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Notice of the Annual Stockholders' Meeting of Bayer AG on April 28

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Notice of the Annual Stockholders' Meeting of Bayer AG on April 28 of the Notice Annual Stockholders’ Meeting of Bayer AG on April 28, 2017 Please fi ll out in block letters Please Surname a f fi x stamp First name Street and house number Postal code Bayer AG c /o Finger Marketing Services Country Postfach 100538 41405 Neuss Germany Email Phone 2 3 Contents Notice of the Annual Stockholders’ Meeting 2017 Notice of the Annual Stockholders’ Meeting 2017 Agenda Contents Notice of Meeting Agenda Our stockholders are hereby invited to attend 1. Presentation of the adopted annual financial statements the Annual Stockholders’ Meeting to be held and the approved consolidated financial statements, at 10:00 a. m. on Friday, April 28, 2017, at the the combined management report,the report of the Supervisory Board and the proposal by the Board World Conference Center Bonn, Entrance to of Management on the use of the distributable profit the Main Building, New York Hall, Platz der for the fiscal year 2016, and resolution on the use Vereinten Nationen 2, 53113 Bonn, Germany. of the distributable profit 3 2. Ratification of the actions of the members of the Board of Management 4 3. Ratification of the actions of the members Agenda of the Supervisory Board 4 1. Presentation of the adopted annual financial state- 4. Supervisory Board elections 4 ments and the approved consolidated financial 5. Amendment of the Articles of Incorporation statements, the combined management report, the regarding the compensation of the Supervisory Board (§ 12, Paragraphs 1 and 2 of the Articles report of the Supervisory Board and the proposal of Incorporation) 9 by the Board of Management on the use of the 6. Approval of the control agreement distributable profit for the fiscal year 2016, and between the Company and resolution on the use of the distributable profit Bayer CropScience Aktiengesellschaft 11 The Board of Management and the Supervisory Board propose 7. Election of the auditor for the annual financial that the entire distributable profit of EUR 2,232,759,081.60 statements and for the review of the half-yearly reported in the annual financial statements for the fiscal year and interim financial reports 13 2016 be used to pay a dividend of EUR 2.70 per share carrying dividend rights. Further Information The amount of the dividend is determined on the basis of the Supervisory Board Elections 24 number of shares carrying dividend rights on the date the Masthead 30 annual financial statements were prepared by the Board of Key data 31 Management. If the Company holds own shares on the date of the Annual Stockholders’ Meeting and the number of shares carrying dividend rights is therefore lower than the number on the date the annual financial statements were prepared, the Board of Management and Supervisory Board shall present an amended proposal on the use of the distributable profit to the Annual Stockholders’ Meeting, to the effect that the proposed dividend shall remain unchanged at EUR 2.70 per share and the remainder of the distributable profit shall be carried forward. 4 5 Agenda Notice of the Annual Stockholders’ Meeting 2017 Notice of the Annual Stockholders’ Meeting 2017 Agenda In accordance with Section 58, Paragraph 4, Sentence 2 of In accordance with Section 96, Paragraphs 1 and 2 and the German Stock Corporation Act (AktG) in the version appli- Section 101, Paragraph 1 of the AktG and Section 7, Para- cable from January 1, 2017, the entitlement to the dividend graph 1, Sentence 1, No. 3 of the German Codetermination is due on the third business day following the resolution of Act (MitbestG) of 1976, the Company’s Supervisory Board is the Annual Stockholders’ Meeting, namely on May 4, 2017. composed of twenty members, ten of whom are elected by the stockholders and ten by the employees. At least 30 per- The annual financial statements prepared by the Board of cent of the members of the Supervisory Board must be wom- Management on February 14, 2017, were approved by the en and at least 30 percent of the members of the Supervisory Supervisory Board on February 21, 2017, in accordance with Board must be men. In principle, this minimum quota must be Section 172, Sentence 1 of the AktG; the annual financial fulfilled by the Supervisory Board as a whole. However, the statements are thus adopted. The Supervisory Board also stockholder representatives have rejected overall fulfillment of approved the consolidated financial statements. No resolution this quota on the basis of a majority resolution presented to on the adoption of the annual financial statements or on the the Chairman of the Supervisory Board. The minimum quota approval of the consolidated financial statements in accord- for this election therefore has to