Business Conduct (G1)

Responsible corporate governance is the foundation for sustainable success and societal trust. To reflect the different material dimensions of this topic, the chapter is divided into three key areas: corporate culture, animal welfare and anti-corruption and bribery.

Our material impacts related to business conduct (G1 SBM-3)

Our policies related to corporate culture (G1-1)

Corporate culture

For over 350 years, we have aimed to improve and enhance people’s lives worldwide. Our High-Impact Culture enables us to continuously reexamine our ways of working and challenge long-held assumptions with the aim to advance human progress. It also motivates us to recruit, develop, retain, and promote top talent while cultivating and promoting an inclusive working environment.

As a science and technology company, we thrive on change and view it as an exciting opportunity for growth and innovation underscored by our company vision “Sparking Discovery, Elevating Humanity”. Our commitment is to create a brighter, healthier and more sustainable world for customers, patients and communities around the globe. Our multi-industry business model and global footprint represent a competitive advantage. In addition, with our values and behaviors rooted in a long history, we want to ensure that we can carefully plan for the needs of both current and future generations. Our research and business decisions are guided by a clear moral and ethical compass, outlined in our Code of Conduct. Furthermore, our High-Impact Culture and inclusive mindset are intended to give us the strength and agility to navigate through challenging circumstances. By embracing these values and behaviors, we set a foundation for a company where employees feel that they belong and are encouraged to thrive in their work.

Defining clear workplace behaviors helps us support our purpose and create an environment where everyone can grow and succeed. These behaviors reflect our values and ensure that our teams embrace different cultures, ideas and life experiences. The behaviors are:

• Be obsessed with customers and patients: We focus on the impact we create. The customer’s and patient’s needs are the starting point of our work.

• Act as the owners: We think and behave like owners, we make decisions and act on behalf of the company’s best interest not just our own.

• Be curious and innovate boldly: We challenge our own thinking and the status quo, focusing on better approaches and innovative methods while staying aware of the competition.

• Simplify and act with urgency: We value simplicity and efficiency. By eliminating unnecessary processes, we focus on what matters most and adapt quickly, when necessary, as speed is crucial to staying competitive in every business.

• Raise the bar: We constantly set high standards for ourselves and our teams, striving to deliver the best quality in our products, services and processes.

• Disagree openly, decide, and deliver: We think independently and deliver as a team. We make clear what is important in every decision, take accountability, and avoid deferring difficult decisions. Once a decision is made, we all commit to it.

One core principle that guides our operation is maintaining high standards of ethical conduct. To support this, we implemented a Group-wide whistleblower and complaints system for reporting any forms of misconduct. A central component of this is our Compliance Hotline, which we have set up in collaboration with a third-party provider. It is accessible to our employees as well as external stakeholders. Concerns can be reported in more than 40 languages and around the clock, 365 days per year, free of charge and anonymously, either by telephone or via a web-based application. The channels can be accessed via our external website Compliance Hotline.

Our Whistleblowing and Investigations Standard reinforces our commitment to maintaining and strengthening a culture of speaking up. The policy provides guidance on reporting potential violations and our procedures for investigating reports of misconduct while ensuring confidentiality and protecting whistleblowers in line with the Directive (EU) 2019/1937.

Reports to the central reporting channels are directly received and reviewed by a central, independent, and qualified team from Group Compliance. The qualified experts handling the report must act impartially, objectively, and in a timely manner, while striving to maintain confidentiality. In addition, our qualified experts are provided with our Whistleblowing and Investigation Standard, Compliance-Hotline and Case Management relevant training materials and investigation related templates. Compliance-relevant cases with a particular risk profile are presented to the Compliance Case Committee, comprising senior members of our Compliance, Legal, Data Privacy, Internal Auditing, and Human Resources departments. The Committee evaluates and classifies specific compliance cases and takes appropriate measures to clarify the identified issues.

Moreover, we provide regular training for employees on existing and new compliance requirements, guidelines and best practices, both in person and online. The topics include various areas such as Code of Conduct, anti-corruption, and data privacy. Employees are required to complete these courses during their onboarding period and to repeat the training based on their level of risk exposure. Furthermore, we continuously update our training curricula to reflect new developments. Some courses also apply to independent contractors and contingent workers, such as temporary workers.

