Bayer Aktiengesellschaft (ETR:BAYN)
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Apr 27, 2026, 5:35 PM CET
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AGM 2025

Apr 25, 2025

Norbert Winkeljohann
Chairman of the Supervisory Board, Bayer

I would like to welcome you, our dear and esteemed shareholders, shareholder representatives, the representatives of the media, as well as anyone else who may be following the Annual Stockholders' Meeting. I am pleased that you accepted our invitation and are following today's ASM via a live video feed. Ladies and gentlemen, the Board of Management, with the approval of the Supervisory Board, decided to hold today's Annual Stockholders' Meeting in virtual format once again. We reached this decision after consideration, in particular, the circumstance that the rights of the shareholders in a virtual Annual Stockholders' Meeting are equal to those in an in-person Annual Shareholders' Meeting, the fact that, in a virtual ASM, many shareholders may participate and can easily dial in from wherever they may be, the items on today's agenda, and the good experience Bayer has garnered through virtual ASMs that have already been conducted.

Sustainability issues and cost aspects were also considered. By reaching this decision in favor of a virtual ASM, we are in line with the widespread practice of a lot of large-scale listed companies. In addition, in today's Annual Shareholders' Meeting, we have provided for elements with which we will facilitate the exchange between shareholders and make the virtual Annual Shareholders' Meeting more lively. Shareholders have the opportunity to use the Shareholders' Portal to follow the speech of Bill Anderson and my report on the work of the Supervisory Board, as well as the submissions of the shareholders, and to react to them. You can use various emojis, as you are familiar with from social media. The reactions will then be shown live during the video feed via the internet. Representing the Supervisory Board are the Deputy Chair, Mrs. Hausfeld, and Paul Achtleitner. They are present in the meeting room today.

Paul Achtleitner has been appointed my substitute in the event that I may be unable to continue chairing the ASM. All of the other Supervisory Board members will be taking part via a live video feed, as is provided for in our Articles of Incorporation. Of the members of the Supervisory Board participating virtually, I would like to welcome the employee representatives, Marianne Maehl and Nadine Dietz, in particular. Marianne Maehl, as of the 1st of September 2024, was appointed by the Court as successor to Heinz- Georg Webers on the Supervisory Board. Marianne Maehl is a trained Laboratory Chemist and Chairwoman of the Works Council of the Bayer location at Frankfurt am Main. Nadine Dietz, as of the 1st of January 2025, was elected replacement member for Dr. Barbara Gansewendt to the Supervisory Board.

Nadine Dietz has training in Curative Psychiatry and also education in economics and didactics, and she is Chair of the Group Speakers Committee of the Executives of Bayer. Representing the Board of Management are all members today. I would like to welcome our CEO, Bill Anderson, the CFO, Wolfgang Nickl, and our Chief Talent Officer, Heike Prinz, as well as the Board members, Stefan Oelrich, the Head of our Pharmaceuticals Division, Rodrigo Santos, the Head of our Crop Science Division, and Julio Triana, the Head of our Consumer Health Division. I would also like to mention and welcome the Notary Public Marc Herrmann. As in previous years, he will be taking the minutes of the ASM. In addition, one of the two company-appointed voting proxies is present here in the room.

Unfortunately, since the last ASM, some Bayer colleagues had to leave us, and I would like to ask for a moment of silence.

Thank you very much for this moment of silence for those Bayer colleagues who have passed away. Ladies and gentlemen, at this juncture, I would like to thank everyone who helped to prepare and conduct this Annual Shareholders' Meeting. This brings me to the formal matters and the housekeeping notifications for the procedure of today's Annual Shareholders' Meeting. The entire Annual Shareholders' Meeting will be transmitted for shareholders and their proxies via a live video feed via the Shareholder Portal. The Shareholder Portal can be accessed via the website of the company. In addition, as Chair of the ASM, in accordance with Article 16, paragraph 4 of our Articles of Incorporation, I have ordered that today's ASM also be made available to the general public via a live video feed via the internet as well, so it can be followed by everyone without restriction.

Please take note that the shareholders and their representatives can only patch into the ASM electronically and be accepted into the attendance register if they use the access via the Shareholders' Portal. The opening of the ASM, the speeches of the CEO, my report, and of the Supervisory Board will be recorded. The recordings will be made available after the ASM on our website, where they will remain available. It is forbidden to record the transmission of today's ASM. This year as well, we are offering simultaneous interpretation of the entire ASM into English, as well as a live transmission in sign language. You can choose the language you wish to listen to on the website. In addition, we are affording our shareholders once again the opportunity to have their live submissions interpreted into English by our interpreters and into German as well.

This will ensure that international investors can participate more intensively than in the past. Please, we ask of your understanding that this is a voluntary offer of the company. We will not take any responsibility for the availability and the correctness of the contents of the interpretation. If you wish to make a submission in English, as before, you can also bring your own interpreter with you, who would then interpret it into German, which is the official language of the ASM. As Chairman of the ASM, according to Article 131, paragraph 1F of the German Stock Corporation Act, I have determined that the right to ask questions and to receive information of the shareholders shall only be exercised via video communication and therefore as part of a submission. This enables other shareholders to follow questions, submissions, and their answers at the ASM in context.

The Board of Management will answer the questions you ask. Any questions directed to the Supervisory Board will be answered by me after coordinating and approving this with the Board of Management. Should there be any follow-on questions, every shareholder can ask them by asking to take the floor. The exercise of the voting right, as customarily, will be possible during the ASM via the Shareholder Portal. I will give you some details on this thereafter. Corresponding to statutory regulations, shareholders, in addition, were able to file submissions before the ASM, file counter-motions, and make nominations. This opportunity was availed of in substantial extent. We received eight written submissions, as well as 12 counter-motions and one nomination for the Supervisory Board elections. We have made these available to the ASM module on our website.

In order to allow the questions to be answered in a targeted manner, we also published the speeches of Bill Anderson and my report for the Supervisory Board on the 17th of April because of the Easter weekend. We hope that these measures give you enough room for dialogue with you, my dear and esteemed shareholders. I hope that we have a constructive discussion. Should there be any technical issues, despite all of the efforts that we have taken, I ask of your patience. Please, in such events, follow the notifications on our website for the ASM on the Shareholders' Portal. If you have personal technical difficulties, please call the Shareholders' Hotline. You'll find the number on the website for the ASM and in the Shareholder Portal.

The convocation of today's virtual ASM, along with the agenda and the proposals by the Board of Management and Supervisory Board on the resolutions to be passed, were published in due form and time on the 7th of March of this year in the German Federal Gazette. The financial statements of the parent company, including the proposal of the Board of Management for the use of distributable profit, the consolidated financial statements, the combined management report, and the explanatory report of the Board of Management on takeover relevant disclosure, and the report of the Supervisory Board, have been published on the website of the company for the ASM and have been available there since the convocation of the ASM. They remain available there today. This also applies to the CV of Alberto Weisser as candidate for the elections to the Supervisory Board.

