Annual Stockholders’ Meeting 2019

Item 4

Supervisory Board election

The term of office of the stockholders’ representative Dr. rer. nat. Simone Bagel-Trah ends on conclusion of the Annual Stockholders’ Meeting 2019. 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 Code-termination 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 2019 for the period through the end of the Annual Stockholders’ Meeting that will resolve on the ratification of her actions for the fiscal year 2023:

Dr. rer. nat. Simone Bagel-Trah, Düsseldorf, Chairwoman of the Supervisory Board of Henkel AG & Co. KGaA and Henkel Management AG and of the Shareholders’ Committee of Henkel AG & Co. KGaA

Dr. rer. nat. Bagel-Trah is a member of the following statutory supervisory boards:

  • Bayer Aktiengesellschaft 
  • Henkel AG & Co. KGaA (Chairwoman) 
  • Henkel Management AG (Chairwoman) 
  • Heraeus Holding GmbH

In addition, Dr. rer. nat. Bagel-Trah is a member of the following comparable supervisory body of a corporation in Germany or abroad:

  • Henkel AG & Co. KGaA (Chairwoman of the Shareholders’ Committee) 

The Supervisory Board has satisfied itself that Dr. Bagel-Trah is able to meet the expected time commitment.

Attention is drawn to the following in accordance with Section 5.4.1, Paragraphs 6 to 8 of the German Corporate Governance Code: Beyond Dr. rer. nat. Bagel-Trah’s current membership of the Company’s Supervisory Board, the Supervisory Board does not consider there to be any personal or business relationships between Dr. rer. nat. Bagel-Trah 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.