Etude de l'AG du 28/04/2017
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. Closing of the transaction is currently expected by the end of 2017. The merger agreement provides for payment of a USD 2bn reverse break fee by Bayer, including, in particular, in the event that the necessary antitrust approvals are not granted by 14 June 2018, and Bayer or Monsanto therefore terminates the merger agreement.
Item 5: The Management Board and the Supervisory Board propose an increase of the Supervisory Board members' remuneration. We assess the absolute amount of remuneration under the amended system as above market practice and consider the increase as not acceptable. We therefore recommend to oppose the proposed changes to the Company's Articles of Association.
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