Equally, on our website, we have the Compensation Report that will be submitted to you for your approval, as well as the system for compensating the members of the Board of Management and the Supervisory Board. This applies also to the description of the compensation of the Supervisory Board members, the Articles of Incorporation of the company, and the report of the Board of Management on authorized capital, along with the possibility to exclude subscription rights for fractional amounts. Ladies and gentlemen, I therefore find that the convocation of the Annual Stockholders' Meeting was published according to the law and Articles of Incorporation. The Attendance Register will soon be made available to you online and be available for shareholders and their representatives to inspect it. We will update it in regular intervals.

Ladies and gentlemen, now I would like to come to some points with respect to the debate and making submissions. Shareholders who wish to take the floor on one or several items on the agenda are asked to register their request to take the floor in the Shareholder Portal in due time. This will enable us to distribute the time available to the speakers with good measure. As described in more detail in the convocation to the Annual Stockholders' Meeting, registering your request to take the floor and checking the functionality of your video communication are options that have been available to you since 9:00 A.M. this morning in order to make sure that the ASM can be conducted smoothly. While you're making your submission, you can also ask questions, make nominations, and file motions.

Submissions and requests to take the floor are possible until the speakers' list has been closed. Afterwards, requests to take the floor can be made via the Shareholder Portal, and you can also use the Shareholder Portal to file motions. In the Shareholder Portal, in due time, a dialogue will open up asking you to enter the virtual waiting room. Depending on the number of requests to take the floor that have been received and your position in the speakers' list, it might take a little bit of time. Therefore, I ask of your patience. When you enter the waiting room, for technical reasons, you will leave the time-delayed transmission of the ASM. In the waiting room, the transmission is no longer time-delayed. This means that when you enter the meeting room, you will miss just a brief part of the ASM, no more than 10- 15 seconds.

Therefore, we kindly ask that you select the time at which you want to enter the waiting room prudently, but we also ask you not to wait too late because we want to make sure that we can check the functionality of your system. Once the system check has been concluded successfully, then I will call your name, and you will be patched through live to the ASM. Ladies and gentlemen, some housekeeping remarks on voting. Casting votes for today's virtual ASM has been possible via postal vote or by authorizing and issuing instructions to a company-appointed voting proxy in the Shareholders' Portal. This can be done until the end of the voting procedure. I will announce when I am going to end the voting procedure. Up until then, you can still change any votes that you have already cast via the Shareholders' Portal.

I will remind you of this in due time, but I would like to ask you now to make sure that you issue your instructions and exercise your votes in due time. If you have registered for the ASM with more than one shareholder number or have several proxy cards, you must exercise the voting right for each shareholder number or proxy card individually to make sure that all of the votes are considered. When determining the results of the votes, we will use the addition method. Only the yes and no votes will be counted. Abstentions will be recorded separately but will have no bearing on the result of the votes. Objections that are to be taken to the minutes against resolutions of the ASM and complaints because questions have not been answered can also be filed electronically via the Shareholder Portal.

The same applies to requests for additional agenda items according to Article 131, paragraph 4, and paragraph 5 of the German Stock Corporation Act. As mentioned in the convocation to the ASM, you also have the possibility to make objections from the beginning of the ASM until it is closed. The voting procedure and the count of the votes will be monitored by the Notary Public, as will objections, complaints, and requests for additional agenda items pursuant to Section 131, paragraph 4, and paragraph 5 of the German Stock Corporation Act. The Notary Public confirmed that the system works. Ladies and gentlemen, after these remarks, we can go to the agenda. The agenda, along with proposals on the resolutions that are to be passed, have been published in the convocation in the German Federal Gazette on the 7th of March.

You can find this and other documents also on our website, Module for the ASM. As mentioned before, the company has received a lot of counter-motions and one nomination for the Supervisory Board from shareholders. We have made all of this available on our internet page, and they are deemed as having been filed from the time that they were made available on our website. They do not need to be treated at the ASM if the request or the nomination has not been legitimized and has not been registered for the ASM. Let us move on to item one on the agenda, but I'd also like to call all the other items on the agenda as well. Under item one of the agenda, the financial statements and reports, as well as the proposal for the use of distributable profit, will be addressed.

The financial statements for 2024 were prepared by the Board of Management, approved by the Supervisory Board, and are therefore adopted. The consolidated financial statements were also approved by the Supervisory Board. The combined management report was audited, or reviewed rather, by the Supervisory Board and approved without any objections. The Supervisory Board endorsed the proposed use of distributable profit made by the Board of Management, which envisages a dividend of $0.11 per share. It also endorsed this proposal. The auditor audited the parent company financial statements, the consolidated financial statements, and the combined management report and issued them an unqualified auditor's opinion. The Supervisory Board endorsed the results of the audit. The auditor also audited the Compensation Report for fiscal 2024 and issued it an unqualified audit opinion. A copy of all documents has been made available to the Notary Public.

Items two and three on the agenda relate to the ratification of the actions of the members of the Board of Management and the Supervisory Board. I will address the further points on the agenda, namely the proposed election to the Supervisory Board, the resolutions that are to be passed on the Compensation Report, the compensation of the Supervisory Board members, the creation of authorized capital, and the renewed authorization to hold virtual ASMs within the scope of the report of the Supervisory Board. This concludes my remarks on today's agenda. Now, ladies and gentlemen, I would like to hand the floor to Bill Anderson for his report from the Board of Management. Bill, the floor is now yours.

Bill Anderson
CEO, Bayer

Ladies and gentlemen, dear shareholders. On behalf of Team Bayer, I also welcome you to our Annual Stockholders' Meeting.

It's great to have you here today, and there is plenty to discuss. Therefore, let's cut to the chase, because there's a lot happening not only at Bayer, but also in the world at large. Every day, we see how things are moving fast, and that raises a lot of important questions. Today, I would like to answer the most important questions for Bayer. Where are we? What's next? And how do we navigate a rapidly changing world? These questions call for an honest analysis and a clear plan. We are working very hard on our strategic priorities and thus on Bayer's turnaround. Because our mission is worth it for our customers, for you, dear shareholders, and for the more than 90,000 colleagues at Bayer. Let's move on to the first question. Where do we stand?

