Merck : Exchange offer / Tender offer - MERCK KGAA - XS2218405772 MerckKGaA 1,625% 09/09/2080

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR IN OR INTO OR TO ANY PERSON RESIDENT OR LOCATED IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

Merck KGaA announces the results for its Tender Offer in respect of its EUR 1,000,000,000 Subordinated Fixed to Reset Rate Notes due 2080 with a First Optional Redemption Date in June 2026 (ISIN: XS2218405772) (with an outstanding amount of EUR 841,700,000)

25 November 2025. Merck KGaA (the "Company") announces today the results for its invitation to eligible holders of its EUR 1,000,000,000 Subordinated Fixed to Reset Rate Notes due 2080 with a First Optional Redemption Date in June 2026 (ISIN: XS2218405772) (with an outstanding amount of EUR 841,700,000) (the "Notes") to tender their Notes for purchase by the Company for cash up to the Maximum Acceptance Amount (as defined in the Tender Offer Memorandum) (the invitation regarding the Notes, the "Offer").

The Offer is being made on the terms and subject to the conditions contained in a tender offer memorandum dated 17 November 2025 (the "Tender Offer Memorandum") prepared by the Company and is subject to the satisfaction of the New Financing Condition and the other conditions set out below and as more fully described in the Tender Offer Memorandum.

The New Financing Condition has been met on 24 November 2025.

This notice is for information purposes only and should be read in conjunction with the tender offer memorandum dated 17 November 2025 (the "Tender Offer Memorandum") prepared by the Company.

Capitalised terms used in this notice but not defined herein have the meanings given to them in the Tender Offer Memorandum.

The Company has accepted tenders in the principal amount set out in the table below:

ISIN	First Reset Date	Purchas e Price	Principal Amount of Notes validly tendered	Principal Amount of Notes accepted for purchase	Principal amount outstanding following completion of the Offer	Scaling Factor
XS2218405772	9 September 2026	99.45%	EUR 571,100,000	EUR 571,100,000	EUR 270,600,000	N/A

The Company will also pay Accrued Interest with respect to the purchased Notes.

The Offer commenced on 17 November 2025 and expired at 5:00 p.m. (Frankfurt time) on 24 November 2025. Settlement is expected to take place on 27 November 2025 (the "Settlement Date").

Notes that are not successfully tendered and accepted for purchase pursuant to the Offer will remain outstanding.

Questions and requests for assistance in connection with the Offer may be directed to the Dealer Managers, the contact details for each of which are set out below:

DEALER MANAGERS BNP PARIBAS

16, boulevard des Italiens 75009 Paris

France Telephone: [phone]

Attention: Liability Management Group Email: [e-mail]

Deutsche Bank Aktiengesellschaft

Mainzer Landstr. 11-17 60329 Frankfurt am Main Federal Republic of Germany Telephone: [phone]

Attention: Liability Management Group

Mizuho Bank Europe N.V.

Atrium Amsterdam, 3rd Floor Strawinskylaan 3053, 1077 ZX Amsterdam

The Netherlands Telephone: [phone]

Attention: Liability Management Email: [e-mail]-

sc.com

Skandinaviska Enskilda Banken AB (publ)

Kungsträdgårdsgatan 8

10640 Stockholm Sweden

Telephone: [phone] Attention: Liability Management Email: [e-mail]

TENDER AGENT Kroll Issuer Services Limited

The News Building

3 London Bridge Street London SE1 9SG United Kingdom

Telephone: [phone] Attention: Owen Morris Email: [e-mail]

Website: https://deals.is.kroll.com/merck

This notice, the Tender Offer Memorandum and the Offer are not for distribution, directly or indirectly, in or into or to any person located or resident in the United States.

The Offer referenced herein is not being made, directly or indirectly, in or into the United States by use of the mails or by any means or instrumentality (including, without limitation, e-mail, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or of any facility of a national securities exchange of the United States and the Offer cannot be accepted by any such use, means, instrumentality or facility or from within the United States.

This notice, the Tender Offer Memorandum and the Offer do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States.

Nothing in this notice and the Tender Offer Memorandum constitutes or contemplates an offer to buy or the invitation to offer to sell securities in Italy (except as set out in the Tender Offer Memorandum), Belgium (except as set out in the Tender Offer Memorandum), the Republic of France (except as set out in the Tender Offer Memorandum) or any other jurisdiction in which such offer or solicitation would be unlawful.

The Tender Offer Memorandum and the Offer may only be communicated to persons in the United Kingdom in circumstances where section 21 (1) of the Financial Services and Markets Act 2000 does not apply.

The distribution of this notice and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this notice, and the Tender Offer Memorandum comes are required by the Company, the Dealer Managers, and the Tender Agent to inform themselves about, and to observe, any such restrictions. See "Offer and Distribution Restrictions" in the Tender Offer Memorandum.