Our actions related to our corporate culture (G1 MDR-A)

Our commitment to fostering an environment in which every employee feels valued, engaged and empowered to contribute to our collective success is at the core of our High-Impact Culture. We believe that acknowledging and rewarding individual achievements, along with a feedback-driven culture, enable this collective success. For this reason, we use a performance management approach that values employee expectations, defines clear goals, ensures feedback, and rewards outstanding performance. Our actions in relation to our corporate culture follow our Code of Conduct and aim to empower our employees to act in accordance with our core values. This approach applies to all employees across all business sectors. Unless otherwise specified, all actions are to be considered ongoing and have no fixed closing date.

Strengthening our sustainability culture

Since 2021, e-learning courses on our sustainability strategy have been a mandatory part of our onboarding and training for new and existing employees. In 2025, we reviewed and updated these mandatory training sessions and significantly expanded access to voluntary courses on various sustainability topics. In 2025, we also hosted our first company-wide sustainability day. It featured engaging sessions from all business sectors, including contributions from an Executive Board member, the Vice Chairman of the Family Board and Board of Partners of E. Merck KG, Darmstadt, Germany, and external keynote speakers.

Our Sustainable Network brings together employees and leaders from across our company. It supports mutual learning and voluntary exchanges on a range of sustainability topics. Throughout the year, we offer regular upskilling sessions on sustainability topics, aligned with our annual sustainability communications plan, to foster deeper engagement and promote open dialogue. In 2025, we rolled out a new sustainability narrative to guide our internal and external communications. Our sustainability initiatives aim to comply with all local laws and regulations, ensuring that we operate responsibly while furthering our sustainability strategy.

Attracting and inspiring key talent

We believe that a strong and appealing employer brand is built from the inside out. Our overarching objective is to attract qualified employees and build a strong organizational culture that supports effective collaboration and long-term employee retention. In 2025, we launched a campaign to provide insight into our culture and our employees’ passion for our vision of “Sparking Discovery, Elevating Humanity”: employees shared stories in video format. Furthermore, we want to focus our efforts on reaching relevant talent beyond our current industry by increasing the channels we use to raise awareness among potential candidates who may not yet be familiar with the opportunities we offer. We are also working consistently to enhance the onboarding phase of our new employees, helping them adopt our High-Impact Culture and develop a strong sense of belonging within their team and their organization. We support managers in integrating new employees, ensuring they understand our high standards for ethics, integrity, accountability, and care. Additionally, we train our talent acquisition team to provide equal opportunities to all. Through our global minimum standards for the hiring process, which include clear expectations for hiring managers, we aim to ensure a fast and quality-oriented process. Our recruiters are trained to guide our hiring managers in following sound practices.

Embracing conversation and dialogue

In our increasingly connected world, we believe that feedback enhances open dialogue, builds trust, motivates, and improves collaboration. Our 360° feedback tool shall encourage our employees to provide continuous feedback based on integrity and respect. In the reporting year, we conducted various enablement sessions to further promote conversation and dialogue around our feedback culture. These included the interactive learning format Space2Grow, which emphasizes practical learning for our employees. As a part of the New Leader Onboarding Journey and the Supervisor Academy, our new managers are equipped not only with process knowledge, but also with an understanding of cultural differences.

Empowering our employees

Within our company, we foster an environment of trust, open feedback and mutual respect. We encourage everyone to contribute to our organization’s collective success through internal communication platforms, surveys and discussion rounds. We also conduct employee surveys at various stages of the employee journey, such as onboarding surveys, pulse checks, engagement surveys, and exit surveys. These help us identify our areas of strength as well as opportunities to improve employee well-being, engagement and belonging. Based on the survey results, we identify follow-up areas at the global or sector/functional level and translate them into action plans. In 2024, we launched our Leadership Growth Journey, a global training initiative for all leaders. It is tailored to different leadership levels and aims to strengthen leadership capabilities in line with our High-Impact Culture. By the end of 2025, more than 3,000 leaders had completed the training. Full implementation, including all individuals with direct reports as of June 30, 2025, is planned by the end of 2026. Additional programs such as Empower Your Team and Empower Your Organization complement this initiative by promoting collaborative leadership and open dialogue. Alongside investing in our leaders, we are committed to supporting our employees during moments that matter in their lives. The rollout of the “Moments That Matter Caregiver Leave” to all employees globally will be completed on January 1, 2026. This initiative provides employees with up to 10 days’ paid leave to support a close family member in an urgent or terminal health situation. We implemented this benefit to reinforce our caring culture by encouraging employees to share these challenging personal circumstances with their managers and facilitating managers to support them empathetically.

