Notice of the Annual Stockholders' Meeting

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Notice of the Annual Stockholders' Meeting OF THE OF on April 27, 2012 NOTICE MEETING OF BAYER AG MEETING OF BAYER ANNUAL STOCKHOLDERS’ STOCKHOLDERS’ ANNUAL Please fill out in block letters Please Surname affix stamp First Name Street and house number Postal code Bayer AG c /o Finger Marketing Services Country Postfach 100538 41405 Neuss E-mail Germany Phone 2 CONTENTS NOTICE OF THE ANNUAL STOCKHOLDERS’ MEETING 2012 NOTICE OF THE ANNUAL STOCKHOLDERS’ MEETING 2012 KEY DATA 23 Contents Key data 2010 2011 Change AGENDA € million € million % Sales 35,088 36,528 + 4.1 1. Presentation of the adopted annual fi nancial 3 EBIT 1 2,730 4,149 + 52.0 statements and the approved consolidated fi nancial EBIT before special items 2 4,452 5,025 + 12.9 statements, the combined management report, the re- EBITDA 3 6,286 6,918 + 10.1 port of the Supervisory Board, the explanatory report by EBITDA before special items 2 7,101 7,613 + 7.2 the Board of Management on takeover-related disclosu- EBITDA margin before special items 4 20.2% 20.8% res, and the proposal by the Board of Management on the Income before income taxes 1,721 3,363 + 95.4 one-time delivery delivery regular one-time delivery delivery regular appropriation of distributable profi t for the fi scal year as an app and on the internet Net income 1,301 2,470 + 89.9 2011, as well as the resolution on the appropriation of Earnings per share (€) 5 1.57 2.99 + 90.4 distributable profi t. Core earnings per share (€) 6 4.19 4.83 + 15.3 2. Ratifi cation of the actions of the members of the 4 Gross cash fl ow 7 4,771 5,172 + 8.4 Board of Management entered Please notify me at the email address when a new issue is published. on the reverse Net cash fl ow 8 5,773 5,060 – 12.4 English German English German 3. Ratifi cation of the actions of the members of the 4 Magazine Bayer „research” Magazine Scientific Names | Figures | Facts Supervisory Board Net fi nancial debt 7,917 7,013 – 11.4 4. Supervisory Board elections 4 Capital expenditures as per segment table 1,621 1,666 + 2.8 5. Amendment to the Articles of Incorporation 9 Research and development expenses 3,053 2,932 – 4.0 concerning compensation of the Supervisory Board Dividend per Bayer AG share 1.50 1.65 + 10.0 (Article 12 of the Articles of Incorporation) In some cases, the sum of the fi gures given in this report may not precisely equal the stated totals and percentages may not be exact due to rounding. 6. Election of the auditor of the fi nancial statements 12 1 EBIT = operating result as shown in the income statement 2 EBIT before special items and EBITDA before special items are not defi ned in the International Financial and for the review of the half-year fi nancial report Reporting Standards and should therefore be regarded only as supplementary information. The company considers EBITDA before special items to be a more suitable indicator of operating performance since one-time delivery delivery regular one-time delivery delivery regular one-time delivery delivery regular it is not affected by depreciation, amortization, impairments or special items. By reporting this indica- EXTRACTS FROM THE ANNUAL REPORT tor, the company aims to give readers a clearer picture of the results of operations and ensure greater compara bility of data over time. See also Combined Management Report, Chapter 4.2 “Calculation of EBIT(DA) Before Special Items” on page 83 of the Bayer Annual Report 2011. 3 EBITDA = EBIT plus amortization and impairment losses on intangible assets and depreciation and im- Masthead 22 pairment losses on property, plant and equipment, minus impairment loss reversals. See also Combined Key data 23 Management Report, Chapter 4.2 “Calculation of EBIT(DA) Before Special Items” on page 83 of the Bayer Annual Report 2011. English German English German English German 4 Annual Report The EBITDA margin before special items is calculated by dividing EBITDA before special items by sales. PLEASE SEND ME THE FOLLOWING PUBLICATIONS NewsletterStockholders’ Sustainable Development Report 5 Earnings per share as defi ned in IAS 33 = net income divided by the average number of shares. For details see Note [16] to the consolidated fi nancial statements on page 206 of the Bayer Annual Report 2011. 6 Core earnings per share are not defi ned in the International Financial Reporting Standards and should therefore be regarded only as supplementary information. Thebcompany considers that this indicator gives readers a clearer picture of the results of operations and ensures greater comparability of data over time. Thebcalculation of core earnings per share is explained in the Combined Management Report, Chapter 4.3, on page 84 of the Bayer Annual Report 2011. 7 Gross cash fl ow = income after taxes, plus income taxes, plus non-operating result, minus income taxes 2012 2013 paid or accrued, plus depreciation, amortization and impairment losses, minus impairment loss rever- sals, plus / minus changes in pension provisions, minus gains / plus losses on retirements of noncurrent assets, minus gains from the remeasurement of already held assets in step acquisitions. The change in pension provisions includes the elimination of non-cash components of the operating result (EBIT). It COVER PICTURE also contains benefi t payments during the year. For details see Combined Management Report, Chapter 4.5 “Liquidity and Capital Expenditures of the Bayer Group.“, on page 86 of the Bayer Annual Report 2011. Bayer HealthCare has a major research focus in the area of car- 8 Net cash fl ow = cash fl ow from operating activities according to IAS 7 diology. Bayer scientists are working on newbapproaches to the treatment of cardiovascular diseases. The company’s product offering also includes innovative injection systems for removing Interim Report Interim Interim Report Interim Interim Report Interim blood clots and deposits from blood vessels. Our picture shows Report Interim Bayer employees Hieu Le and Kristin Green in theblaboratory Annual Report Annual 2012 2012 2012 inbMinneapolis, Minnesota, United States, with a simulation 3 2 1 1 2013 of blood cells. The Bayer Annual Report can be ordered using the postcard. Financial Calendar Q APRIL 26, 2012 Annual Stockholders’ Meeting APRIL 2012 27, Planned dividend payment date APRIL 30, 2012 Q 2012 31, JULY Q OCTOBER 30, 2012 2012 28,FEBRUARY 2013 Q APRIL 25, 2013 Annual Stockholders’ Meeting APRIL 26, 2013 NOTICE OF THE ANNUAL STOCKHOLDERS’ MEETING 2012 AGENDA 3 Notice of Meeting Our stockholders are hereby invited to attend the Annual Stockholders’ Meeting to be held at 10.00 a.m. on Friday, Aprilb27, 2012 at the Cologne Exhibition Center, North Entrance, Hallb7, Deutz-Mülheimer-Strasse 111, 50679 Cologne. Agenda 1. Presentation of the adopted annual fi nancial statements and the approved consolidated fi nancial statements, the Combined Management Report, the report of the Supervi- sory Board, the explanatory report by the Board of Man- agement on takeover-related disclosures, and the propos- al by the Board of Management on the appropriation of distributable profi t for the fi scal year 2011. Resolution on the appropriation of distributable profi t. The Board of Management and the Supervisory Board propose that the entire distributable profi t of eurb1,364,463,883.20 reported in the annual fi nancial statements for the fi scal year 2011 be appropriated to pay a dividend of eur 1.65 per share carrying dividend rights. The amount of the dividend is determined by the Board of Management based on the number of shares carrying dividend rights on the date the annual fi nancial statements were prepared. If the Company holds treasury shares on the date of the Annual Stockholders’ Meeting and the num- ber of shares carrying dividend rights is therefore lower than the number on the date the annual fi nancial state- ments were prepared, the Board of Management and Su- pervisory Board shall present an amended proposal on the appropriation of distributable profi t to the Annual Stock- holders’ Meeting, to the effect that the proposed dividend shall remain unchanged at eur 1.65 per share and the re- mainder of the distributable profi t shall be carried forward. 4 AGENDA NOTICE OF THE ANNUAL STOCKHOLDERS’ MEETING 2012 The annual fi nancial statements prepared by the Board of Management on February 14, 2012 were approved by the Supervisory Board on February 23, 2012 in accordance with section 172 sentence 1 of the German Stock Corporation Act (AktG); the annual fi nancial statements are thus adopted. No resolution on the adoption of the annual fi nancial state- ments by the Annual Stockholders’ Meeting is therefore re- quired. The other documents mentioned above shall be made available to the Annual Stockholders’ Meeting in ac- cordance with section 176(1) sentence 1 of the AktG without the need for adoption of a resolution, with the exception of the resolution on the appropriation of distributable profi t. 2. Ratifi cation of the actions of the members of the Board of Management The Board of Management and the Supervisory Board pro- pose that the actions of the members of the Board of Man- agement who held offi ce in the fi scal year 2011 be ratifi ed for that year. 3. Ratifi cation of the actions of the members of the Supervisory Board The Board of Management and the Supervisory Board pro- pose that the actions of the members of the Supervisory Board who held offi ce in the fi scal year 2011 be ratifi ed for that year. 4. Supervisory Board elections The end of the Annual Stockholders’ Meeting 2012 marks the end of the term of offi ce of all stockholder representa- tives serving on the Supervisory Board.
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