and the report of the Supervisory Board. I would like to point out these documents have been made available on the AGM website since the meeting was convened and continue to be available there.

The Annual Financial Statement of Merck KGaA, prepared by the management, and the Combined Management Report have been audited by Deloitte GmbH, Wirtschaftsprüfungsgesellschaft. The same applies to the Consolidated Financial Statement prepared according to IFRS and any additional requirements according to German accounting principles. These audits have not led to any objections. The auditors have granted the audit certificate required for the Annual Financial Statement, the Combined Management Report, and the Consolidated Financial Statement without making any qualifications. Deloitte also audited the contribution of Merck KGaA to the result of E. Merck KG according to Article 27 of the company's Articles of Association. The Annual Financial Statement, the Consolidated Financial Statement, and the Combined Management Report and related audit reports were presented and handed over to the Supervisory Board.

Pursuant to Article 14, Paragraph 2 of the Articles of Association, the Supervisory Board in turn reviewed the Annual Financial Statement, the Consolidated Financial Statement, and the Combined Management Report, and the audit report of the auditors presented according to Article 27, Paragraph two of the Articles. In line with the final result of its review, the Supervisory Board in its meeting of February 28th, 2025, approved the Annual Financial Statement of Merck KGaA, the Consolidated Financial Statement, and the Combined Management Report, and the report presented by the auditors. Ladies and gentlemen, I would now like to turn to the report of the Supervisory Board. You will find the detailed report on pages 362 to 367 of the 2024 Annual Report. I would like to highlight the following. In 2024, collaboration with the Executive Board was once again characterized by intensive and trustful exchange.

The Executive Board reported regularly to the Supervisory Board, both orally and in writing, on the business of Merck KGaA and of the Merck Group. In particular, the market and sales situation of the company were explicated to the Supervisory Board, pointing out trends in the overall economy and for background. Furthermore, the financial statement of the company and its subsidiaries, the profitability, and corporate development were outlined. Quarterly reporting covered revenues and earnings for the overall Merck Group and sectional reporting according to business lines. Outside of Supervisory Board meetings, the Chairman of the Supervisory Board also regularly exchanged information with the CEO. The Chairwoman of the Audit Committee gave detailed reports to the full Supervisory Board on the previous meetings of the Audit Committee. Apart from reviewing financial statements and current business development, Supervisory Board meetings also focused on aspects of corporate and business line strategies.

In addition, the Supervisory Board dealt with the results of the 2023 Employee Engagement Survey. Further important topics for the Supervisory Board were the global strategy of Merck and sustainability covered in extensive training. Ladies and gentlemen, so much from me for the moment. I now give the floor to Ms. Belén Garijo, the CEO of the company. She is going to report on the past fiscal year and will cover future business development. Ms. Garijo, please give us your report.

Belén Garijo
CEO, Merck KGaA

Morning, ladies and gentlemen. I am truly delighted to welcome all of you to Merck 's Annual General Meeting. The Executive Board and I are truly looking forward to a very productive discussion today. Before we start, let me extend a warm welcome to Khadija Benhamada, our former Chief Human Resources Officer, who joined the Executive Board as Chief People Officer as of March 1st. Since joining Merck in 2010, Khadija has led global transformations, major integrations, and several strategic initiatives across Asia-Pacific, Europe, and the U.S. within and beyond HR. Now, as our Chief People Officer, she will oversee site management, Darmstadt, Group HR, corporate sustainability, quality, trade compliance, and in-house consulting. The creation of this role highlights our commitment to our people and the importance of attracting and retaining the best talents for our company.

As well, bringing these enabling functions under one board member will strengthen our collaboration as one Merck . In addition to this, we have announced two very important leadership changes effective June 1st, 2025. At that time, Jean-Charles Wirth will succeed Matthias Heinzel as CEO of Life Science. Jean-Charles joined Merck in 2006 and is currently the Global Head of Science and Lab Solutions Business Unit, which is the largest division within Life Science. Danny Bar-Zohar will succeed Peter Guenter as CEO of Healthcare. Danny joined the company in 2020, and he has been serving as Global Head of Research and Development as well as Chief Medical Officer of Healthcare since 2022. I want to take this opportunity to very sincerely thank Matthias and Peter for their invaluable contributions during a very critical time for our company.