At the beginning of the month, I openly discussed this very question with our works councils in Germany. Simply put, at Bayer, there is no such thing as lukewarm. On the one hand, every day, our teams do important work to improve in health and nutrition with our products and services, so farmers can feed people with their harvests, so people can get through the cold and flu season, or so that one day, groundbreaking research can put an end to the terror wrought by devastating diseases. Take Parkinson's disease, for example. We plan to treat the first patient in a registrational phase III cell therapy trial in the first half of this year. We also started a clinical phase II trial for a novel gene therapy earlier this year. Both programs have been designated regenerative medicine advanced therapies by the U.S. Food and Drug Administration, FDA.

No other company in the world can claim as much progress in this area as we can. While we are still years away from a potential market launch, there's hope for millions of patients worldwide. That's what we are fighting for. These are some of the many positive aspects at Bayer. As you know, there are also things that weigh heavily on us. There are the legal disputes in the U.S., which are costing us a great deal of money and are hanging over us like a dark shadow. There is also our net financial debt. Although it fell to EUR 32.6 billion last year, it is still too high. You, as shareholders, are also feeling the consequences. The uncertainty puts pressure on our share price, and the dividend was reduced to the statutory minimum last year. We are proposing the same measure to you this year and next.

We're working very hard to remove these obstacles and put Bayer back on a profitable growth path. We're making excellent progress, but there's still a lot to do. As I said, there's no lukewarm at Bayer. To say it in my mother tongue, which I'll switch to now if you don't mind, you see this also reflected in our 2024 results. We saw great progress in some areas and serious challenges in others. In November of 2024, we adjusted our full-year EBITDA guidance while confirming all other metrics. As a group, our results were in line with that revised outlook. Group sales grew 1% on a currency and portfolio-adjusted basis. Core earnings per share came in at EUR 5.05. We generated EUR 3.1 billion of free cash flow, exceeding our guidance.

Breaking it down business by business, our Pharmaceuticals division performed better than expected, partly compensating for earnings pressures in Crop Science and slower top-line development in Consumer Health. Let's continue with our financials, looking at our outlook for the current year. We've called 2025 the most difficult year of our turnaround. On a group level, we anticipate net sales roughly in line with and earnings and cash flow behind prior year. In Pharmaceuticals, we're planning on net sales slightly below 2024, and we expect slight margin declines as the impact of the Xarelto patent loss accelerates. In Consumer Health, we're targeting growth that's largely in line with the market on an EBITDA margin before special items in the same corridor as 2024. In Crop Science, we anticipate a slow market recovery with earnings pressure from regulatory challenges and crop protection pricing keeping margins at current levels.

As we communicated in March, we anticipate year-over-year sales declines in Crop Science in Q1. The pressures on our 2024 financial performance up the stakes for our strategic priorities. We made progress on each in 2024, and in 2025, we see the opportunity to take additional steps forward. I'll go through them one by one, highlighting where we stand and what's next this year. First, we've made rapid progress on our Pharmaceutical pipeline. Allow me to sort of zoom out and reflect on how far we've come. In November of 2023, the Oceanic AF study for asundexian was halted on short notice due to inferior efficacy. Sometimes the harsh truth of being an innovation-driven company is that you pursue a potentia asundexianlly life-changing treatment, and it doesn't materialize. Omur scientists know this, but it doesn't deter them because that harsh truth has a beautiful flip side.

In less than two years, our team has advanced or completed more than 25 clinical trials. Since November of 2023, we have announced nine positive phase III readouts. Those milestones are made possible by the passion, the expertise, and dedication of tens of thousands of Bayer people. They are making a difference for millions of men suffering from prostate cancer, women coping with menopause symptoms, and many more. In 2025, we are launching two new molecules and two new indications. Just three weeks ago, less than 10 km from our headquarters here in Leverkusen, the first patient was treated with Beyonttra, a cardiology medicine we have in-licensed to treat a fatal heart condition. Elinzanetant, our non-hormonal treatment for menopause symptoms, will launch in key markets, including the United States, in the second half of this year.

We expect new indications behind Kerendia and Nubeqa to help propel these two medicines to cumulatively more than EUR 2.5 billion in sales this year. This is all very encouraging, but we also have considerable headwinds to overcome. In 2025 alone, we expect between EUR 1 billion and EUR 1.5 billion of impact due to Xarelto patent expiries. Our momentum is trending in the right direction, and I hope you see a new picture emerging: a rejuvenated pipeline, an improving growth trajectory for our business, and meaningful progress for patients around the world. Now on to our next focus area. We have committed to significantly containing litigation by the end of 2026, and we press on toward that goal. In PCB litigation, we await an important decision on the Sky Valley Education Center cases by the Washington Supreme Court.

Regarding glyphosate litigation, we maintain a winning record in trial, but we also recognize that adverse verdicts are part of the system, and the approach can't be limited to the courtroom. We continue to defend ourselves vigorously in court, and we're appealing all adverse verdicts. We expect continued success in minimizing damages on appeal, having reduced prior damages by up to 90%. Given the dimension of this issue, we're pursuing a multi-pronged strategy. First, in the courtroom, we believe the critical issue of whether or not U.S. Federal Law preempts failure to warn claims in individual states should have its day in front of the United States highest court. Three weeks ago, we filed a petition with the U.S. Supreme Court to review this question, and we hope to soon learn if the court will accept the case.

Outside the courtroom, U.S. farmers deserve regulatory clarity, particularly when it comes to pesticide labeling. We're making this case to lawmakers, and we appreciate the bipartisan support we see. We welcome developments like the recent passage of important legislation in two states. Two days ago in North Dakota, a bill was signed into law that reaffirms the authority of regulators. A similar bill was passed in Georgia, which awaits the signature of the governor. We hope other states will follow their lead. Beyond these paths, we're considering all available options to bring resolution to this critical issue. This includes settlements that meet specific criteria and other measures to protect the company. The status quo is not an option, and the stakes are really high for us and for U.S. farmers. In fact, we're nearing a point where the litigation industry could force us to even stop selling this vital product.

That is not something that we want to do, but we need to be prepared for all outcomes. In March, I said to expect significant steps toward containment this year. The Supreme Court filing represents one, but there is certainly much more happening in this space. Our next priority topic, cash and deleveraging, is closely connected to our efforts to contain the litigation threat. In it, I would like to address one important resolution we are asking you to vote on. It relates to our authorized capital. Specifically, we are seeking your approval for a potential increase of capital by up to 35%. Let me first explain some background for this measure. First, why are we asking for it? We currently have no specific plans to make use of the authorized capital, but the capital authorization would give us important flexibility in containing litigation while maintaining a credit rating at an appropriate level.

We feel strongly that this is in shareholder interests, and under German law, it's necessary to seek shareholder approval to issue capital. Second, how would we use it? If we were to act on it, we would only do so in connection with measures to substantially contain litigation in the U.S., and only after first considering other financing options. To be clear, the capital would not be used to fund external growth opportunities such as M&A. The 35% we are seeking approval for is the maximum we would pursue, with subscription rights available to all shareholders. We put this resolution forward carefully based on shareholder feedback. We commit to stewarding capital in the company's best financial interests and being transparent with you in our decisions on capital. Our next topic has to do with Crop Science profitability.

