Annual Stockholders’ Meeting 2017

Agenda Overview

Our stockholders are hereby invited to attend the Annual Stockholders’ Meeting to be held at 10:00 a.m. CEST on Friday, April 28, 2017, at the World Conference Center Bonn, Entrance to the Main Building, New York Hall, Platz der Vereinten Nationen 2, 53113 Bonn, Germany.

Agenda

  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 more

  2. Ratification of the actions of the members of the Board of Management more

  3. Ratification of the actions of the members of the Supervisory Board more

  4. Supervisory Board elections more

  5. Amendment of the Articles of Incorporation regarding the compensation of the Supervisory Board (§ 12, Paragraphs 1 and 2 of the Articles of Incorporation) more

  6. Approval of the control agreement between the Company and Bayer CropScience Aktiengesellschaft  more  

  7. Election of the auditor for the annual financial statements and for the review of the half-yearly and interim financial reports more

From the date of the notice convening the Annual Stockholders’ Meeting, the following documents in particular shall be available together with this notice at www.bayer.com/stockholders-meeting:

These documents shall also be available during the Annual Stockholders’ Meeting.

Total number of shares and voting rights

On the date of the notice convening the Annual Stockholders’ Meeting, the Company’s capital stock was composed of 826,947,808 registered shares (no-par value shares), each of which conveys one vote.

Attendance at the Annual Stockholders’ Meeting and exercise of voting rights

Only those stockholders who are entered in the share register and have registered by the required date are eligible to attend the Annual Stockholders’ Meeting and exercise voting rights. Registration must be received by the Company at the latest by 24:00 hours CEST on Friday, April 21, 2017, at the following address:

Bayer Aktiengesellschaft
Stockholder Service
Postfach 14 60
61365 Friedrichsdorf
Germany
Fax: + 49 (0) 69 / 2222-34280
Email: bayer7dc8acdcb7394d44955022a615f7911b.hv@00c97e4aa8ef44c7abcd3ae66568218elinkmarketservices.de

or submitted electronically by accessing the password-protected Annual Stockholders’ Meeting internet service (hereinafter “Stockholders’ Portal – AGM Service”) at www.stockholders-portal.bayer.com and following the instructions there.

Access authorization is necessary to use the “Stockholders’ Portal – AGM Service”. The information required to access the “Stockholders’ Portal – AGM Service” (stockholder number and personal access number) will be sent with the notice. The “Stockholders’ Portal – AGM Service” is expected to be available starting on Friday, March 31, 2017. This service can only be used by stockholders entered in the share register by no later than Thursday, April 13, 2017 (entry status according to the last transfer entry for this date). However, there are other registration options for stockholders entered in the register at a later date. Stockholders who have already agreed to the transmission of the Annual Stockholders’ Meeting documents by email will receive an email with the Notice of Meeting as an attachment at the email address they specified.

In accordance with Section 67, Paragraph 2, Sentence 1 of the AktG, only those stockholders registered as such in the share register shall be deemed to be stockholders of the Company. The entry status of the stockholders in the share register on the date of the Annual Stockholders’ Meeting therefore determines eligibility to attend and the number of voting rights they are entitled to exercise. For technical processing reasons, no transfer entries will be made in the share register in the period from Saturday, April 22, 2017, up to and including Sunday, April 30, 2017. Consequently, the entry status of the share register on the date of the Annual Stockholders’ Meeting will be the status after the last transfer entry on Friday, April 21, 2017. The technical record date is thus the end (i.e. 24:00 hours CEST) of April 21, 2017.

Credit institutions and stockholder associations, as well as persons, institutions or companies with equivalent status under Section 135, Paragraph 8 of the AktG or Section 135, Paragraph 10 of the AktG in conjunction with Section 125, Paragraph 5 of the AktG, may only exercise the voting rights for shares that do not belong to them, but of which they are registered as the holder in the share register, with the relevant authorization. Details relating to this authorization are provided in Section 135 of the AktG.

Further information on the registration process can be found on the registration form sent to stockholders and at www.bayer.com/stockholders-meeting.

Admission tickets to the Annual Stockholders’ Meeting will be issued after receipt of the registration by the required date, unless the stockholders have previously decided to issue a proxy to a proxy holder designated by the Company, or have registered for postal voting.