Both of them have demonstrated extraordinary leadership throughout their tenures at Merck . Ladies and gentlemen, we are entering a new era of globalization, one that is being tested by growing geopolitical multipolarity, rising protectionism, and evolving trade conflicts. All of these present clear challenges to the global economy. Yet, if history has taught us anything, it is that business thrives on collaboration, innovation, and open markets. At Merck we advocate for a more connected world, not less. We cannot afford to retreat into silos. That is why we champion global trade and foster innovation across borders. At the same time, we are also acutely aware of the shifting geopolitical dynamics that challenge us at every turn. In this volatile landscape, resilience is not only an advantage. It is a must. It is a must for sustainable long-term growth.

With more than 350 years of history behind us, our strength lies in the resilience of our company. This resilience rests on three pillars. First, our multi-industry business model. Second, our regional diversification and our region-for-region strategy. Last but not least, the talent and expertise that our employees bring to work every day. All of this has shaped our global presence, and we take pride in our European roots. While our largest workforce by country is in the U.S., our highest sales come from China and the rest of the Asia-Pacific regions. You can see that we think globally but continue to act locally. To further enhance our company's resilience, we have been making strategic investments to bolster production and R&D capabilities across our key markets, including Europe, the U.S., and Asia-Pacific. Last year alone, we invested in, among other things, a biosafety testing facility in Rockville, U.S.

We expanded our ADC manufacturing capabilities and capacity in St. Louis, Missouri, in the U.S. We also invested in a new advanced research center in Darmstadt, Germany, a new bioprocessing production center in Korea, and a new advanced materials center in Japan. All of these are more than facilities. These investments illustrate our commitment to innovation and to staying strong, no matter what the challenges around us are. However, the world is not shaped by geopolitics alone. We are also living in an era where the seemingly impossible is actually becoming reality. Advances in science are rewriting the rules of medicines, technologies reshaping industries, and artificial intelligence is redefining human potential. The forces driving this transformation, biotechnologies, novel modalities, and AI, are not just passing trends. These are seismic shifts that will determine the future of mankind.

The question is not whether these breakthrough innovations will happen, but where and how those will happen. Please allow me to add one aspect about Europe. Europe has the potential to lead in many of these areas, but only if we act decisively. To reestablish Europe as a powerhouse of innovation, we must cut bureaucracy, accelerate investment in key technologies, and most importantly, fully unlock the potential of the European single market. As a company deeply rooted in Europe, we actually refuse to stand on the sidelines. We choose to lead. This is why we have sharpened our portfolio with a laser focus on advanced technologies. Antibody-drug conjugates, or ADCs, for example, represent the new and kinder generation of cancer treatment. These compounds target cancer cells without damaging surrounding healthy cells. This means fewer side effects and allows more precise and safer cancer treatment.

The market for ADCs is growing very fast. According to a new report from Markets and Markets, the ADC industry will more than double from $9.7 billion in 2023 to reach almost $20 billion by 2028. Recognizing this potential, we have made significant investments across both our Life Science and our Healthcare sectors. I have already mentioned our investment in expanding the ADC manufacturing capacity in the U.S., but we have more. Our Mobius ADC reactor, designed specifically for ADC manufacturing, is another example. It offers faster turnaround, lowers the risk of contamination, and ensures high product quality. In Healthcare, we are excited about the potential of M9140, our first in-house developed ADC that has entered the clinic. It has already shown promising early data in colorectal cancer. In addition, we have recently advanced our second ADC, M3554, into a phase I clinical trial.

Breakthrough innovations like ADCs are clearly transformative forces shaping the future of humanity. Equally transformative is artificial intelligence, another priority for us. We recognize AI's immense power and potential, leveraging it across our value chain to drive business efficiencies, to drive growth, and to enhance our customer experience. Let me be very clear. We are not just an AI user. We are also a leading AI enabler because our Electronics business sector develops new materials for semiconductors that power AI models with advanced chips. To strengthen our technology leadership in semiconductor materials, our Electronics business has sharpened the portfolio focused on advanced technologies. The acquisition of Unity SC and the divestment of Surface Solutions are pivotal strategic moves. Unity SC is a provider of metrology and inspection instrumentation for the semiconductor industry. This acquisition enhances our role as an integrated leading solution provider for next-generation chips.

