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Countermotions and Proposals for Election
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 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 at www.bayer.com/stockholders-meeting, provided the stockholder has sent the information to the Company at least 14 days before the Meeting, i.e. by 24:00 on Thursday, April 13, 2023, to the following address
Building Q 26 (Legal Department)
and the other requirements under Sections 126 and 127 of the AktG have been met.
Under Section 126, Paragraph 4 of the AktG, motions to be made available within the meaning of Section 126 of the AktG and proposals for election within the meaning of Section 127 of the AktG are deemed to be submitted at the point in time when they are made available. Voting rights on such motions and proposals for election may be exercised as soon as stockholders can demonstrate that they fulfill the prerequisites under law or under the Articles of Incorporation for the exercise of voting rights, i.e. following correct registration by 24:00 on Friday, April 21, 2023. If the stockholder putting the motion or submitting the proposal for election has not duly proven his or her identity and registered for the Annual Stockholders’ Meeting, the motion does not need to be deliberated on at the Meeting.
Countermotions and proposals for election are available here.
Stockholders that have joined the Meeting electronically may, pursuant to Section 118a, Paragraph 1, Sentence 2, No. 3 of the AktG in conjunction with Section 130a, Paragraph 5, Sentence 3 of the AktG, also submit motions and proposals for election to the Annual Stockholders’ Meeting under their right to speak by means of video communication via the “Stockholders’ Portal”.