Stockholders are requested to note that, owing to the large number of registrations expected for our Annual Stockholders’ Meeting, we can generally only send out a maximum of two admission tickets per stockholder. This does not apply where the Custodian has issued a proxy to holders of American Depositary Shares of the Company.

Registration to attend the Annual Stockholders’ Meeting shall not block the shares for trading. Stockholders shall therefore remain free to dispose of their shares even after registration. Since only those stockholders who are entered in the share register on the date of the Annual Stockholders’ Meeting shall be deemed to be stockholders of the Company, the disposal of shares may affect eligibility to attend and the entitlement to exercise voting rights.

Exercise of voting rights by proxy

Stockholders’ voting rights may be exercised by proxy, including by a stockholders’ association. Registration by the required date shall also be required in these cases (see “Attendance at the Annual Stockholders’ Meeting and exercise of voting rights” above). The issue of a proxy is permissible both before and during the Annual Stockholders’ Meeting. To issue a proxy, declarations can be made both to the proxy holder and to the Company. In particular, stockholders may declare at the time of registration that they do not intend to attend the Annual Stockholders’ Meeting personally, but wish to be represented by a particular proxy.

Together with the Notice of the Stockholders’ Meeting, stockholders will receive a registration form that can be used to issue a proxy and issue voting instructions to the proxy holders designated by the Company or to order admission tickets for a proxy holder. A sample registration form will be made accessible to stockholders at www.bayer.com/stockholders-meeting. The voting card packet issued on admission to the Annual Stockholders’ Meeting will also include cards for issuing a proxy and, if applicable, issuing voting instructions during the Annual Stockholders’ Meeting. The “Stockholders’ Portal – AGM Service” also includes an (online) form that allows stockholders to issue a proxy to a third party, as well as to issue a proxy and voting instructions to proxy holders designated by the Company, either when registering or at a later date. The admission tickets issued by the Company also include a form for issuing a proxy.

Stockholders who wish to make use of proxy voting should note the following in particular:

Proxy holders designated by the Company

The Company offers its stockholders an opportunity to appoint proxy holders whom it has designated. The proxy holders designated by the Company will only exercise voting rights on the basis of the issued proxy if they have been issued voting instructions; they are obligated to vote in accordance with the instructions. However, instructions may only be issued regarding resolutions proposed by the Board of Management and / or the Supervisory Board (including any amendments) and resolutions proposed by stockholders announced by means of an addition to the agenda in accordance with Section 122, Paragraph 2 of the AktG.

Proxies and voting instructions issued to proxy holders designated by the Company must be issued in text form (Section 126b of the German Civil Code (BGB)) unless they are issued using the “Stockholders’ Portal – AGM Service.”

Proxies and voting instructions may be issued to proxy holders designated by the Company before the Annual Stockholders’ Meeting by returning the registration form included with the Notice of the Meeting by regular mail, or during the Annual Stockholders’ Meeting by using the proxy card included with the voting card packet. Without prejudice to the requirement to register by 24:00 hours CEST on Friday, April 21, 2017 (see “Attendance at the Annual Stockholders’ Meeting and exercise of voting rights” above), if a proxy is issued by regular mail, it must be received at the postal address specified above by Thursday, April 27, 2017 (date of mail delivery).

Proxies and voting instructions may also be issued to proxy holders designated by the Company before the Annual Stockholders’ Meeting using the registration form sent to stockholders by sending a fax to the above fax number or electronically using the (online) form available via the “Stockholders’ Portal – AGM Service” (see “Attendance at the Annual Stockholders’ Meeting and exercise of voting rights” above). Without prejudice to the requirement to register by 24:00 hours CEST on Friday, April 21, 2017 (see “Attendance at the Annual Stockholders’ Meeting and exercise of voting rights” above), proxies and voting instructions issued by fax or via the “Stockholders’ Portal – AGM Service” must all be received by 12:00 hours CEST on Thursday, April 27, 2017.