The crop protection market has seen a sharp decline, with more and more generics flooding the market from Asia. This, coupled with increasing production costs in Europe, has strained margins in our crop protection business to the extent that several of our products are both dilutive to our margins and no longer competitive with generics in the market. Our Crop Science team has a far-reaching five-year plan, which includes focusing our portfolio and getting the most out of our pipeline. They will share more when we communicate our Q1 results on May 13. For now, I would like to reiterate our midterm ambition for the Crop Science business. We're targeting above-market growth, including more than EUR 3.5 billion of incremental sales from innovation and an EBITDA margin improvement before special items to the mid-20s by 2029. Our final focus area is fighting bureaucracy.

Less than two years ago, Bayer's organization was designed like most large multinational companies, with up to 12 layers of hierarchy and resources tied up in dedicated cost centers and annual budgets. Today, the picture looks quite different. Our organization is considerably smaller. We have some 10,000 positions less overall. We've reduced the number of management positions by approximately 50%. Today, 90% of the organization is spread across six or seven layers, with some major units as flat as only three. The number of people assigned to a single manager has more than doubled on average. Some leaders have more than 80 direct reports. I don't think I need to tell you that these changes add up to a radical recalibration of our company's approach. Is everything perfect? No. Nothing is as simple as snapping your fingers, reorganizing, and claiming victory.

Our teams are figuring it out, and many are seeing great results. Nubeqa and Kerendia, two of our major launches with new indications hitting the market this year, each grew more than 70% last year. They did that because the decisions on how to invest and what to prioritize have moved to the teams doing the work. Our Crop Science small molecules development team is moving from a static organization with four to five employees per manager to a dynamic unit of self-organizing teams with resources flowing to the highest impact innovation projects. Our Consumer Health sales team in China is another great example. Traditionally, the sales team's responsibilities are grouped into hyper-specific customer segments with clear top-down targets on whom to spend time with and how to spend budgets. Our team flipped that approach on its head.

They gave the sales teams accountability for a larger area, on average three to five times as large, with no fixed budgets and full transparency on sales, cost, and what's working for their peers. Essentially, they made the sales reps the general managers of their work. Instead of top-down controls, the people closest to our customers got to decide how to invest their time and resources. The result? Our people were significantly more productive. We broke some of our own single-day sales records, and in a declining market, our business grew. More transparency, less micromanagement, more ownership, and better results. As a group in 2025, we're planning on expanding that power to more Bayer people and generating EUR 800 million of savings toward our 2026 goal of EUR 2 billion in organizational savings.

At this point, I'd like to say a thank you to my colleagues at Team Bayer, both around the world and the employee representatives who oversee my work on our Supervisory Board. We kicked off this work less than two years ago. Along the way, we've had challenging open conversations and enacted decisions that were painful at the time. We're on a journey to give every person at Bayer more co-determination over the mission of the company. Our continued partnership will be crucial as we navigate the market shifts that I mentioned in agriculture and the other challenges in 2025. Dear shareholders, customers, and stakeholders of Bayer, I hope this gives you a sense of what's next at Bayer. We're in the midst of a challenging 2025. We've made no secret of that. Our businesses, they know what they need to do to compete.

We see an improved trajectory for our company in 2026, with healthy growth contributions from innovation in 2027 and onwards. Crop science has numerous blockbusters on deck. We're building momentum in Pharmaceuticals, and we plan to return to growth as of 2027. Consumer health has a plan to grow with a focus on volumes toward or even beyond a billion consumers. Those are the big and exciting prospects we're working towards in each of our businesses. We're dialed in on five clear priorities that we know will create long-term value: fueling growth with new and existing pharmaceutical launches, taking steps toward containing litigation, generating cash, making decisions to improve midterm profitability at Crop Science, and creating a lean, highly productive organization that is totally focused on the mission.

Between everyday health medicines like allergy drugs, lifesaving cancer treatments, or high-quality seed, crop protection and digital tools that help farmers secure a healthy harvest, billions of people depend on the work that the 90,000 people of Bayer do every day. I say that because these are turbulent times. The old world order is shifting, and it's not quite clear what the new one will look like. Moments like this can be unsettling. They can also be opportunities for clear values and leadership. In the first four months of 2025, I've met with farmers, investors, colleagues, and others in Germany, the United States, China, and elsewhere. I've heard from people who have a family member suffering from Parkinson's, from farmers whose harvests feed neighboring villages, and farmers whose harvests are exported around the world.

I met with more than 100 Bayer people who are getting our new maize seed production site up and running in Zambia. 90% of them moved their families more than two hours away from the nearest city to help a region that is still recovering from drought turn into the maize-growing hub for nearly 7 million farmers in sub-Saharan Africa. Each one of these encounters instilled something about the nature of our work. It is fundamental. At kitchen tables, in medicine cabinets, and hospital beds, as a new world order emerges and new agreements are made, we ask political leaders to recognize the importance of basic needs like health and nutrition, to incentivize and support innovation, and to keep barriers to a minimum. We are carefully monitoring ongoing developments, and we are making preparations on behalf of the patients, farmers, and consumers that we serve.

To close, I'd like to thank you for your attention and your interest in what's going on in our company. There is no lukewarm at Bayer right now, no shortage of great opportunities and serious challenges. Our team has the right focus and the right plan. Team Bayer is all in, and we're totally up to the task. Now back to Norbert.

Norbert Winkeljohann
Chairman of the Supervisory Board, Bayer

[Foreign language] Ladies and gentlemen, our CEO, Bill Anderson, has just given a detailed overview of the fiscal year 2024 and the company's prospects. Thank you, Bill, for the comprehensive and convincing information. My dear stockholders, ladies and gentlemen, I would now like to deliver the report of the Supervisory Board, which forms part of Agenda Item 1 of today's Annual Stockholders' Meeting.

You can also find the report of the Supervisory Board on pages 13- 22 of the Annual Report. Over the course of fiscal year 2024, the Supervisory Board focused extensively on Bayer's strategic alignment and the challenges our company faces. The specific topics addressed included the ongoing U.S. litigations, the high leverage ratio, and the further development of the Pharmaceutical pipeline, as well as delayering and the elimination of bureaucracy within the company through dynamic shared ownership, our new operating model. We also focused extensively on the profitability of the Crop Science business. I will address each of these points in more detail. Furthermore, last year, the Supervisory Board also took an important decision with regard to the composition of the Board of Management, with Julio Triana appointed as a member of the Board of Management effective the 1st of April 2024.