MyGrowth: Empowering employees for skills-driven professional growth

MyGrowth shall empower employees at all levels of the organization to take control of their professional development and become part of a skills-powered organization. Building on a growth-oriented mindset and our artificial intelligence-driven platform, MyGrowth enables employees to shape their own professional journey. By providing access to tailored learning opportunities, mentorship programs, internal job prospects, and development assignments, MyGrowth promotes a continuous learning culture that aligns employee growth with the strategic needs of the company. We conducted optional introductory sessions in English, French, German, Polish, Portuguese, and Spanish to educate employees on the growth mindset and the MyGrowth platform, ensuring inclusivity and accessibility for all. MyGrowth Global Development Weeks promote collective learning across the organization, encouraging collaboration and sharing of knowledge. This two-week learning event offers our employees a range of free global and local learning opportunities and includes a variety of interactive sessions, workshops and activities focused on skills development.

MyImpact: Building a culture of feedback and performance

MyImpact is our framework for maintaining and further developing a feedback-driven and performance-oriented culture in our company. It is designed to ensure that every employee is empowered to take ownership of their performance, actively participate in feedback conversations and contribute meaningfully to the company’s success. A mandatory e-learning ensures that employees, regardless of their role, have equal access to understanding performance management principles and can apply them effectively in their day-to-day work. As part of MyImpact, we send out a newsletter several times a year, promoting psychological safety to build a culture where employees feel safe. Furthermore, we continue communication and framework refinement based on feedback, evolving technology and indicators. By evaluating feedback based on defined indicators and transparently sharing lessons learned, we want to ensure that MyImpact is applied consistently and aligned with the company’s strategic goals. The framework contributes to a culture of continuous improvement, bringing employee behavior in line with our ethical standards and High-Impact Culture.

Evaluating the implementation of the High-Impact Culture

We have conducted an evaluation of the High-Impact Culture initiative. It focused on our largest hubs in China, Germany and the United States to identify gaps and opportunities to further strengthen the implementation of the High-Impact Culture framework. The overarching aim of this analysis complements the ethical behaviors in our company as defined in our Code of Conduct. In 2025, we implemented the initial recommendations and integrated activities that promote the High-Impact Culture in alignment with our business objectives and values. We address all employees worldwide, thereby aiming to further drive the integration of the High-Impact Culture across the organization.

AI upskilling journey

In 2025, we launched a company-wide AI Literacy Campaign to foster awareness and promote the responsible use of artificial intelligence. It aims to demystify AI tools, empower all employees to leverage AI in their daily work, and showcase practical applications that drive value across our business sectors and Group functions. The campaign provides resources, training and real-world examples that help our employees understand how AI can enhance their productivity, decision-making and innovation, while emphasizing ethical and responsible AI practices. This mandatory AI training helps to ensure the consistent understanding and responsible application of AI technologies. In support, we launched an intranet page with an allowlist of approved AI tools and hands-on examples of ethical usage. Following the publication of our Group AI Governance Standard in June 2025, we continued rolling out the campaign throughout the year.

Our targets and metrics related to our corporate culture (G1 MDR-T, MDR-M)

We focus on monitoring progress through a series of qualitative measures and comprehensive evaluation processes. However, these are neither metrics nor quantitatively measurable goals that are time-bound and result-oriented. We monitor the effectiveness of our measures on the topic of corporate culture using various criteria, which are presented below.

Within our sustainability culture, we have been using the sustainability-related questions from our annual Employee Engagement Survey since 2023 to measure the impact of our activities. The results of the survey are used internally only to evaluate the maturity of the sustainability mindset within the company and to identify and address differences across functions, regions and hierarchy levels.

In 2025, as part of our efforts to attract and inspire key talent, we continued measuring progress in terms of the quality of our onboarding process and talent retention. This included evaluating our talent management initiatives and analyzing the reasons why talented people leave our company. We also monitor the voluntary turnover rate of top talents and new hires.

In addition to monitoring participant feedback and enrollment rates for our leadership programs, we track the usage frequency of our 360° feedback tool. To continuously empower our employees, we conduct engagement surveys and assess engagement scores to evaluate employee well-being and belonging, as well as the overall resilience of our organization. We define employee engagement as the emotional and intellectual involvement that motivates employees to do their best work and contribute to the success of our company. Additionally, we use a quality index score to track the overall progress and effectiveness of our work and processes.