The above information on transmission options and deadlines applies accordingly to cancellation of a proxy issued to a proxy holder designated by the Company. Despite already having issued a proxy to a proxy holder designated by the Company, a stockholder who wishes to may attend the Annual Stockholders’ Meeting personally or via a representative and represent the relevant shares. In this case, the proxy holder designated by the Company will not exercise the stockholder’s voting rights. The proxy holder designated by the Company will also refrain from exercising the stockholder’s voting rights if the stockholder votes by postal voting (see “Postal voting” below).

Additional information on the issue of proxies and voting instructions to proxy holders designated by the Company can also be found on the registration form sent to stockholders.

Authorization of other persons

The following shall apply if a proxy is issued to a person other than a proxy holder designated by the Company and is not subject to the provisions of Section 135 of the AktG (in particular the authorization of credit institutions and stockholder associations): The issue and cancellation of proxies and the notification of the appointment of a proxy submitted to the Company must be in text form (Section 126b of the BGB). If the issue or cancellation of proxy is made by means of a declaration to the Company, this may be sent to the address given above in text form (Section 126b of the BGB) or submitted via the “Stockholders’ Portal – AGM Service” (see “Attendance at the Annual Stockholders’ Meeting and exercise of voting rights” above).

In the case of proxies issued within the scope of Section 135 of the AktG (in particular the issue of proxies to credit institutions and stockholder associations), text form is not required under Section 134, Paragraph 3, Sentence 3 of the AktG, nor do the Articles of Incorporation contain specific provisions for such a case. Consequently, the form in which credit institutions, stockholder associations and persons, institutions or companies of equivalent status under Section 135, Paragraph 8 of the AktG or Section 135, Paragraph 10 of the AktG in conjunction with Section 125, Paragraph 5 of the AktG are issued a proxy need only comply with the statutory provisions applicable to this specific type of proxy, in particular the provisions of Section 135 of the AktG.

Provision of evidence

If the proxy is issued by means of a declaration to the Company or if the proxy holder designated by the Company is authorized, additional evidence of authorization shall not be required. However, if the proxy is issued by means of a declaration to the proxy holder, the Company may require evidence of the authorization unless otherwise specified under Section 135 of the AktG. Evidence of the authorization may be provided to the Company before the Annual Stockholders’ Meeting.

For electronic communication of evidence of the appointment of a proxy, the Company provides for transmission via email to the email address bayere19b0a4134784e3ca773871fd9e98970.hv@85400c455c1b4d5697adf6d0cddee9b8linkmarketservices.de. The evidence of authorization must include either the name, date of birth and address of the stockholder, or the stockholder number, so that it can be correctly allocated. The name and postal address of the designated proxy should also be provided so that where possible the proxy holder may be sent admission tickets.

Postal voting

Stockholders may also cast their votes by mail or electronically without attending the Annual Stockholders’ Meeting (“postal voting”). Registration by the required date is also required in these cases (see “Attendance at the Annual Stockholders’ Meeting and exercise of voting rights” above). Postal voting shall be limited to resolutions proposed by the Board of Management and / or the Supervisory Board (including any amendments) and resolutions proposed by stockholders announced by means of an addition to the agenda in accordance with Section 122, Paragraph 2 of the AktG.

Without prejudice to the requirement to register by 24:00 hours CEST on Friday, April 21, 2017 (see “Attendance at the Annual Stockholders’ Meeting and exercise of voting rights” above), the postal vote cast by mail must be received at the above postal address (see “Attendance at the Annual Stockholders’ Meeting and exercise of voting rights” above) by Thursday, April 27, 2017 (date of mail delivery).

Postal votes may also be cast by fax to the above fax number or electronically using the (online) form available via the “Stockholders’ Portal – AGM Service” for the Annual Stockholders’ Meeting (see “Attendance at the Annual Stockholders’ Meeting and exercise of voting rights” above). Without prejudice to the requirement to register by 24:00 hours CEST on Friday, April 21, 2017 (see “Attendance at the Annual Stockholders’ Meeting and exercise of voting rights” above), votes cast by fax or via the “Stockholders’ Portal – AGM Service” must be received by 12:00 hours CEST on Thursday, April 27, 2017.

The above requirements regarding the notification options and deadlines shall apply accordingly to the cancellation of postal voting. If a stockholder wishes to attend the Annual Stockholders’ Meeting personally or via a representative and represent the relevant shares despite having already cast a postal vote, attendance is possible, but will be deemed to be cancellation of the postal vote.