He then became head of Consumer Health Division on May 1st, 2024. There were also changes on the Supervisory Board. Three long-standing stockholder representatives were due to step down from the Supervisory Board at the end of 2024 Annual Stockholders' Meeting, meaning that successors needed to be elected at that meeting. The three new Supervisory Board members, Lori Schechter, Dr. Nancy Simonian, and Jeffrey Ubben, introduced themselves to you at last year's Annual Stockholders' Meeting. In addition, there were two changes among the employee representatives on the Supervisory Board, with Marianne Maehl succeeding the departing member Heinz- Georg Webers and Nadine Dietz replacing Barbara Gansewindt. I introduced these two new Supervisory Board members to you at the beginning of today's Annual Stockholders' Meeting. Ladies and gentlemen, the Supervisory Board convened for seven meetings last year.

Our key annual meetings were held in person, including the February meeting on financial statements, the September strategy meetings spanning several days, and the annual planning meeting in December. However, since a substantial number of members live outside Germany, some meetings of the Supervisory Board and its committees were held in hybrid or virtual form in the interest of sustainability and cost-effectiveness. In between the meetings of the Supervisory Board, I was in regular and close contact with our CEO, Bill Anderson, as well as with the other members of the Board of Management and other senior leaders, of course. I'd now like to highlight some of the key topics the Supervisory Board focused on this past year. Engaging with stockholders and other stakeholders is a top priority for Bayer and the Supervisory Board.

Following the 2024 Annual Stockholders' Meeting, we focused on a range of topics during engagement with stockholders and stakeholders. A focal topic that arose during all these talks was the Supervisory Board's role in overseeing the Board of Management and the development of our strategy. That aspect mainly related to the challenges in our core business, which I mentioned at the outset of my remarks. During these conversations, we outlined our objectives, set out our approach to tackling these challenges, and demonstrated the progress we have already made. These discussions centered around our operational progress and financial target attainment, particularly at Pharmaceuticals and Crop Science, as well as on Bayer's efforts to resolve or contain the litigations in the United States. During our most recent corporate governance roadshow, we engaged with stockholders representing 33% of Bayer shares, which is approximately 55% of shares held by institutional investors.

As Supervisory Board Chairman, I participated in many of these engagements, and I'm very grateful for the constructive dialogue and comprehensive feedback shared by our stockholders. These conversations give the Supervisory Board a wider and deeper perspective on the issues discussed. In addition, two of the topics on the agenda for today's Annual Stockholders' Meeting also played an important role in our dialogue with stockholders. While most expressed support for these two agenda items, we also heard from stockholders with divergent opinions. The first of these topics is the proposal to create authorized capital. However, this authorized capital would only be used in very specific cases, either in connection with the potential future settlements with plaintiffs in the United States or with other measures to substantially contain the litigations in the U.S.A. It would not be used to finance external growth, such as M&A transactions.

Bill Anderson talked about that in his speech. The second of these topics is the authorization to hold virtual Annual Stockholders' Meetings in 2026 and 2027. Since the current authorization is set to expire, a new resolution is required. During our talks with investors, we heard a diverse range of perspectives on how the Annual Stockholders' Meeting should be held, with some feeling very strongly about the matter. We can understand very well why some stockholders would prefer stockholders' meetings to be held as in-person events. Each year, we examine which format will be more suitable for the upcoming Annual Stockholders' Meeting. Bayer may in the future return to holding in-person stockholders' meetings. However, like many other DAX-listed companies, we felt that the arguments in favor of holding a virtual Annual Stockholders' Meeting outweighed those for the in-person option.

About 75% of Bayer shares are held by stockholders who are based or live outside Germany. As stockholders are afforded the same rights in both formats, we partly base our decision on how we can best facilitate shareholder participation in the Annual Stockholders' Meeting. The decision on the format of each year's Annual Stockholders' Meeting is taken by the Board of Management and is subject to Supervisory Board approval. That approach was applied in recent years. Our proposal on the authorization to hold virtual Annual Stockholders' Meetings entails explicitly enshrining this requirement to obtain Supervisory Board approval into the company's articles of incorporation. Advocates of in-person Annual Stockholders' Meetings have often pointed to a reduced level of interaction at virtual meetings. This is an argument that we take seriously.

In a bid to address these concerns, we have introduced a new number of elements for interaction at this year's Annual Stockholders' Meeting. If these interactions prove effective, we will examine further possibilities for interaction at future virtual stockholders' meetings. Ladies and gentlemen, the Supervisory Board very intensively scrutinized the Board of Management's business strategy and the company's performance. In my report to the Annual Stockholders' Meeting last year, I listed five priorities for the Supervisory Board's work in 2024. Firstly, improving performance in all areas. Secondly, further evolving the pipelines at Pharmaceuticals, Crop Science, and Consumer Health. Thirdly, improving the cash flow and reducing net financial debt over long- term. Fourthly, implementing dynamic shared ownership to demonstratively enhance performance. Fifthly, proactively finding solutions to Bayer's litigation issues. Allow me now to briefly describe how Bayer fared in each of these areas.

Bill Anderson already addressed some of these points in his speech, so I will intentionally keep my remarks here brief. In 2024, we marked the launch of a comprehensive multi-year transformation plan that is currently ongoing. We had to adjust our targets for 2024 over the course of the year, but we ultimately attained them. While 2025 is shaping up to be another challenging year, we are already seeing a number of very positive developments in various areas. This also applies to those areas I had listed as priorities for the Supervisory Board's work in 2024. At Pharmaceuticals, we had some highly important and successful product launches with Nubeqa and Kerendia. The pipeline for future products is also developing in the right direction. We successfully concluded nine phase III trials in 2024 and have advanced or completed more than 25 clinical trials in less than two years.

The Crop Science innovation pipeline has also shown encouraging progress, and we are confident that it will deliver EUR 3.5 billion in incremental sales growth by 2029 alone. The Crop Science pipeline is well stocked beyond 2029 too. We also see further value creation potential in our third division, Consumer Health. In 2024, our group free cash flow came in at EUR 3.1 billion, marking a significant increase against the prior year and also surpassing our own projections. We were therefore able to reduce net financial debt by EUR 1.9 billion- EUR 32.6 billion. Moving on to dynamic shared ownership, I can report that we have made substantial progress in implementing the new model. As part of these efforts, we have so far reduced some 10,000 positions worldwide and roughly halved the number of management levels in the group.

