Bayer : Notice of the Annual Stockholders’ Meeting 2024

Notice

of the

Annual Stockholders' Meeting of Bayer AG

on April 26, 2024

Notice of the Annual Stockholders' Meeting 2024

Contents

2

Contents

Agenda

1. 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 ______________ 3

1. Resolution on ratification of the actions of the members of the Board of Management ____ 4
2. Resolution on ratification of the actions of the members of the Supervisory Board _______ 4
3. Supervisory Board elections ________________________________________________ 5
4. Approval of the compensation system for the members of the Board of Management ____ 8
5. Resolution on the approval of the Compensation Report ___________________________ 9
6. 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 _______________________________________________ 9
7. Resolution on the approval of the Control and Profit and Loss Transfer
   Agreement between the Company and Bayer CropScience Aktiengesellschaft_________ 16
8. 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 ______________ 18

Compensation system for the members of the Board of Management in the version effective January 1, 2024, as resolved upon by the

Supervisory Board (annex to Agenda Item 5) __________________________________ 19

Compensation Report on the compensation of the members

of the Board of Management and of the Supervisory Board for the fiscal year 2023 (with foreword) including the audit report of the auditor

(annex to Agenda Item 6) ___________________________________________________ 39

Further Information

Masthead _______________________________________________________________ 103

Notice of the Annual Stockholders' Meeting 2024

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Bayer Aktiengesellschaft

Leverkusen

- ISIN DE000BAY0017 -

Notice convening

the Annual Stockholders' Meeting

on April 26, 2024,

as a virtual Annual Stockholders' Meeting

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.

Agenda

1. 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

The Board of Management and the Supervisory Board propose that, of the distributable profit of EUR 2,574,582,046.65 reported in the annual financial statements for the fiscal year 2023, an amount of EUR 108,066,649.02 be used to pay a dividend of EUR 0.11 per share carrying dividend rights and the remaining amount of EUR 2,466,515,397.63 be transferred to other retained earnings.

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The dividend amount is determined based on the number of shares carrying dividend rights on the date the annual financial statements were prepared by the Board of Management. If the Company holds own shares on the date of the Annual Stockholders' Meeting and the number of shares carrying dividend rights on the date of the Meeting is therefore lower than the number on the date the annual financial statements were prepared, the Board of Management and Supervisory Board shall present an amended proposal on the use of the distributable profit to the Meeting, to the effect that the proposed dividend shall remain unchanged at EUR 0.11 per share carrying dividend rights, the transfer to other retained earnings shall remain unchanged at EUR 2,466,515,397.63 and the remainder of the distributable profit shall be carried forward.

In accordance with Section 58, Paragraph 4, Sentence 2 of the German Stock Corporation Act (AktG), the entitlement to the dividend is due on the third business day following the resolution of the Annual Stockholders' Meeting, namely on May 2, 2024.

The annual financial statements prepared by the Board of Management on February 22, 2024, were approved by the Supervisory Board on February 29, 2024, in accordance with Section 172, Sentence 1 of the AktG; the annual financial statements are thus confirmed. The Supervisory Board also approved the consolidated financial statements. No resolution on the confirmation of the annual financial statements or on the approval of the consolidated financial statements in accordance with Section 173 of the AktG by the Annual Stockholders' Meeting is therefore required. The other documents mentioned above shall be made available to the Annual Stockholders' Meeting in accordance with Section 176, Paragraph 1, Sentence 1 of the AktG without the need for adoption of a resolution, with the exception of the resolution on the use of the distributable profit.

2. Resolution on ratification of the actions of the members of the Board of Management

The Board of Management and the Supervisory Board propose that the actions of the members of the Board of Management who held office in the fiscal year 2023 be ratified for this period.

3. Resolution on ratification of the actions of the members of the Supervisory Board

The Board of Management and the Supervisory Board propose that the actions of the members of the Supervisory Board who held office in the fiscal year 2023 be ratified for this period.

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4. Supervisory Board elections

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, and Section 8 Paragraph 1 of the Articles of Incorporation, the Supervisory Board is composed of 20 members. Of the 20 members of the Supervisory Board, ten 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 stockholders' 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 the upcoming 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 four women and six men, thus the minimum quota is currently being fulfilled.

