Annual Stockholders’ Meeting 2017

Item 1

Presentation of the adopted 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 2016, and resolution on the use of the distributable profit

The Board of Management and the Supervisory Board propose that the entire distributable profit of EUR 2,232,759,081.60 reported in the annual financial statements for the fiscal year 2016 be used to pay a dividend of EUR 2.70 per share carrying dividend rights.

The amount of the dividend is determined on the basis of the number of shares carrying dividend rights on the date the annual financial statements were prepared by the Board of Management. If the Company holds own shares on the date of the Annual Stockholders’ Meeting and the number of shares carrying dividend rights is therefore lower than the number on the date the annual financial statements were prepared, the Board of Management and Supervisory Board shall present an amended proposal on the use of the distributable profit to the Annual Stockholders’ Meeting, to the effect that the proposed dividend shall remain unchanged at EUR 2.70 per share and the remainder of the distributable profit shall be carried forward.

In accordance with Section 58, Paragraph 4, Sentence 2 of the German Stock Corporation Act (AktG) in the version applicable from January 1, 2017, the entitlement to the dividend is due on the third business day following the resolution of the Annual Stockholders’ Meeting, namely on May 4, 2017.

The annual financial statements prepared by the Board of Management on February 14, 2017, were approved by the Supervisory Board on February 21, 2017, in accordance with Section 172, Sentence 1 of the AktG; the annual financial statements are thus adopted. The Supervisory Board also approved the consolidated financial statements. No resolution on the adoption of the annual financial statements or on the approval of the consolidated financial statements in accordance with Section 173 of the AktG by the Annual Stockholders’ Meeting is therefore required. The other documents mentioned above shall be made available to the Annual Stockholders’ Meeting in accordance with Section 176, Paragraph 1, Sentence 1 of the AktG without the need for adoption of a resolution, with the exception of the resolution on the use of the distributable profit.

Documents relating to Item 1


Last updated: February 22, 2017 Copyright © Bayer AG
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