This extensive realignment will enable us to work more innovatively, rapidly, and effectively. At the same time, we were able to deliver savings of some EUR 500 million last year. By the end of next year, we plan to have hit the annual savings target of EUR 2 billion that we announced at Capital Markets Day. Last year, we also worked diligently on tackling the major litigations in the United States, not only in the courtroom, but also in discussions with legislators and in our public communications. We are continuing to pursue this strategy in 2025. The Board of Management just recently confirmed its goal of significantly containing the litigations by the end of 2026. The Supervisory Board closely supported the Board of Management in its efforts to address these complex litigations.

At several of its meetings, the Supervisory Board received detailed reports on the Board of Management's strategy for tackling the litigations and on specific progress being made in implementing this strategy, and also engaged in in-depth discussions with the Board of Management. In addition, the Supervisory Board last year established a Legal Risk Committee chaired by Lori Schechter, a U.S. legal expert with extensive experience in complex litigations in the United States. This committee examined these issues very closely at a number of meetings and also consulted with external experts. Ladies and gentlemen, I'd now like to say a few words about the agenda for today's Annual Stockholders' Meeting from the viewpoint of the Supervisory Board. The new compensation system for the Board of Management was applied for the first time last year.

Developed by the Supervisory Board and the Human Resources and Compensation Committee, it was approved with a large majority of 93% at last year's Annual Stockholders' Meeting. This new compensation system is also detailed in the 2024 Compensation Report presented to this year's Annual Stockholders' Meeting, in which we explain how we responded to critical feedback on the 2023 Compensation Report and the previous compensation system. We are confident that the new compensation system addresses the major points of criticism raised. The updated compensation system was designed to ensure that variable compensation remains aligned with the general performance of the company and its businesses, while also reflecting the investor experience, since some of the targets set for short-term variable compensation at the beginning of the year were not met. The payouts for the Board of Management members for fiscal 2024 were below target compensation.

The average direct compensation awarded to Board of Management members for 2024 was approximately 50% of the target, demonstrating strong alignment between performance and pay outcomes in what was a challenging environment for the company and its workforce. Let me give you a few details here. At the beginning of the year, the Supervisory Board defined targets for the three equally weighted components of the short-term variable compensation, STI, comprising core earnings per share, free cash flow, and adjusted sales growth. Target attainment for the financial STI components amounted to 71.9% overall. For the long-term variable compensation, LTI, the payout for the tranche granted in 2021 was substantially below target, at 22.3% at the end of the four-year performance period.

This reflects Bayer's disappointing share price performance in the years 2021 through 2024, both in absolute terms and relative to the Euro Stoxx 50 total return, as well as the fact that the company did not earn its cost of capital, ROCE, in 2024. Since the updated compensation system was approved at the 2024 Annual Stockholders' Meeting, the Supervisory Board plans to undertake its next regular review of the compensation system in 2027. The compensation system, with or without modifications, can then be presented for approval at the 2028 Annual Stockholders' Meeting. However, the Supervisory Board will conduct a mid-cycle review this year. Should this review indicate that changes need to be made, the compensation system could be amended within a short space of time and presented for approval at the 2026 Annual Stockholders' Meeting.

However, if the Supervisory Board review confirms that the compensation is working appropriately, a conclusion that will also take into account feedback from you, our valued stockholders, then the legally stipulated four-year cycle for obtaining shareholder approval for the compensation system at the Annual Stockholders' Meeting will remain in place. I'd now like to move on to the Supervisory Board compensation system, which we have presented for approval at this year's Annual Stockholders' Meeting. The compensation system for the Supervisory Board was most recently updated in 2021, with shareholder approval granted at that year's Annual Stockholders' Meeting. In line with the legal requirements, it is therefore an agenda item for this year's Annual Stockholders' Meeting. As you may have seen from reading the notice of this year's event, the Board of Management and the Supervisory Board are proposing to you that the existing compensation system be re-approved.

The level and structure of the Supervisory Board compensation will thus remain unchanged. However, this does not preclude system changes being made in the future and perhaps even before the end of the four-year cycle, especially where modifications in question would result in a more simplified system. Ladies and gentlemen, now let's turn to the audit of the financial statements for fiscal 2024. The Audit Committee and the Supervisory Board extensively discussed and examined the annual financial statements of Bayer AG, the consolidated financial statements of the Bayer Group, the combined management report, and the audit reports prepared by the external auditor for fiscal 2024. There were no objections, and we therefore concurred with the result of the external audit. We agree with the Combined Management Report and, in particular, with the assessment of the future development of the enterprise. The same applies to the proposed dividend.

The Supervisory Board has assented to the proposal by the Board of Management for the use of the distributable profit, which provides for a payment of a dividend of EUR 0.11 per share. As announced last year, the Board of Management and the Supervisory Board agreed to adopt a dividend policy that involves paying out only the legally required minimum for a period of three fiscal years from 2023 to 2025. This is now the second year in which we are proposing to the Annual Stockholders' Meeting that Bayer pay out only the legally required minimum dividend. The Supervisory Board is aware that the substantial reduction of the dividend represents a significant burden for our stockholders. However, given the fact that Bayer needs to reduce its debt, an area in which we have made encouraging progress already last year, we believe that this remains the right decision.

[Foreign language] D ear stakeholders, ladies and gentlemen, 2024 was a challenging year marked by volatile business dynamics for our company, Bayer AG. At the same time, however, it was also the first year of our comprehensive multi-year turnaround that has built on a clear plan for the future and is already paying off in some areas. Bill Anderson talked about that in detail. On behalf of the Supervisory Board, and I am sure on your behalf as well, I would like to thank the members of the Board of Management and the entire workforce for their hard work, particularly in view of these very challenging times for Bayer. Ladies and gentlemen, I'd like to conclude by sharing the following remarks after the report of the Supervisory Board.

Last year, I informed you about the priorities the Supervisory Board had set for its work in 2024 as it looks to support the company's multi-year transformation. We also consider Alberto Weisser, who is standing for election into the Supervisory Board, with he brings much experience, for example, at Bunge in risk management and in agricultural areas. In listed companies and his experience in the U.S.A. and in Europe, he also has comprehensive experience in corporate governance and is a valued team of the presiding and nomination committees of the Supervisory Board. We therefore suggest that he be re-elected, Alberto Weisser, for four years once again. Alberto Weisser will now once again introduce himself to you in a video. The video was recorded in advance.

Alberto Weisser
Member of the Supervisory Board, Bayer

Good morning. My name is Alberto Weisser. I am German-Brazilian and have worked for the last 20 years in America.

Today, I would like to apply for re-election to the Supervisory Board. With my active roles in committees of Linde and PepsiCo, I offer comprehensive international experience. In my career so far, I have held various positions, mostly in finance positions. At Bunge Global SA, one of the largest agricultural companies in the world, I worked for 14 years as the CEO. Since April 2021, I have been a member of the Bayer Supervisory Board and was able to garner insights that enable me to apply my knowledge to accompany the company on its path to sustainable, profitable growth. My work in the Supervisory Board has been characterized by work on various committees. In the past, I was part of the audit committee.