Dr. Norbert W. Bischofberger, who was elected as member of the Supervisory Board by the stockholders, has resigned from his office with effect from the end of the Annual Stockholders' Meeting 2024 at which time his term of office on the Supervisory Board will end. Furthermore, the terms of office of the stockholders' representatives Dr. rer. nat. Simone Bagel-Trah, Horst Baier, Ertharin Cousin and Prof. Dr. med. Dr. h.c. mult. Otmar D. Wiestler end on conclusion of the Annual Stockholders' Meeting 2024. The Supervisory Board proposes that the following candidates be elected with effect from the end of the Annual Stockholders' Meeting 2024 for the period through to the end of the Annual Stockholders' Meeting that will resolve on the ratification of their actions for the fiscal year 2027:

1. Horst Baier, Hanover, Germany Independent consultant
   Memberships on statutory supervisory boards:
2. • Bayer Aktiengesellschaft (listed company)

Memberships in comparable supervising bodies of German or foreign corporations:

• DIAKOVERE gGmbH (member of the optional Supervisory Board)

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1. • Ecclesia Holding GmbH (member of the optional Supervisory Board)
   • Whitbread PLC (non-executive member of the Board of Directors, listed company)
2. Ertharin Cousin, Chicago, United States Independent consultant
   Memberships on statutory supervisory boards:
3. • Bayer Aktiengesellschaft (listed company)

Memberships in comparable supervising bodies of German or foreign corporations:

1. • Allwyn North America, Inc. (non-executive member of the Board of Directors)
   • Mondelēz International, Inc. (non-executive member of the Board of Directors, listed company)
2. Lori Schechter, Dallas, United States
   Board and Enterprise Risk Advisor at McKesson Corporation
   Memberships on statutory supervisory boards:
3. • none

Memberships in comparable supervising bodies of German or foreign corporations:

1. • none
2. Dr. Nancy Cole, née Simonian (Dr. Nancy Simonian), Cambridge, United States Independent consultant
   Memberships on statutory supervisory boards:
3. • none

Memberships in comparable supervising bodies of German or foreign corporations:

• Alltrna, Inc. (non-executive member of the Board of Directors)

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1. • Syros Pharmaceuticals, Inc. (non-executive member of the Board of Directors, listed company)
2. Jeffrey Ubben, Healdsburg, United States
   Founder, Portfolio Manager and Managing Partner at Inclusive Capital Partners, L.P.
   Memberships on statutory supervisory boards:
3. • none

Memberships in comparable supervising bodies of German or foreign corporations:

• Arcadia Power, Inc. (non-executive member of the Board of Directors)
• Climate Vault Solutions, Inc. (non-executive member of the Board of Directors)
• Exxon Mobil Corporation (non-executive member of the Board of Directors, listed company)

These proposals by the Supervisory Board are based on the recommendation of the Nomination Committee and take into account the targets determined by the Supervisory Board for its composition, the profile of expertise developed by the Supervisory Board and the diversity concept for the body as a whole.

The elections to the Supervisory Board are to be held as individual elections and in each case for a term of office of four years. With the proposed term of office of four years the Company is considering the expectations of international investors in particular. Bayer is making use of the option provided in the Articles of Incorporation to elect members of the Supervisory Board for a shorter term of office than the maximum term of five years (Section 8, Paragraph 2, Sentence 2 of the Articles of Incorporation).

The Supervisory Board has satisfied itself that Horst Baier, Ertharin Cousin, Lori Schechter, Dr. Nancy Simonian and Jeffrey Ubben are able to meet the expected time commitment for performing their Supervisory Board duties, taking into account their seats on other boards. In 2023 Horst Baier and Ertharin Cousin participated in all meetings of the Supervisory Board and of the committees of the Supervisory Board of which they were members.

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The Supervisory Board regards Horst Baier, Ertharin Cousin, Lori Schechter, Dr. Nancy Simonian and Jeffrey Ubben as independent. Beyond the membership of Horst Baier and Ertharin Cousin on the Company's Supervisory Board and the membership of Jeffrey Ubben on the Company's ESG Council, the Supervisory Board does not consider there to be any personal or business relationships between Horst Baier, Ertharin Cousin, Lori Schechter, Dr. Nancy Simonian and Jeffrey Ubben on the one hand and the companies of the Bayer Group, the governance 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 Annual Stockholders' Meeting regarding their election.

Horst Baier has expert knowledge in the field of financial reporting pursuant to Section 100, Paragraph 5 of the AktG and Recommendation D.3 of the German Corporate Governance Code. Further information can be found in the curricula vitae of Horst Baier, Ertharin Cousin, Lori Schechter, Dr. Nancy Simonian and Jeffrey Ubben which are available online at www.bayer.com/stockholders-meeting.

