Notice of the Meeting & Agenda

In view of the continuing spread of the coronavirus SARS-CoV-2 and the associated disease COVID-19, we hereby convene our Annual Stockholders’ Meeting as a virtual Meeting without the physical presence of stockholders or their proxy holders on Friday, April 29, 2022, at 10:00 a.m. 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 on the use of the distributable profit for the fiscal year 2021, 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. Resolution on approval of the Compensation Report
6. Approval of the Control and Profit and Loss Transfer Agreement between the Company and Bayer Chemicals GmbH
7. 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.

Notice of the Annual Stockholders’ Meeting of Bayer AG on April 29, 2022

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

• The annual financial statements (including the proposal of the Board of Management on 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 2021 (Agenda item 1), together with the explanatory report by the Board of Management on takeover-related information, which is part of the combined management report for the fiscal year 2021,
• Curricula vitae of Dr. Paul Achleitner, Dr. Norbert W. Bischofberger and Colleen A. Goggins including further information of relevance to their proposed election to the Supervisory Board (Agenda item 4),
• Compensation Report and Additional information on the Compensation Report (Agenda item 5),
• Revised Control and Profit and Loss Transfer Agreement between Bayer Aktiengesellschaft and Bayer Chemicals GmbH, the Joint Report of Bayer Aktiengesellschaft’s Board of Management and the management of Bayer Chemicals GmbH on the Control and Profit and Loss Transfer Agreement, the annual financial statements of Bayer Aktiengesellschaft and Bayer Chemicals GmbH and the combined management reports of Bayer Aktiengesellschaft and the Bayer Group, in each case for the last three fiscal years (Agenda Item 6).

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