The Board of Management and Supervisory Board propose that the control agreement between the Company and Bayer CropScience Aktiengesellschaft dated February 21, 2017, be approved.
The Company (“BAG”) and Bayer CropScience Aktiengesellschaft (“BCS”) concluded a control agreement on February 21, 2017. The control agreement is explained and justified in the joint report of the Board of Management of the Company and the Board of Management of Bayer CropScience Aktiengesellschaft.
The content of the control agreement is as follows:
“§ 1 Management
(1) BCS entrusts the management of its company to BAG. BAG is therefore authorized to issue instructions to the Board of Management of BCS with regard to the management of the company. The provisions of the valid version of Section 308 of the German Stock Corporation Act (AktG) shall apply.
(2) BAG shall only exercise the right to issue instructions through its Board of Management. Instructions must be issued in text form.
§ 2 Assumption of losses
BAG is obligated to assume any losses made by BCS. The provisions of the valid version of Section 302 of the AktG shall apply. This obligation shall take effect for the first time for any loss made by BCS in the fiscal year in which this agreement enters into force.
§ 3 Entry into force and duration
(1) This agreement must be approved by the Stockholders’ Meetings of BAG and BCS.
(2) This agreement shall enter into force when it is entered in the commercial register for the registered office of BCS and is concluded for an unlimited duration.
(3) The agreement can be terminated at the end of a fiscal year, provided that a period of notice of six months is given. If such notice is not given, the agreement shall be extended in each case by a further fiscal year, with the same period of notice.
(4) This shall not prejudice the right to terminate the agreement immediately for cause. In particular, BAG is authorized to terminate the agreement for cause if it no longer holds a majority interest in BCS or if another stockholder has an interest in BCS. Reasons for termination for cause shall constitute, in particular, the merger, split or liquidation of one of the parties.
§ 4 Other provisions
Should a provision of this agreement be or become invalid or a required rule not be contained therein, this shall not impact the validity of the remaining provisions. The invalid provisions shall be replaced or the loophole closed by incorporating a legally permissible rule that corresponds as closely as possible to what the parties originally intended or would have intended based on the meaning and purpose of this agreement had they been aware of the invalidity of the provision or the loophole.”