5. Approval of the compensation system for the members of the Board of Management

Pursuant to Section 120a, Paragraph 1 of the AktG, the stockholders' meeting of a listed company must resolve on the approval of the compensation system for the members of the Board of Management as presented by the Supervisory Board whenever there is a material change to this system, and at least every four years. The Company's Annual Stockholders' Meeting last passed such a resolution on April 28, 2020. Thus, a new resolution is required at the Annual Stockholders' Meeting on April 26, 2024. The Supervisory Board has reviewed and updated the compensation system for the members of the Board of Management. The proposed changes serve to significantly simplify the system and predominantly derive from investor feedback. The structure of the current compensation system has proved itself to be fundamentally sound and shall be retained.

Based on the recommendation of its Human Resources and Compensation Committee, the Supervisory Board proposes that the compensation system for the members of the Board of Management, as resolved upon by the Supervisory Board and taking effect from January 1, 2024, be approved.

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The compensation system for the members of the Board of Management, as resolved upon by the Supervisory Board and taking effect from January 1, 2024 is described after this Agenda as an annex to Agenda Item 5.

6. Resolution on the approval of the Compensation Report

Pursuant to Section 162 of the AktG, the Board of Management and the Supervisory Board of a listed company are required to prepare a compensation report on an annual basis. In accordance with Section 120a, Paragraph 4, Sentence 1 of the AktG, the Annual Stockholders' Meeting shall resolve on the approval of the Compensation Report for the past fiscal year prepared and audited in accordance with Section 162 of the AktG.

The Compensation Report for the fiscal year 2023 and the auditor's report are presented at the end of this Agenda as an annex to Agenda Item 6. The Compensation Report was audited by the auditor pursuant to Section 162, Paragraph 3 of the AktG with a view to obtaining assurance that the legally required information pursuant to Section 162, Paragraphs 1 and 2 of the AktG had been provided. The auditor also conducted an audit of the content beyond the legal requirements.

The Board of Management and the Supervisory Board propose that the Compensation Report for the fiscal year 2023 prepared and audited in accordance with Section 162 of the AktG be approved.

7. 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

The authorization to acquire and use own shares, approved by the Annual Stockholders' Meeting on April 26, 2019, will expire on April 25, 2024. Therefore, it is intended that the Board of Management be authorized again to acquire and use own shares for an additional five years. Separate resolutions will be put forward on the general authorization to acquire own shares and on the supplementary authorization to use derivatives in the course of the acquisition.

1) The Board of Management and Supervisory Board propose the following resolution for adoption:

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1. The Board of Management is authorized until April 25, 2029, to acquire own shares with a proportionate interest in the capital stock totaling up to 10 percent of the Company's capital stock existing at the date of the resolution or - if this value is lower - at the date the authorization is exercised, subject to the proviso that the shares acquired as a result of this authorization, together with other shares of the Company that the Company has already acquired and still holds, or which are attributable to it under Section 71d and Section 71e of the AktG, at no time exceed 10 percent of the capital stock of the Company. The provisions in Section 71, Paragraph 2, Sentences 2 and 3 of the AktG must be complied with.
   The Board of Management decides whether shares are acquired (aa) via the stock exchange or via a multilateral trading facility as specified in Section 2 Paragraph 6 of the German Stock Exchange Act (BörsG), (bb) by means of a public purchase offer addressed to all stockholders, or (cc) by means of a public offer addressed to all stockholders to exchange for shares of a publicly listed company as specified in Section 3, Paragraph 2 of the AktG (hereinafter "exchange shares"). In addition, the acquisition of shares must satisfy the principle of equal treatment of stockholders (Section 53a of the AktG).
2. 1. If the acquisition takes place via the stock exchange or via a multilateral trading facility, the purchase price paid by the Company (excluding transaction costs) may neither exceed, nor be lower than, the Company's share price, as determined by the opening auction in XETRA trading (or a comparable successor system) on the Frankfurt Stock Exchange on the trading day, by more than 10 percent.
   2. If the acquisition takes place by means of a public purchase offer, the offer price paid by the Company (excluding transaction costs) may neither exceed, nor be lower than, the Company's share price, as determined by the closing auction in XETRA trading (or a comparable successor system) on the Frankfurt Stock Exchange on the last trading day before the publication of the purchase offer, by more than 10 percent. The offer may be adjusted in the event of significant share price changes following the announcement of the public purchase offer. In this case, the purchase offer will be adjusted to reflect the Company's share price as determined by the closing auction in XETRA trading (or a