Annual Stockholders’ Meeting 2023
Notice of the Meeting & Agenda
We hereby convene our Annual Stockholders’ Meeting as a virtual Annual Stockholders’ Meeting, without the physical presence of stockholders or their proxy holders at the venue of the Meeting, on Friday, April 28, 2023, at 10:00 a.m. CEST.
Agenda
- Presentation of the confirmed annual financial statements and the approved consolidated financial statements, the combined management report of Bayer Aktiengesellschaft and the Bayer Group, 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 2022, and resolution on the use of the distributable profit
- Resolution on ratification of the actions of the members of the Board of Management
- Resolution on ratification of the actions of the members of the Supervisory Board
- Supervisory Board elections
- Resolution on the Approval of the Compensation Report
- Resolution on authorization of the Board of Management to provide for the holding of virtual Annual Stockholders’ Meetings (amendment of Article 13 of the Articles of Incorporation)
- Resolution on the ability of members of the Supervisory Board to participate in virtual Annual Stockholders’ Meetings by means of video and audio transmission (amendment of Article 15 of the Articles of Incorporation)
- 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 28, 2023
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 (PDF, 399 KB) (including the proposal of the Board of Management on the use of the distributable profit), the consolidated financial statements (PDF, 4.678 KB), the combined management report (PDF, 4.678 KB) and the report of the Supervisory Board (PDF, 4.678 KB), in each case for the fiscal year 2022 (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 2022 (PDF, 4.678 KB),
- Curricula vitae of Prof. Dr. Norbert Winkeljohann (PDF, 221 KB) and Kimberly Mathisen (PDF, 217 KB) including further information of relevance to the proposed election to the Supervisory Board (Agenda Item 4),
- Compensation Report (PDF, 523 KB) on the compensation of the members of the Board of Management and of the Supervisory Board for the fiscal year 2022 (Agenda Item 5),
- The Articles of Incorporation of the Company (PDF, 721 KB) (Agenda Items 6 and 7).
These documents will also be available during the Annual Stockholders’ Meeting.