All these efforts are deeply reflected in our vision: sparking discovery, elevating humanity. We introduced this vision last year to honor the outstanding commitment of our more than 62,000 colleagues worldwide and the impact of their work. In everything we do, whether it is advancing ADCs, developing groundbreaking solutions in semiconductors and artificial intelligence, our vision is serving as a very powerful reminder. There is nothing small in what we do. Our investments and portfolio moves are laying the foundation for sustainable long-term growth. Our business performance in 2024, meanwhile, fueled our growth momentum by delivering on our targets. I'm very proud that we deliver on the commitments we set for the year and return to profitable growth in 2024. Group net sales grew organically by 2%, reaching EUR 21.2 billion. EBITDA pre grew to EUR 6.1 billion, reflecting a 6.9% organic increase, and earnings per share pre grew to EUR 8.63.

Importantly, all three business sectors contributed to this achievement. Now, let's take a closer look at some of the key developments in our three sectors, starting with Life Science. Life Science resumed growth in the second half of 2024. The first half of the year was overshadowed by inventory de-stocking at customer level and tough year-over-year comparables in the wake of COVID-19. This caused full-year sales to decline by 3.3% to EUR 8.9 billion. Let's take a further look at individual business units. The Science and Lab Solutions business offers products and services for pharmaceutical, biotechnology, and academic research. This business unit recorded a slight organic sales growth of 0.2%. The Process Solutions business unit, which is marketing solutions for the entire pharmaceutical production value chain, saw organic full-year sales decline of 6.4%.

However, I'm very pleased with the good order intake in Process Solutions, which registered low teens growth sequentially in Q4 versus Q3 and an even higher growth year on year. Life Science Services offers customers a fully integrated portfolio of services for contract development and manufacturing of medications, as well as testing services. In 2024, sales of this business unit declined by 9% organically. Across Life Science, we will continue to pursue bigger and bolder innovation projects. One area in which we have made strong progress is monoclonal antibody, or MAB, manufacturing. MAB is a lab-made molecule that mimics the immune system's ability to fight diseases. We will also focus on breakthrough products and technologies, particularly in the areas of the lab of the future, digital solutions, as well as novel modalities like the one I mentioned, ADCs, and others.

All of this will be supported by enhancing both our internal capabilities, our R&D investments, and also exploring external innovation opportunities. A notable example is our acquisition of MYROS Bio, which specializes in vector-based cell and gene therapies. Now moving on to the healthcare sector. Healthcare was the best performer of the year with 7% organic sales growth. The key growth drivers were our oncology and cardiovascular metabolism and endocrinology franchises, in short, CM&E. Oncology delivered sales growth of 13%, mostly supported by Erbitux, but Bavencio and Tepmetko contributed as well to that growth. It is worth mentioning that our cancer drug Erbitux achieved sales of EUR 1.2 billion and further consolidated the blockbuster status. CM&E delivered strong growth across all therapeutic areas and all regions with an organic increase of 8%.

In neurology and immunology, sales increased by 2.3% organically, and Mavenclad, a medicine for the treatment of multiple sclerosis, recorded organic sales growth of 12%, achieving sales of EUR 1.1 billion, which is making Mavenclad another blockbuster in our portfolio. Sales of fertility were slightly up by 1% organically. We are particularly proud that we served around 184 million patients worldwide with our medicines in 2024. This includes 81 million patients supported through our commitment to combating cystosomiasis. Of course, we also have disappointment. We were disappointed by the setback with Xevinapant, an asset that we have investigated for the treatment of a very difficult-to-treat tumor, head and neck cancer. While this outcome was not what we have hoped for, such challenges are an inevitable part of the R&D attrition process. Looking forward, we remain confident in our ability to drive long-term growth. Why?

Because we have a strong commercial portfolio, first. Second, a very focused pipeline and a diverse network of partners. I have mentioned our progress in ADCs for our early-stage pipeline. In late-stage development, we have promising candidates such as Pimicotinib for tenosynovial giant cell tumor, or TGCT. Although TGCT is not cancerous, it is often locally aggressive and can seriously impact patients' quality of life. For this indication, a phase III study, a pivotal phase III study, has already met its primary endpoint. Pimicotinib is an in-licensed asset from our Chinese partner, Abbisko Therapeutics . We own the worldwide commercialization rights of Pimicotinib, including the U.S. Moving forward, we are committed to driving long-term growth through both internal and external innovations, targeting approximately 50% of new product launches from external sources. Before I close on Healthcare, I would like to briefly address the news you have seen last night.

