On June 2, 2021, Organon & Co. and Merck & Co. Inc. entered into a Separation and Distribution Agreement (the 'Separation and Distribution Agreement'). Pursuant to the Separation and Distribution Agreement, Merck agreed to spin-off its women’s health, biosimilars and established brands into Organon, a new, publicly traded company (the 'Separation'). In connection with the Separation and appointment of the New Directors (as defined below), Caroline Litchfield resigned from the Board of Directors of Organon (the ‘Board’), effective May 31, 2021, and each of Jon Filderman and Rita Karachun, who served as Class I and Class II directors respectively, resigned from the Board, effective June 2, 2021. Effective June 2, 2021, the Board appointed the following twelve directors (in addition to Ms. Shalini Sharp who continues to serve as a director of Organon): Kevin Ali, who also serves as Organon’s Chief Executive Officer, Carrie S. Cox, who was also appoitned to serve as the Chairman of the Board, Robert A. Essner, R. Alan Ezekowitz, Ma. Fatima D. Francisco, Helene D. Gayle, Rochelle B. Lazarus, Deborah R. Leone, Martha E. McGarry, Phillip Ozuah, Cynthia M. Patton and Grace Puma Whiteford (together, the ‘New Directors’). In addition to Ms. Sharp who has already been assigned to serve as a Class III director, the New Directors have been assigned to the three classes (with ‘classes’ having the meaning contemplated by the Amended and Restated Certificate of Incorporation (as defined below)) to serve until such time as provided in the Amended and Restated Certificate of Incorporation. Specifically: Mr.Essner and Mss. Lazarus, Patton and Puma will serve as ClassI directors; Ms.Cox, Dr.Ezekowitz, Dr.Gayle and Ms.Leone will serve as ClassII directors; and In addition to Ms.Sharp, Mr.Ali, Mss. Francisco and McGarry, and Dr.Ozuah will serve as ClassIII directors. In connection with their joining the Board, in addition to Ms. Sharp who has already been appointed as a member and the chair of the Audit Committee, the New Directors have been appointed to the Audit, Talent and Environmental, Social and Governance (‘ESG’) Committees of the Board (the ‘Committees’). The currrent composition of the Committees is as follows: The Audit Committee consists of Dr.Ezekowitz and Mss. Leone, Patton and Sharp, with Ms.Sharp serving as the chair of the Audit Committee. the Talent Committee consists of Mss. Cox, Francisco, McGarry and Puma, with Ms.Cox serving as chair of the Talent Committee; and the ESG Committee consists of Ms.Cox, Mr.Essner, Dr.Gayle, Ms.Lazarus and Dr.Ozuah, with Mr.Essner serving as chair of the ESG Committee. There are no arrangements or understandings between any director and any other persons pursuant to which any director was selected as a director. Other than with respect to Ms. Cox as disclosed in, and incorporated herein by reference from, the ‘Certain Relationships and Related Party Transactions’ section of the Information Statement, there are no transactions in which any director has a direct or indirect material interest requiring disclosure under Item 404(a) of Regulation S-K. Each of the non-executive directors will receive compensation for service as Organon’s non-executive directors under the terms of Organon’s non-executive director compensation program, which is summarized in the section of the Information Statement entitled ‘Director Compensation’ and is incorporated herein by reference. Each director has also entered into a standard indemnification agreement with Organon, a form of which was approved by the Board on May 28, 2021 and which provides for the standard indemnification and advancement of expenses to the fullest extent permitted by law consistent with Organon’s Amended and Restated Bylaws (the ‘Amended and Restated Bylaws’). Appointment of Officers Effective June 2, 2021, the individuals listed below have been confirmed and/or appointed, as applicable, as executive officers for Organon: Kevin Ali, Chief Executive Officer; Matthew Walsh, Chief Financial Officer and, for purposes of Section16 and filings with the Securities and Exchange Commission, Principal Accounting Officer; Kathryn DiMarco, Corporate Controller; Aaron Falcione, Chief Human Resources Officer; Susanne Fiedler, Chief Commercial Officer; Sandra Milligan, Head of Research& Development; Joseph T. Morrissey, Jr., Head of Manufacturing; Vittorio Nisita, Head of Global Business Services; Geralyn S. Ritter, Head of External Affairs and ESG and Corporate Secretary; Rachel Stahler, Chief Information Officer.