Since 2023, on a quarterly basis, we have been using MyImpact to measure feedback-based indicators. This includes tracking the number of performance feedback users in the respective year, the response rate to feedback requests and the overall results compared to the previous year.

Since 2024, a biweekly report from the MyGrowth dashboard has provided HR and leadership with updated insights on platform usage and the number of user profiles that include specific skills and participation in mentorship programs.

Animal welfare

International and national guidelines mandate the use of animal testing for medicinal compounds and chemicals, both during their development and for their approval prior to commercial use. In addition, there is still animal research, which from an ethical and scientific perspective is indispensable. We conduct animal-using activities in all three of our business sectors, not only adhering to all applicable laws and regulations, but also committing ourselves to high ethical and animal welfare standards going beyond legal requirements.

Our policies related to Animal welfare (G1-1)

Our actions related to Animal welfare (G1 MDR-A)

Our actions related to animal welfare follow our Animal Science and Welfare Policy. Our long-term objective is to be a pioneer in phasing out animal work. Until we achieve this aim, we will continue applying high ethical and animal welfare standards related to quality, housing, husbandry and veterinary care to all animals within our care. We also orient ourselves toward the species-specific needs of the animals we work with.

4Rs Workstreams

The One Group 4R Program encompasses key principles that aim to enhance animal welfare and drive innovation. We are committed to the internationally recognized principles of the 3Rs for animal testing (Replacement, Reduction and Refinement) and have strengthened our dedication to animal welfare by adding Responsibility as a fourth principle. This approach aligns with the ethical principles published by David DeGrazia and Tom Beauchamp in their 2019 book “Principles of Animal Research Ethics”. Under the 4R Program we implemented the following workstreams:

• Replacement: Substituting animal studies with non-animal methods.

• Reduction: Using the minimum number of animals required.

• Refinement: Minimizing animal distress or discomfort via improved handling and housing techniques.

• Responsibility – Upholding a high level of care for all animals within our reach, both internally and among our business partners, as well as for the people involved in animal work.

Replacement as part of our 4Rs workstreams

We follow our 3 Basket approach to phase out animal work. This model categorizes animal work into three categories: (1) implementing available animal-free alternatives, (2) investing in the development of alternative methods, and (3) refining existing animal work methods where no innovative alternatives exist. In 2025, we focused on categorizing all animal-derived products into the three categories and establishing roadmaps to support structured phaseout, with special attention to eliminate the use of animal-derived material (for example, squalene, horseshoe crab blood and fetal bovine serum (FBS).

Our Bio-Convergence project focuses on developing alternative methods to enhance drug testing, by integrating artificial intelligence and advanced semiconductor technologies with human-derived cells and tissues. This innovative approach addresses the limitations of traditional animal models, while making clinical studies more successful, cost-effective and patient-centric, thereby fulfilling our ethical commitment. In 2025, we started collaboration with a nanoelectronics R&D hub (Interuniversity Microelectronics Centre, Belgium, [imec]) on developing next-generation microphysiological systems, which is a modular, scalable platform capable of simulating human body responses with unprecedented accuracy.

The ViA (In Vitro bioassay instead of Animal testing) project focuses on transitioning from animal testing to cell culture methods for the legally required quality control of our marketed products to treat infertility. In fiscal 2025, we received the approval for a new cell-based testing method for fertility medication and released the first batch of pre-filled injection of recombinant human follicle-stimulating hormone. We also successfully validated a new cell-based method for evaluating the strength of recombinant human luteinizing hormone.

Given the ethical, scientific, and safety concerns associated with FBS, which is harvested from fetal calves in slaughterhouses, we have continued our research into developing animal-free alternative media. Our focus remains on testing the specific needs of various cell lines to develop suitable alternatives for use in research, development, and manufacturing. In 2025, we successfully expanded our serum-free portfolio with the launch of three new products. Additionally, two peer-reviewed papers were published focusing on pathways analysis of cell lines under various media conditions with and without serum.

Reduction as part of our 4Rs workstreams

We are driving the development of virtual control groups to reduce the animal work in toxicology research. Using computer simulations instead of live animals could replace up to 25% of animal work in toxicological studies. This approach has been endorsed by health authorities including the EMA and the U.S. Food and Drug Administration (FDA) and will be gradually implemented in the coming years.

