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Proxy Report - 25/05/2018

General: On 14 September 2016, Bayer signed a definitive merger agreement with Monsanto Company, which provides for Bayer’s acquisition of all outstanding shares in Monsanto against a cash payment of USD 128.00 per share, see section 3.1 for details. Under German law, the transaction is not subject to shareholder approval. The shareholders of Monsanto approved the merger with the requisite majority on 13 December 2016. However, the transaction remains subject to customary closing conditions, including relevant antitrust and other regulatory approvals. The European Commission, has approved the deal on 21 March 2018 under certain conditions, see section 3.1 for details.

Item 4: We recommend to oppose the election of Prof. Dr. Winkeljohann to the Supervisory Board due to our concerns over the insufficient independent representation on the Board.

Bayer AG

Bayer is a life sciences group based in Germany. Co.'s operations are organized along three divisions: Pharmaceuticals (engaged in prescription pharmaceuticals for cardiology and women's healthcare); Consumer Health (engaged in non-prescription products in dermatology, dietary supplement, analgesic, gastrointestinal, allergy, cold and flu, foot care, sun protection and cardiovascular risk prevention categories); and CropScience (engaged in the development of seeds and plant traits; crop protection; and for gardens, the green industry and non-agricultural pest control). Co. also maintains an Animal Health business unit engaged in the development of products for farm and companion animals.


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