As a representative of the stockholders, I'm also a member of the presiding committee and the nomination committee, which enables and ensures optimal composition of the Supervisory Board. I would therefore ask you for your trust so that I can continue bringing in my expertise and hard work in the service of the Supervisory Board. Thank you very much.

Norbert Winkeljohann
Chairman of the Supervisory Board, Bayer

Ladies and gentlemen, given the changes to the Supervisory Board, I had already mentioned at the beginning of the meeting that there are two new members of the Supervisory Board, Marianne Maehl and Nadine Dietz. I have already introduced these members to you. I would like to expressly thank those members of the Supervisory Board who have left us, Barbara Gansewindt and her colleague. Both of these are going into retirement and thus leaving the Supervisory Board.

I would like to wish you both the best and the best of health for your future. Ladies and gentlemen, to sum up, I had already explained which focuses the Supervisory Board had set itself last year in order to support the company's multi-year transformation. We have made encouraging progress on these priority issues. As expected, however, these challenges have not yet been overcome. Over the next 12 months, we will therefore continue to focus on the following issues and closely oversee and support the Board of Management in its related efforts. Firstly, improving performance in all areas. Secondly, further evolving the pipelines at Pharmaceuticals, Crop Science, and Consumer Health. Thirdly, improving the cash flow and reducing net financial debt over the long- term. Fourthly, implementing dynamic shared ownership to demonstrably enhance performance. Fifth, proactively finding conclusive solutions to Bayer's litigation issues.

E steemed stockholders, I firmly believe that by focusing on these five priorities, the Supervisory Board, together with the Board of Management, will continue to significantly advance Bayer's transformation over the next 12 months. The Supervisory Board and I will personally and closely monitor and oversee developments. We look forward to our continued dialogue with you. Thank you very much.

L adies and gentlemen, before moving on to the general debate on the items on the agenda of today's ASM, I would like to inform you of the attendance that has just been computed, after which I'll give you some housekeeping remarks. I have the attendance register in front of me of the registered capital stock of the company in the amount of EUR 2,515,005,649.92, divided into 982,424,082 shares, 501,745,987 shares, with just as many votes represented.

This corresponds to 51.07% of the registered capital stock. On top of that, the company has received postal votes for 8,672,081 shares. Altogether, therefore, we have votes for 510,418,068 shares, corresponding to 51.95% of the registered capital stock. In determining this attendance, 506 shareholders and representatives of shareholders were dialed in electronically to today's ASM. On top of that, a further 2,373 individuals followed the virtual ASM via the public live feed. Now, moving on to the housekeeping remarks I mentioned before, breaking down submissions by agenda item isn't expedient. Therefore, the debate on all items on the agenda should be presented in one fell swoop. Therefore, I would like to ask the speakers to make their submissions on several items on the agenda altogether and not to separate them. Please note that such submissions will be allowed that make reference to the items on the agenda of the ASM.

As you know, an ordinary shareholders' meeting, according to the German corporate governance code, should be concluded within four to six hours. This was not possible at the last ASMs. Nevertheless, today, I will do my best to make sure that everything runs swiftly and smoothly and therefore ask for your support in the interests of us all. I already have numerous requests for the floor. Those who have not requested the floor yet are kindly requested to do this in good time. On top of that, I would like to urgently ask you to be brief when making your submissions and to limit your statements to 10 minutes. Ladies and gentlemen, 10 minutes. In view of the requests to take the floor already received, I reserve the right to limit the time for speaking and asking questions officially. The Board of Management will then answer your questions.

Questions relating to the Supervisory Board will then be answered with approval and coordination from the Board of Management. After the questions have been answered, I will move on to the items on the agenda and the resolutions to be passed. I would also like to point out that your voting right can be exercised via the shareholder portal of the company and that you can modify any votes that you have already cast until the end of the voting procedure. I will announce when I am going to end the voting procedure, but in your best interest, I'd like to remind you once again not to wait until the last minute to cast your vote or to issue your instruction. That sums up the technical remarks that I have for you, ladies and gentlemen. Now, I would like to ask the first speakers to take the floor.

The first speaker is Dr. Sven Hafkesbrink, after which Marc Tüngler, and after which Hendrik Schmidt should please remain on standby. Please mention your name and, if applicable, whom you are speaking for and what organization you represent. During the course of the proceedings, I also intend to announce the following speakers so that they can be informed in due time when they will be patched through to the ASM. Just before they are patched through to the ASM, I will call each individual speaker by name. Ladies and gentlemen, I would now like to hand the floor to Dr. Sven Hafkesbrink of SdK Schutzgemeinschaft der Kapitalanleger, which is the Protective Association of Capital Investors. Please go ahead, sir.

Sven Hafkesbrink
SdK Spokesperson, SdK

Professor Winkeljohann, thank you very much for giving me the floor. Ladies and gentlemen on the Supervisory Board, ladies and gentlemen on the Board of Management, esteemed shareholders.

As I mentioned before, I'm Sven Hafkesbrink. I represent the SdK, and I represent the people who have given us our proxy, as well as my own shares. In recent times, this year and also in the first quarter of this year, we have seen a rollercoaster of events. This is not only due to the political conversation. Accordingly, I would like to ask you some questions. I would like to begin with the DSO program. How is this DSO program being received by your staff? Is there any pushback, and if so, what does it look like? Could you give us some information from the Board of Management on this? I also see that the job cuts are already represented in the balance sheet. However, the personnel costs have risen. What is the reason for that? Are these provisions, bonus payments?

Could you give us some insight into that, please? Coming back to the workforce, are there any indications that talent of their own volition are now leaving the company because they are not very happy with the DSO program? Coming to another issue, are there any deliberations or ideas on the Board of Management or Supervisory Board on further restructuring the group, especially when we take a look at the three segments or business units? Is there any idea of perhaps separating them or breaking them down even further? Now, I would like to revisit the issue of litigation, especially in the United States of America. How does the Board of Management view this? Do you see a light at the end of the tunnel? Is there a silver lining somewhere over the horizon, or should we brace ourselves for having to deal with this for the years ahead?

Does the Board of Management and the Suervisory Board believe that there are risks that would actually jeopardize the subsistence of the company as a result of the litigation? On top of that, I would like to mention that SdK prefers in-person ASMs or at least hybrid formats that allow interaction between the shareholders and the committees and bodies of the company. Are there any plans right now that are in place to at least adjust the format or adapt the format instead of continuing going down this one-way street, which is presented to us via the virtual format? I would like to thank you upfront for answering my questions, and I look forward to hearing what you have to say about my statement. Thank you so much.