Refinement as part of our 4Rs workstreams

We continue improving animal welfare by implementing individual housing solutions and adopting non-aversive handling to prevent unnecessary harm and stress to the animals in our care. In 2025, all our vivaria implemented the procedure of non-aversive handling. We have defined our own species-specific needs for the mental, social, and physiological health of our laboratory animals, going beyond the definitions for housing and handling in legislation and guidelines, and established criteria to assess their fulfillment. This helps us identify and address areas for improvement.

Responsibility as part of our 4R workstreams

Our core responsibilities are to ensure high ethical and animal welfare standards for all animals within our reach, and to provide a Culture of Care (CoC) for the people working with animals. During fiscal 2025, we advanced our commitment to responsibility by focusing on the CoC, rehoming, training, cross-company interactions, and contributions to consortia. We also organized a Global Animal Technician Recognition Day to acknowledge and thank our animal technicians for their ongoing dedication and hard work in our vivaria around the world. Additionally, our vivarium sites held several CoC events to acknowledge the contributions of our people working with animals. We also facilitated the adoption and rehoming of rodents and non-rodents into foster homes, giving them a new life beyond the laboratory.

Our employees receive training and educational sessions on animal science and welfare through our Animal Affairs Academy since 2020. We provide internal and external courses on animal welfare and animal testing, and we also supervise and support workforce training on practical work with animals as well as on the applicable rules and regulations. This also includes dealing with incidents in relation to animal welfare. We have set up an internal webinar series called “Let’s talk Animal Affairs” to discuss the topic of animal welfare transparently and openly with our employees. Information about training courses and webinars is available on our intranet and is distributed via a newsletter. In 2025, the Animal Affairs Academy provided 64 training courses and workshops on the topic of animal research (2024: 112) training courses and workshops on the topic of animal research). These initiatives are designed to ensure that employees involved in animal-related activities receive regular and appropriate training and continuing education. The specific training needs (i.e. hours per topics per year) for any role that involves work with animals or work related to animals are defined in accordance with our Group Procedure on Animal Science & Welfare Training. More information on our training initiatives and specific requirements can be found under Our policies related to animal welfare (G1-1). Our Vivarium Rotation Program enables two employees from each of our vivarium sites to visit another vivarium every year to learn, exchange knowledge and share best practices. To promote ongoing dialogue outside the program as well, the Vivarium Rotation Program community was established it meets once per quarter and exchanges on lessons learned during visits.

By 2025 all of our our animal facilities were AAALAC (Association for Assessment and Accreditation of Laboratory Animal Care) accredited. This certification reflects our commitment to a high-quality animal care and use program. We are involved in several organizations and initiatives, including as Vice Chair of the Research and Animal Welfare Networks of the European Federation of Pharmaceutical Industries and Associations (EFPIA) as well as Interpharma, a federation of research-based pharmaceutical companies in Switzerland. Together with selected member companies, the audit group of the Animal Welfare Working Group of Interpharma conducts audits at contract research organizations and animal breeders. We are also involved with the Association for Assessment and Accreditation of Laboratory Animal Care International. This private, non-profit organization promotes the humane treatment of animals in science through voluntary accreditation and assessment programs. We continue to support the European Partnership for Alternative Approaches to Animal Testing (EPAA) and participate in its working groups to develop alternatives to animal testing. We initiated the “Marseille Declaration on the worldwide implementation of high standards for animals housed and used by the industry for scientific purposes, both internally and externally. This declaration supports our prioritization of animal welfare with our suppliers and partners. In 2022, together with three European pharmaceutical companies, we established the Marseille Declaration Steering Group. To date, 11 companies have endorsed the declaration. Through this initiative, signatories set clear expectations of animal welfare practices, both at their own facilities and external partners conducting studies with live animals worldwide.

All activities conducted as part of our 4R program are applicable globally across all business sectors and are considered ongoing with no defined closing date. These activities contribute to advancing ethical animal research by implementing improvements that support accountability, innovation, and align with our long-term sustainability goals. We closely monitor effectiveness of our operations via the 4R program aiming to improve our performance to phase out our animal work and reinforce our responsibility to uphold high animal welfare standards. For Replacement we track the percentage of animal-based testing and animal-derived products that have been successfully classified within the 3 Basket concept. For Reduction, we monitor progress on achieving our target on animal reduction by measuring the reduction in the number of animals used. More information can be found under Our targets related to animal welfare. For Refinement, we monitor the fulfillment of defined species-specific needs criteria. For Responsibility we are collecting evidence of prioritizing the avoidance of animal pain and suffering, along with examples of how the 4Rs are being advanced beyond our company boundaries.