We are in late-stage discussions with SpringWorks Therapeutics on a potential acquisition. SpringWorks is a U.S.-based commercial-stage biopharmaceutical company that is focused on difficult-to-treat rare tumors. I would like to reiterate that no final decision has been taken yet, and no legally binding agreement has been entered into. I recognize that transparency is vital for our shareholders, for you. As we have done in the past, we stay committed to promptly and clearly communicate on such relevant news as soon as a definitive outcome is reached. Now, let me turn to Electronics. There is a 99% chance that any electronic device containing a semiconductor that you touch has come into contact with our materials and equipment at some point. The sector delivered an organic sales growth of almost 5% in 2024. Semiconductor Solutions was once again the main driver for the sector.

This business unit develops products and services for the semiconductor industry. Sales in this business unit of semiconductors increased by almost 8% organically. The main growth came from high-value materials for advanced nodes driven by the strong uptake of artificial intelligence, chip systems, and other technologies. The two other business units within Electronics, Display Solutions and Surface Solutions, recorded sales declines as expected. In the short term, we believe that the demand for materials for artificial intelligence and advanced nodes will continue to grow. However, the wider semiconductor market is yet to see a rebound. In the long term, we see strong growth opportunities because we have strengthened our position as an integrated solution provider for next-generation chips. As mentioned before, the acquisition of Unity- SC has further reinforced our Display Solutions business unit, which now has been renamed Optronics. This new name is not by chance.

This new name reflects our evolution beyond display technologies, positioning us as a leader in advanced optical technologies, which we believe is a key driver of long-term growth. In sustainability, we are also making great strides. We aim to reduce our direct and indirect greenhouse gas emissions by 50% between 2020 and 2030. During 2024, we cut these emissions already by 26%. What it means is that we have almost halved our direct and indirect emissions since 2020. This is giving us confidence that the 2030 target will be achieved significantly earlier than originally planned. At the same time, we are proud of our progress in hiring top talent and promoting fairly based on competence and results. Let me reaffirm that the richness of perspectives and experiences within our company is one of our greatest strengths.

We will continue to put our people at the center and to foster an inclusive workplace with equal opportunities for all. A notable example of how we do this is the recent launch of our caregiver leave benefit, in which we offer a financially protected 10-day minimum leave to all employees globally whose family members may be critically or terminally ill. Overall, 2024 was a successful year for us. Most importantly, we kept our promise and returned to profitable growth. I want to take this opportunity to send a big thanks to our more than 62,000 employees for such a remarkable year. Equally, I would like to extend my sincere gratitude to you, our shareholders, for your strong support. In recognition of your commitment, we propose a stable dividend of EUR 2.20 per share at today's Annual General Meeting. Finally, let's take a look at what 2025 will hold for us.

We have an innovation-driven portfolio, a resilient business model, and a strong presence in key markets worldwide. All of this is boosting our confidence in a brilliant future. As already communicated in March at our annual press conference, we expect to continue on our profitable growth trajectory in 2025. We anticipate that Life Science will return to profitable growth, powered by the momentum of our Process Solution business, as I mentioned before, on order intake. Healthcare will continue on the organic growth path with our CM&E and Fertility franchises as the driving force. In Electronics, the demand for artificial intelligence applications and modern semiconductors will create even stronger tailwinds. In 2025 and beyond, we will continue to focus on our three strategic priorities. Growth. Number one, growth is the heartbeat of our company.

We aim to continue to drive profitable growth by capitalizing on favorable macro trends, including complex biologics, novel modalities, and semiconductors for AI. Number two, innovation. Innovation is the lifeblood of our business. We will continue to boost our own R&D capabilities while continuously exploring external innovation opportunities. Last but not least, people. People are the backbone of our success. We will continue to invest in our people, focusing on leadership, reskilling, and upskilling. As we stand at the threshold of a new era, we are determined to be the riders of the waves. Our investments across key markets, our focus on cutting-edge technologies, and our clear vision for the future position us not only to navigate the geopolitical uncertainties around us, but to lead in the sphere of scientific and technological transformation. We are a resilient, innovative company. We stand for cutting-edge science and technology.

We are ready to harness the power of megatrends and turn those into lasting opportunities. In 2025 and beyond, success means first, bringing life-changing therapies to patients faster, leveraging artificial intelligence to accelerate our business, driving transformative innovations across our business sectors. With a strategic focus on growth, an unwavering commitment to innovation, and a deep dedication to our people, we are ready to turn 2025 into a year of tangible achievements. Before I close my speech today, I am pleased to share that we will hold our Annual General Meeting in person next year. Together with my colleagues from the Executive Board and the Supervisory Board, I look forward to meeting you in person in Frankfurt next year. Thank you for your attention.

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