Authorized credit institutions, stockholder associations and persons, institutions or companies of equivalent status under Section 135, Paragraph 8 of the AktG or Section 135, Paragraph 10 of the AktG in conjunction with Section 125, Paragraph 5 of the AktG, may also cast postal votes.

Additions to the agenda

Stockholders whose shares together account for one-twentieth of the capital stock or a proportionate interest of EUR 500,000 (corresponding to 195,313 shares) may require items to be added to the agenda and announced, in accordance with Section 122, Paragraph 2 of the AktG. Each new item must be accompanied by the reasons for it or a proposed resolution. The request must be directed to the Board of Management in writing and may be sent to the following address:

Bayer Aktiengesellschaft
Board of Management
Building W11
Kaiser-Wilhelm-Allee 1
51373 Leverkusen
Germany

Requests for additions to the agenda must be received by the Company at least 30 days before the Meeting, i.e. by 24:00 hours CEST on Tuesday, March 28, 2017. Applicants must provide evidence that they have been holders of the shares for at least 90 days preceding the date of receipt of the request and that they will hold the shares until a decision on the motion has been made by the Board of Management. Additions to the agenda to be announced will be published in the Bundesanzeiger (Federal Gazette) without delay and submitted for publication to those media which may be presumed to distribute the information throughout the European Union, unless already announced with the Notice of the Meeting. They will also be made available online at www.bayer.com/stockholders-meeting without delay.

Right to submit countermotions and proposals for election

Each stockholder has the right to submit motions and proposals for election relating to items of the agenda or the rules of procedure during the Annual Stockholders’ Meeting without the need for announcement, publication or any other special action before the Annual Stockholders’ Meeting.

The Company will make available any countermotions within the meaning of Section 126 of the AktG and proposals for election within the meaning of Section 127 of the AktG including the name of the stockholder, the reasons (although this is not required for proposals for election), and any statement by the management, and in the case of proposals for the election of Supervisory Board members, the statements and references of the Board of Management to the composition of the Supervisory Board in accordance with Section 127, Sentence 4 of the AktG in conjunction with Section 96, Paragraph 2 of the AktG at www.bayer.com/stockholders-meeting, provided the stockholder has sent the information to the Company at least 14 days before the Meeting, i.e. by 24:00 hours CEST on Thursday, April 13, 2017, to the following address:

Bayer Aktiengesellschaft
Building Q26 (Legal Department)
Kaiser-Wilhelm-Allee 20
51373 Leverkusen
Germany
Fax: + 49 (0) 214 / 30-26786
Email: hvd6279b2e8b494a39ad85618353b1f0a9.gegenantraege@4d04affa191c4a5a9c66960381950c4bbayer.com

and the other requirements regarding the corresponding duty under Section 126 and Section 127 of the AktG have been met.

Right of information

In accordance with Section 131, Paragraph 1 of the AktG, each stockholder is entitled to request and receive information from the Board of Management during the Annual Stockholders’ Meeting on issues relating to the Company, provided that the information is required for the due and proper assessment of an item on the agenda, and there is no right to refuse disclosure. The duty of disclosure also extends to the legal and business relationships of the Company with an affiliated company and the position of the Group and the companies included in the consolidated financial statements.

Further explanations

This Notice and further information and explanations of the stockholders’ rights under Section 122, Paragraph 2; Section 126, Paragraph 1; Section 127; and Section 131, Paragraph 1 of the AktG are available on the Annual Stockholder’s Meeting website www.bayer.com/stockholders-meeting.

Partial transmission

All stockholders of the Company and any interested members of the public can follow live streaming of the opening of the Annual Stockholders’ Meeting by the Chairman of the Supervisory Board and the speech by the Chairman of the Board of Management at the Annual Stockholders’ Meeting on Friday, April 28, 2017, at www.bayer.com/stockholders-meeting starting at around 10:00 a.m. CEST. There will be no other video or audio transmission of the Annual Stockholders’ Meeting.


Leverkusen, February 2017

Bayer Aktiengesellschaft

The Board of Management


This translation of the German version is provided for convenience only.