Animal science and welfare audits

Our goal is to maintain transparency, ensure accountability for animal work and uphold high animal welfare standards. Therefore, qualifying all vendors conducting animal work on our behalf is an integral part of our strategy. This is achieved through a rigorous quality assurance process, based on our established and robust audit framework, as well as a comprehensive auditor training and qualification program. Our own vivarium sites are audited every three years by our Group function Corporate Animal Affairs. According to this audit plan, in 2025, 3 audits were carried out in our vivaria (2024: 0), and 32 Animal-Using Contracting Partners audits (2024: 34)Animal-Using Contracting Partners audits) were completed. These audits reflect our commitment to compliance and excellence in animal welfare practices. In addition, we continued our supervisory role of Corporate Animal Affairs by conducting regular veterinary inspections of all our vivarium sites globally and monitoring the reporting of animal science and animal welfare incidents, both internally and externally.

Our targets related to Animal welfare (G1 MDR-T)

Our metrics in relation to Animal welfare (G1 MDR-M)

The metrics related to animal use are part of our entity-specific metrics. These include the total number of animals used for either testing or animal-derived product generation across the entire company as well as providing a breakdown by business sectors (Life Science, Healthcare and Electronics). We track year-on-year percentage changes in animal use to monitor trends over time. Additionally, we differentiate between animals used internally by our vivariums and those used externally by our contracting partners, with further categorization by species. For the Life Science sector, we also report the number of animals used relative to net sales (i.e., the relative value for Life Science) on an annual basis, as this sector often conducts animal-related activities on behalf of its clients. By contrast, in the Healthcare business sector, animal testing is a legal requirement to evaluate the safety and efficacy of medicines under development or in preclinical research. Animal numbers are collected at the business sector level, categorized into internal and external data, and reviewed quarterly by the Animal Affairs department. The measurements of the entity-specific metrics are not validated by an external body.

Anti-Corruption and Anti-Bribery

Across our global operations, we set and enforce strict rules to prevent corruption in our business activities. We do not offer or accept bribes, and strictly prohibit all forms of corruption, extortion and embezzlement. Correspondingly, we also expect our suppliers to uphold these same principles. They must refrain from granting or accepting bribes, kickbacks or illegal payments, either directly or indirectly, and comply with all applicable anti-corruption laws, rules and regulations. We are committed to upholding high standards of integrity by implementing robust anti-bribery and anti-corruption measures that ensure a transparent and ethical business environment.

Our policies related to anti-corruption and anti-bribery (G1-1)

Prevention and detection of corruption and bribery (G1-3)

As a global company, we have stringent requirements for maintaining effective compliance management. Importantly, we seek to emphasize compliance by acting in line with our company values and believe that profitable business operations should go hand in hand with ethical standards.

Corruption and bribery risk assessment

We have implemented a range of procedures to mitigate the risk of corruption and bribery. They ensure we uphold effective prevention measures and can detect and address any allegations or incidents. To assess risks and the effectiveness of our controls, we have implemented various indicators that we monitor regularly. Our approach to risk minimization is governed by a global framework that emphasizes ethical and legally compliant business processes. Our compliance risk assessment process covers all of our business sectors. The assessment is based on a comprehensive risk matrix that improves objectivity and enables a data-driven risk approach through in-depth risk categorization and risk scenarios. Additionally, it uses country risk segmentation to classify the countries where we actively operate regarding their risk exposure to bribery and corruption. Subsequently, we use the outcome to prioritize initiatives and intensify activities in countries with higher risk levels. The regular reassessment of the country risk segmentation as well as of bribery and corruption risks takes place every two to three years to ensure ongoing effectiveness and relevance.

As part of our commitment to responsible business practices, we also apply a risk-based approach when selecting external partners. The greater the estimated risk related to a particular country, region or service type, the more in-depth our due diligence process is before entering a business relationship. Based on the outcome, we determine whether to reject the potential external partner, impose conditions to mitigate identified risks or terminate an existing relationship.

