Annual Stockholders’ Meeting 2022

Countermotions and Proposals for Election

Statement by the Supervisory Board and Board of Management

 

The Supervisory Board and the Board of Management are unanimous in their support of the resolution to discharge all members of Bayer’s Board of Management for the 2021 fiscal year

 

Board of Management Executing Against Strategic Priorities to Increase Stockholder Value

  • Board of Management demonstrated clear progress on execution of the strategy announced at our Capital Markets Day in early 2021 to accelerate our transformation, grow through innovation and create stockholder value
  • Significant operating growth and performance across all three divisions of the Bayer group, exceeding forecasts, despite the difficult conditions resulting from the global pandemic
  • Strong portfolio of businesses and implementation of strategy has enabled Bayer to continue to lead and develop innovative solutions to feed the world in a sustainable way
  • 2021 performance creates momentum for sustainable growth across the full group for 2022 and beyond, with actions taken to compartmentalize the glyphosate litigation
  • Responsive actions undertaken in 2021 with respect to composition of the Board of Management and execution of our sustainability strategy

 

Commitment to Seek Feedback on Individual Ratification Votes

  • During our extensive engagement with stockholders since our 2021 Annual Stockholders’ Meeting on corporate governance matters, the vast majority of investors did not express a preference for individual discharge
  • Further, individual discharge for members of the Board of Management is an uncommon practice for among companies in the DAX40 index (only 11 of the companies in the DAX40 offer individual discharge)
  • Bayer is willing to consider this practice by committing to seek feedback from a broad base of stockholders as part of our Corporate Governance Roadshow in advance of the 2023 Annual Stockholders’ Meeting

Stockholders may submit countermotions and proposals for election relating to items on the agenda to the Company before the Annual Stockholders’ Meeting.

 

The Company will make available on this page any countermotions within the meaning of Section 126 of the AktG and proposals for election within the meaning of Section 127 of the AktG including the name of the stockholder, the reasons (although this is not required for proposals for election), and any statement by the management, and, in the case of proposals for the election of Supervisory Board members, the statements and information from the Board of Management regarding the composition of the Supervisory Board in accordance with Section 127, Sentence 4 of the AktG in conjunction with Section 96, Paragraph 2 of the AktG, provided the stockholder has sent the information to the Company at least 14 days before the Meeting, i.e. by 24:00 CEST on Thursday, April 14, 2022, to the following address

 

Bayer Aktiengesellschaft
Building Q 26 (Legal Department)
Kaiser-Wilhelm-Allee 20
51373 Leverkusen
Germany
Email: hv.gegenantraege@bayer.com

 

and the other requirements under Sections 126 and 127 of the AktG have been met.

 

According to Section 1, Paragraph 2, Sentence 3 of the COVID-19 Act, countermotions within the meaning of Section 126 of the AktG and proposals for election within the meaning of Section 127 of the AktG shall be deemed to be submitted to the Annual Stockholders’ Meeting if the stockholder submitting the motion or proposal for election has duly proven their identity and registered for the Annual Stockholders’ Meeting.