Merck 2010 Annual Report Download - page 114

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The Annual General Meeting takes place within the first eight months of the fiscal year. The
fifteenth General Meeting of Merck KGaA was held in Frankfurt am Main, Germany, on April 9,
2010. With 58.22% of the share capital represented, shareholder participation at the meeting
was stable. At 59% in 2009, the rate was only marginally higher.
In accordance with Article 21 para 3 of the company’s Articles of Association, the annual
financial statements, the management report, the report of the Supervisory Board, and the
proposal on the appropriation of net retained profit must be presented to the General Meeting
and explained during the General Meeting. In particular, the Annual General Meeting passes
resolutions concerning the approval of the annual financial statements, the appropriation
of net retained profit, the approval of the actions of the Executive Board members and the
Supervisory Board members, as well as the choice of the auditor. At the same time, the General
Meeting has the power to pass resolutions concerning changes to the Articles of Association.
With the exception of the measures listed in section 285 (2) sentence 2 AktG, the resolutions of
the General Meeting require the approval of the general partners.
All the documents and information concerning upcoming General Meetings are posted on our
website. Moreover, the General Meeting is webcast live on the Internet from its commence-
ment until the end of the speech by the Chairman of the Executive Board. The introductory
speeches by the Chairman of the Executive Board and the Chairman of the Supervisory Board
are recorded in order to make them available to interested members of the public at any time
after the meeting. In this way, we are satisfying our own high transparency requirements.
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The shareholders of Merck KGaA exercise their rights at the General Meeting. Each Merck share
grants the holder one vote at the General Meeting.
Shareholders may exercise their voting rights personally, through an authorized representative,
or a proxy appointed by the company. Voting rights are only subject to special restrictions in
accordance with Article 22 para 5 of the company’s Articles of Association. Accordingly, insofar
as general partners hold shares, they cannot exercise the voting rights deriving from their
shares with respect to the election and dismissal of the Supervisory Board, the approval of the
actions of the Executive Board members and the Supervisory Board members, the choice of the
auditor, the appointment of special auditors and the resolution on indemnification claims.
A summary explanation of shareholder rights is available in German on the company’s website.
Merck Annual Report 2010 110