Additionally, we actively prevent bribery by enforcing strict value limits for gifts and entertainment. These limits are embedded into the company tool we use to reimburse travel and expenses. All submissions are subject to an approval process, which includes an additional internal review if they exceed specific cost thresholds. A custom developed tool for managing our interactions with healthcare professionals uses a risk based approach that is integrated into a system driven risk assessment. We follow clearly defined internal approval requirements and procedures for each type of interaction, in line with applicable laws and codes. More information on transparency reporting can be found under Dealing with medical professionals and transparency reporting.

External certification of the Compliance-Management-System

Since November 2022 our Compliance-Management-System is externally reviewed in accordance with the principles of proper auditing of Compliance-Management-Systems (IDW AsS 980 as amended 09.2022). Its focus is on preventing bribery, corruption and money laundering. The review identifies potential areas of improvement and assesses whether the measures we have taken adhere to the applicable regulations, policies and processes. The assessment covers three phases. The first two phases – the pre-assessment and adequacy assessment – were completed in 2023 with no material findings. The adequacy assessment found that the processes and measures in our Compliance-Management-System are adequately designed and implemented to manage our compliance risks. The third phase, the effectiveness assessment, is not yet completed.

Corruption and bribery audits

Group Internal Auditing regularly reviews functions, processes and legal entities worldwide. They also assess the effectiveness of the respective compliance guidelines, processes and structures. If an internal audit results in recommendations for improvement measures, Group Internal Auditing performs a systematic follow-up and monitors the implementation of the recommended corrective actions. In 2025, Group Internal Auditing conducted 29 audits (2024: 30) related to bribery and corruption risks (thereof 19 of Merck KGaA, Darmstadt, Germany, 2024: 6). The increased number of Merck KGaA, Darmstadt, Germany, audits is attributed to the Group Internal Auditing’s shift in focus towards the global process audits.

Investigation of corruption and bribery incidents

Any concerns related to corruption and bribery can be reported through various central reporting channels. All submissions are investigated further according to our Whistleblowing and Investigation Policy and our internal investigation procedure. To ensure objectivity, the committee responsible for investigating incidents is separate from the chain of management involved in the matter. Our Chief Compliance Officer reports to the Executive Board and Supervisory Board on the status of our compliance activities, potential risks and serious compliance violations at least twice a year. More information on whistleblowing and investigations can be found under Policies related to corporate culture G1-1.

Compliance awareness and training

We communicate our compliance policies across various platforms (for examplethe annual Compliance Newsletter, targeted emails and intranet posts) at least once a year to ensure the policies are accessible and understood by all relevant stakeholders. This approach promotes a strong culture of accountability and integrity across our workforce.

Our efforts to mitigate corruption and bribery risks also extend beyond the boundaries of our own company. Through our global third-party risk management process, we aim to ensure that our sales partners – including commercial agents, distributors, dealers, and high-risk vendors – are informed about our compliance principles. We expect our third parties to comply with relevant laws and reject all forms of bribery.

As bribery and corruption are a key focus area of our Compliance-Management-System, we implement regular awareness and training initiatives to promote ethical business conduct. Since 2023, we have been offering anti-corruption, anti-bribery and anti-money laundering e-learning course based on the anti-corruption and anti-money laundering policies. We specifically target our training efforts toward employees who may encounter risks related to bribery, corruption and money laundering. They include employees who interact with public officials, engage with third parties or are involved in reviewing and approving transactions. Participation in this course is mandatory for employees based on their level of risk exposure and associated position and role level. Since starting this training in 2023, 20,847 (98%) of all employees at-risk functions were trained. Additionally, we offer localized classroom training sessions tailored for high-risk areas. The administrative, management and supervisory bodies receive dedicated training on high-risk compliance matters, including anti-bribery and anti-corruption, conducted by the Chief Compliance Officer. Anti-bribery and anti-corruption topics are also integrated into our Code of Conduct and Supplier Code of Conduct e-learning modules and addressed via awareness initiatives throughout the year. More information about general training related to compliance requirements can be found in the chapter Policies related to corporate culture (G1-1).

The number of employees with anti-bribery, anti-corruption and anti-money-laundering training is shown in the table below:

Incidents of corruption and bribery (G1-4)

The number of convictions and the value of fines for violating anti-corruption and anti-bribery laws are shown in the table below:

The numbers of compliance cases reported via our hotline and other reporting channels are shown in the table below: