Einladung & Tagesordnung

Cancellation of the convened ordinary general meeting and new convening of the ordinary general meeting on April 28, 2020 as a virtual general meeting.

Against the background of the increasing spread of the new type of coronavirus SARS-CoV-2 and the COVID-19 disease caused by it, as well as the existing official ordinances to protect against health risks associated with the virus, the annual general meeting of the Bayer AG canceled.

At the same time, we hereby convene our ordinary general meeting as a virtual general meeting without the physical presence of shareholders or their proxies on Tuesday, April 28, 2020 at 10:00 am

agenda

1. Presentation of the approved annual financial statements and the approved consolidated financial statements, the combined management report, the report of the Supervisory Board and the proposal of the Management Board for the appropriation of the net profit, each for the 2019 financial year, as well as resolution on the use of the net profit

2. Discharge of the members of the board

3. Discharge of the members of the supervisory board

4. Elections to the supervisory board

5. Approval of the remuneration system for the members of the Management Board

6. Resolution on the remuneration of the members of the Supervisory Board

7. Amendment to the articles of association for the term of office of the members of the Supervisory Board

8. Election of the auditor and the auditor for a possible review of the half-yearly financial report and interim financial reports

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As soon as the Annual General Meeting is called, the following documents in particular are available on the Internet at www.bayer.de/hauptversammlung together with this  invitation  :

• Annual financial statements  (including the Executive Board's proposal for the appropriation of the balance sheet profit),  consolidated financial statements ,  combined management report ,  report of the Supervisory Board , in each case for the 2019 financial year (agenda item 1), and the  explanatory report by the Executive Board on the takeover-related information as part of the combined management report for Fiscal year 2019 ,

• CVs of Mrs.  Ertharin Cousin , Prof. Dr. med. Dr. hc mult. Otmar D. Wiestler  and Mr.  Horst Baier  including further information relevant to the proposed elections to the Supervisory Board (agenda item 4),

• Articles of Association of the company  (agenda items 6 and 7).

These documents are also accessible during the Annual General Meeting.