be fulfilled separately by the ance with Section 173 of the AktG by the Annual Stockholders’ stockholders’ and employees’ representatives and comprises Meeting is therefore required. The other documents mentioned three women and three men for each group of representatives. above shall be made available to the Annual Stockholders’ The stockholders’ representatives on the Supervisory Board Meeting in accordance with Section 176, Paragraph 1, Sen- currently comprise three women and seven men. Therefore, tence 1 of the AktG without the need for adoption of a reso- the minimum quota is currently fulfilled by the stockholders’ lution, with the exception of the resolution on the use of the representatives. To maintain the minimum quota of three distributable profit. women, at the end of the term of office of Sue H. Rataj, one woman must be elected as a stockholders’ representative on 2. Ratification of the actions of the members of the the Supervisory Board. Board of Management The Board of Management and the Supervisory Board pro- Based on the recommendations of the Nominations Commit- pose that the actions of the members of the Board of Man- tee, the Supervisory Board nominates the following candidates agement who held office in the fiscal year 2016 be ratified for election to the Supervisory Board; their terms of office will for this period. commence on conclusion of the Annual Stockholders’ Meeting 2017: 3. Ratification of the actions of the members of the Supervisory Board a) Werner Wenning, Leverkusen, Germany The Board of Management and the Supervisory Board pro- Chairman of the Supervisory Board of Bayer Aktien- pose that the actions of the members of the Supervisory gesellschaft Board who held office in the fiscal year 2016 be ratified for this period. b) Dr. Paul Achleitner, Munich, Germany Chairman of the Supervisory Board of Deutsche Bank 4. Supervisory Board elections Aktiengesellschaft The terms of office of the stockholders’ representatives Werner Wenning, Dr. Paul Achleitner, Dr. Clemens Börsig, c) Dr. Norbert W. Bischofberger, Hillsborough, California, USA Thomas Ebeling, Sue H. Rataj and Dr. Klaus Sturany end Executive Vice President Research & Development and on conclusion of the Annual Stockholders’ Meeting 2017. Chief Scientific Officer of Gilead Sciences Inc. New elections are therefore necessary. 6 7 Agenda Notice of the Annual Stockholders’ Meeting 2017 Notice of the Annual Stockholders’ Meeting 2017 Agenda d) Thomas Ebeling, Muri bei Bern, Switzerland or business relationships between the candidates nominated Chief Executive Officer of ProSiebenSat.1 Media SE for election to the Supervisory Board on the one hand and the companies of the Bayer Group, the governing bodies of Bayer e) Colleen A. Goggins, Princeton, New Jersey, USA Aktiengesellschaft, or any stockholder that directly or indirectly Independent Advisor holds more than 10 percent of the voting shares of Bayer Aktiengesellschaft on the other that are of material significance each for the period up to the end of the Annual Stockholders’ to the decision of the Stockholders’ Meeting regarding their Meeting that resolves to ratify their actions for the fiscal year election. 2021, and When defining the targets for its composition, the Supervisory f) Dr. Klaus Sturany, Ascona, Switzerland Board set a standard maximum for membership of the Super- Member of various supervisory boards visory Board of no more than three full terms of office, except in special circumstances. On conclusion of the Annual for the period up to the end of the Annual Stockholders’ Meet- Stockholders’ Meeting 2017, Dr. Achleitner will have been a ing that resolves to ratify his actions for the fiscal year 2017. member of the Supervisory Board for three full terms of office. In view of his special competence and to ensure ade- For personal reasons, Dr. Klaus Sturany wishes to end his quate continuity on the Supervisory Board in light of the fact service on the Company’s Supervisory Board in 2018. Dr. Sturany meets the requirement of Section 100, Para- that various members were elected to the Supervisory graph 5, 1st half-sentence of the AktG that at least one Board for the first time in recent years, Dr. Achleitner is member of the Supervisory Board should have specialist again being nominated for reelection. knowledge of accounting or auditing. The current plan is to propose Prof. Dr. Norbert Winkeljohann for election to the In accordance with Section 5.4.3, Sentence 3 of the German Supervisory Board as successor to Dr. Sturany at the Annual Corporate Governance Code, notice is hereby given that it Stockholders’ Meeting in 2018. Prof. Dr. Winkeljohann, who is proposed that Mr. Wenning be elected Chairman of the will hold office as Chairman of the Executive Board of Price- Supervisory Board. waterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungs- gesellschaft
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