Annual Stockholders’ Meeting 2022

Stockholder Statements

Option to submit statements for publication before the Annual Stockholders’ Meeting

In accordance with the Covid-19 Act, stockholders will not have an opportunity to make verbal statements regarding items on the agenda during the virtual Annual Stockholders’ Meeting. However, stockholders will be granted the option – going beyond the requirements of Section 1, Paragraph 2 of the COVID-19 Act – to submit statements relating to the agenda, which correspond to a verbal statement during the Annual Stockholders’ Meeting, before the Meeting for publication on the Company’s web page.

Stockholders had the option to submit their statements in text form or as a video electronically via the Stockholders’ Portal (see “Participation in the virtual Annual Stockholders’ Meeting and exercise of voting rights” in Notice of the Meeting from Friday, April 1, 2022 up until Tuesday, April 26, 2022, 18:00 CEST and had to be in German.

 

The Stockholders’ Portal is operated on behalf of Bayer AG by Computershare Deutschland GmbH & Co. KG according to the instructions of Bayer AG agreed by way of a contractually regulated cooperation.

 

The statement should not exceed 10,000 characters, and in the case of a video statement, should not exceed two minutes in length. Video statements are permitted only if the stockholder appears and speaks in the video. Further information on submitting statements will be made available on the Stockholders’ Portal.

 

Motions, proposals for election, questions and objections to the resolutions of the Annual Stockholders’ Meeting set out in the statements submitted will not be taken into account. These are to be submitted only in the way separately described in this Notice.

 

There is no legal entitlement to have a statement published. In particular, the Company reserves the right not to publish statements that have no relevance to the agenda of the Annual Stockholders’ Meeting, or statements, which in their content or presentation, do not correspond to a permissible verbal statement during the Annual Stockholders’ Meeting. The same applies to statements that exceed 10,000 characters or, in the case of a video statement, two minutes in length or that are not submitted by the point in time indicated above as described above, as well as statements that contain content that is insulting, has implications under criminal law, or is clearly incorrect or misleading. Equally, the Company reserves the right not to publish more than one statement in text form and one video statement per stockholder.