Notice of the Meeting & Agenda

Cancellation of the Previously Convened Annual Stockholders’ Meeting and Reconvening as a Virtual Annual Stockholders’ Meeting on Tuesday, April 28, 2020.

In view of the continuing spread of the novel coronavirus SARSCoV-2 and the disease it causes, COVID-19, and due to the existing regulations to protect people against the health risks associated with the virus, the Annual Stockholders’ Meeting previously convened by way of the Notice published in the Bundesanzeiger (Federal Gazette) on March 2, 2020, is cancelled.

At the same time, we hereby reconvene the meeting as a virtual Annual Stockholders’ Meeting, without the physical presence of stockholders or their proxy holders, to be held on Tuesday, April 28, 2020, at 10:00 hours Central European Summer Time (CEST).

Agenda

1. Presentation of the confirmed annual financial statements and the approved consolidated financial statements, the combined management report, the report of the Supervisory Board and the proposal by the Board of Management for the use of the distributable profit for the fiscal year 2019, and resolution on the use of the distributable profit
2. Ratification of the actions of the members of the Board of Management
3. Ratification of the actions of the members of the Supervisory Board
4. Supervisory Board elections
5. Approval of the compensation system for the members of the Board of Management
6. Resolution on the compensation of the members of the Supervisory Board
7. Amendment of the Articles of Incorporation as regards the term of office of the members of the Supervisory Board
8. Election of the auditor for the annual financial statements and of the auditor for the review of the half-year and interim financial reports, if applicable

From the date of the notice convening the Annual Stockholders’ Meeting, the following documents in particular will be available together with this notice at  www.bayer.com/stockholders-meeting:

• The annual financial statements (including the proposal of the Board of Management for the use of the distributable profit), the consolidated financial statements, the combined management report and the report of the Supervisory Board, in each case for the fiscal year 2019 (Agenda Item 1), together with the explanatory report by the Board of Management on takeover-related information, which forms part of the combined management report for the fiscal year 2019,
• Curricula vitae of Ms. Ertharin Cousin, Prof. Dr. med. Dr. h.c. mult. Otmar D. Wiestler and Mr. Horst Baier including further information of relevance for the proposed elections to the Supervisory Board (Agenda item 4),
• The Articles of Incorporation of the Company (Agenda items 6 and 7).

These documents will also be available during the Annual Stockholders’ Meeting.