Annual Stockholders’ Meeting 2024
Notice of the Meeting & Agenda
We hereby convene our Annual Stockholders’ Meeting as a virtual Annual Stockholders’ Meeting, without the physical presence of stockholders or their proxy holders at the venue of the Meeting, on Friday, April 26, 2024, at 10:00 a.m. CEST.
Agenda
- Presentation of the confirmed annual financial statements and the approved consolidated financial statements, the combined management report of Bayer Aktiengesellschaft and the Bayer Group, 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 2023, and resolution on the use of the distributable profit
- Resolution on ratification of the actions of the members of the Board of Management
- Resolution on ratification of the actions of the members of the Supervisory Board
- Supervisory Board elections
- Approval of the compensation system for the members of the Board of Management
- Resolution on the approval of the Compensation Report
- Authorization to acquire and use own shares with the potential disapplication of subscription and other tender rights; use of derivatives in the course of the acquisition
- Resolution on the approval of the Control and Profit and Loss Transfer Agreement between the Company and Bayer CropScience Aktiengesellschaft
- Election of the auditor for the annual financial statements and of the auditor for the review of the half-year and interim financial reports, if applicable
Notice of the Annual Stockholders’ Meeting of Bayer AG on April 26, 2024
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:
- The annual financial statements (including the proposal of the Board of Management for the use of the distributable profit), the consolidated financial statements, the combined management report of Bayer Aktiengesellschaft and of the Bayer Group and the report of the Supervisory Board, in each case for the fiscal year 2023 (Agenda Item 1), together with the explanatory report by the Board of Management on takeover-related information, which forms part of the combined management report of Bayer Aktiengesellschaft and of the Bayer Group for the fiscal year 2023,
- Curricula vitae of Horst Baier, Ertharin Cousin, Lori Schechter, Dr. Nancy Simonian and Jeffrey Ubben, including further information of relevance to the proposed election to the Supervisory Board (Agenda Item 4),
- Compensation system for the members of the Board of Management in the version effective January 1, 2024, as resolved upon by the Supervisory Board (Agenda Item 5),
- Compensation Report on the compensation of the members of the Board of Management and of the Supervisory Board for the fiscal year 2023 (Agenda Item 6),
- Report by the Board of Management in accordance with Section 71, Paragraph 1, No. 8 of the AktG in conjunction with Section 186, Paragraph 4, Sentence 2 of the AktG (Agenda Item 7),
- Control and Profit and Loss Transfer Agreement between the Company and Bayer CropScience Aktiengesellschaft, the joint report of the Company’s Board of Management and the Board of Management of Bayer CropScience Aktiengesellschaft on the Control and Profit and Loss Transfer Agreement, the annual financial statements of the Company and of Bayer CropScience Aktiengesellschaft and the combined management reports of Bayer Aktiengesellschaft and the Bayer Group, in each case for the last three fiscal years (Agenda Item 8).
These documents will also be available during the Annual Stockholders’ Meeting.