Annual Stockholders’ Meeting 2018

Item 4

Supervisory Board elections

The terms of office of the stockholders' representative Dr. Klaus Sturany end on conclusion of the Annual Stockholders’ Meeting 2018. A new election is therefore necessary.

In accordance with Section 96, Paragraphs 1 and 2 and Section 101, Paragraph 1 of the AktG and Section 7, Paragraph 1, Sentence 1, No. 3 of the German Codetermination Act (MitbestG) of 1976, the Company’s Supervisory Board is composed of twenty members, ten of whom are elected by the stockholders and ten by the employees. At least 30 percent of the members of the Supervisory Board must be women and at least 30 percent of the members of the Supervisory Board must be men. In principle, this minimum quota must be fulfilled by the Supervisory Board as a whole. However, the stockholder representatives have rejected overall fulfillment of this quota on the basis of a majority resolution presented to the Chairman of the Supervisory Board. The minimum quota for this election therefore has to be fulfilled separately by the stockholders’ and employees’ representatives and comprises three women and three men for each group of representatives. The stockholders’ representatives on the Supervisory Board currently comprise three women and seven men, thus the minimum quota is currently being fulfilled.

Based on the recommendation of the Nominations Committee and taking into account the targets determined by the Supervisory Board for its composition and the profile of expertise developed by the Supervisory Board for the overall body, the Supervisory Board proposes that the following candidate be elected as a member of the Supervisory Board with effect from the end of the Annual Stockholders’ Meeting 2018 for the period through the end of the Annual Stockholders’ Meeting that will resolve on the ratification of his actions for the fiscal year 2022:

  • Prof. Dr. Norbert Winkeljohann, Bad Homburg von der Höhe, Chairman of the Management Board of PricewaterhouseCoopers GmbH Wirtschaftsprüfungs­gesellschaft.

As announced already at the last Annual Stockholders’ Meeting, Prof. Dr. Norbert Winkeljohann will be proposed to this year’s Annual Stockholders’ Meeting for election as Dr. Sturany’s successor on the Supervisory Board. Prof. Dr. Winkeljohann, who will continue to work at PricewaterhouseCoopers until June 30, 2018, meets the requirements of Section 100 Paragraph 5, 1st half-sentence of the AktG, which prescribes that at least one member of the Supervisory Board possess expertise in the field of accounting or auditing.

Prof. Dr. Winkeljohann currently is not a member of statutory supervisory boards or comparable supervisory bodies of corporations in Germany or abroad. However, the supervisory board of Deutsche Bank Aktiengesellschaft has announced that Prof. Dr. Winkeljohann is to be proposed to the annual stockholders’ meeting of Deutsche Bank Aktiengesellschaft on May 24, 2018, for election as a member of the supervisory board of Deutsche Bank Aktiengesellschaft.

The Supervisory Board has satisfied itself that Prof. Dr. Winkeljohann is able to meet the expected time commitment.

As a precaution, attention is drawn to the following in accordance with Section 5.4.1, Paragraphs 6 to 8 of the German Corporate Governance Code: Prof. Dr. Winkeljohann is a Partner at PricewaterhouseCoopers, which provides advisory services to Bayer Aktiengesellschaft and Bayer Group companies. Prof. Dr. Winkeljohann will cease to be a Partner at PricewaterhouseCoopers effective June 30, 2018. Beyond this, the Supervisory Board does not consider there to be any personal or business relationships between Prof. Dr. Winkeljohann on the one hand, and the companies of the Bayer Group, the governing bodies of Bayer Aktien­gesellschaft, or any stockholder that directly or indirectly holds more than 10 percent of the voting shares of Bayer Aktien­gesellschaft on the other that are of material significance to the decision of the Stockholders’ Meeting regarding their election.