Norbert Winkeljohann
Chairman of the Supervisory Board, Bayer

Thank you, Dr. Hafkesbrink, for your very compact submission. We will concern ourselves with the answers now.

I would like to ask Hendrik Schmidt from DWS Investment, and then I'd ask Marc Tüngler and Janne Werning to be on the ready. Mr. Schmidt, the floor is now yours.

Hendrik Schmidt
Head of Stewardship, Corporate Governance, and Stewardship Expert, DWS Investment

Thank you very much. Mr. Anderson, Professor Winkeljohann, ladies and gentlemen on the Board of Management and the Supervisory Board, both in- person and dialed in remotely, and dear co-shareholders. I'm Hendrik Schmidt. I represent DWS Investment GmbH companies in German that holds shares in their portfolio of Bayer. Now, even for Bayer circumstances, 2024 was not a very easy year. We saw that sales declined, in particular due to negative currency exchange impacts. Do you see some structural effects because the agricultural sector is really on a low? Do you believe that everything will bottom out in 2026? Especially in Crop Science, we saw sales were down 2%.

In Pharmaceuticals Sales depended on Xarelto, and we see that sales for this product were down 14%, although the general market was up 8%. In A griculture, we saw a decline of more than 14%, in Pharmaceuticals of 9%, and in Consumer Health 3%. On top of that, we have impairments, especially in agriculture, to the tune of more than EUR 4 billion, and this all leads to earnings per share that is down more than 20%. As shareholders, we ask ourselves, and especially you, whether everything has bottomed out or whether things will get even worse. The share price in 2024 dropped by more than 40% compared to the 20% increase of the DAX. This translates into a nearly 60% underperformance. The market is therefore not satisfied with Bayer for several reasons.

In the last weeks, the drastic measures of the U.S. government have resulted in shockwaves going through the stock markets, and this has affected Bayer as well. The first question I have is, what are the impacts on the tariffs that have been adopted for Bayer? What does the development of the U.S. dollar relative to the euro mean for Bayer, especially with respect to your daily business, and have you adjusted your hedging strategy to this? Boehringer Ingelheim is a company that has overtaken Bayer, and they have more than EUR 26.8 billion in sales. They have leapfrogged you. Has Bayer given up trying to be a leader, or will the Board of Management try to stay in touch? Now, the Pharma pipeline. You with you, and in 2025 and 2026, you have some promising plans.

Nevertheless, it becomes clear how strongly the success of this company depends on this segment. In your Annual Report, artificial intelligence is mentioned six times. However, you only make general reference to the use of AI both in Crop Science as well as in Pharmaceuticals being important. Please, can you give us at least two specific applications of AI in these divisions in development and beyond? The Dynamic Share Ownership, the DSO model, is supposed to reduce bureaucracy and to flatten hierarchies. The first effects are supposed to come to pass in 2026 and be visible in the results. However, more than 7,000 jobs have already been cut. Here again, I would like to endorse what my predecessor speaker just said. Could you give us an update on implementation and, in particular, shed some light on those areas that were surprising in terms of sales, both positively and negatively?

With respect to indebtedness, compared to the preceding year, net debt was reduced by 4.6% to about EUR 32 billion. Back then, the company gave itself some headroom. However, the liabilities to banks went from EUR 784 million to EUR 1.2 billion. We are asking ourselves and you what the reasons for the increase are and what the ramifications for the cost of capital are. In your Annual Report, you said that at least EUR 4.2 billion in bonds mature. Against this backdrop, what are your expectations over the short, medium, and long- term with respect to your financing costs? The dominating topic that hangs like the sword of Damocles over the company, however, remains the Monsanto litigation in connection with the sales of glyphosate. In the past fiscal year, once again, we have seen increases in lawsuits that have been filed.

According to page 93 of your Annual Report, of 181 lawsuits, 114 lawsuits have been settled. Over 67,000 lawsuits are still pending. At the end of March, once again, Bayer was ordered to pay more than $2 billion in punitive damages in Georgia. In Georgia, based on our understanding, however, the biggest progress has been made with respect to a potential change in legislation. To what extent has the judgment in Georgia changed this situation, and for what cases does this change in legislation apply? Only old cases or also new litigation? This year, Bayer again is trying to call on the Supreme Court to have a model lawsuit. This was unsuccessful last year. My question to you is, why should the Supreme Court now all of a sudden decide to hear you? You state that your political lobbying activities at the state and federal level have been stepped up.

What we're interested in is in what context in the past fiscal year you made payments to individuals and political associations in the United States, and what further costs have been incurred in this connection with respect to travel of the Board of Management and the Supervisory Board to Washington or other locations in the United States of America. In particular, in legislative terms, you are putting your chips on the farm bill that is about to be modified. This is considered to be the most important instrument in agricultural policy. However, the U.S. Health Association will take influence or will be influenced by Robert Kennedy F. Jr. Now, Monsanto and Bayer have been sentenced to pay $92 million in punitive damages. Do you believe that this will play a role in further litigation?

Johnson & Johnson has tried to disband such legal risks by completely winding down companies, but this has not come to fruition. EUR 5.7 billion have been set aside for legal risks in connection with glyphosate. It seems dubious, however, that this buffer will be sufficient, as evidenced by the capital increase that has been proposed by you today. Now, this will only come to pass if in the next two years Bayer indeed has the possibility of removing itself from current and future obligations. We hope that this actually will close the chapter on Monsanto. Now, moving on to corporate governance. In the past fiscal year, the Supervisory Board changed its structure and disbanded the Innovation Committee because it said that the topics were relevant to the entire Supervisory Board.

Then the legal committee was reinstated together with the renewed rise in lawsuits and Bayer's attempts to seize on the Supreme Court. We could say, well, this is déjà vu. The annual stockholders meeting last year elected three candidates that were proposed for election. What we'd like to know now is how the work of the Supervisory Board has further developed since then. In particular, with respect to Lori Schechter, the expertise and experience on the Supervisory Board in terms of litigation are supposed to be strengthened. How has Mr. Schechter been able to take an influence in lawsuits that are currently pending in the United States? Mr. Weisser is also a nominated candidate. Mr. Weisser has already been on the Supervisory Board for years. He has been on the boards of Linde and PepsiCo, and he also has a leading position in Singapore.

Can you tell me the extent and nature of the office of Mr. Weisser in Temasek and how and whether Bayer AG has a stake in Temasek? Mr. Weisser has already attended one meeting of the Supervisory Board and one meeting of the Audit Committee. Together with the offices he also holds at the same time, this could be an indication of overboarding. We will endorse his reelection today, but we expect that his priorities in the future will be reflected in improved attendance to two of the meetings. In March and May, the tenure of one member of the Supervisory Board will expire. How is the Supervisory Board planning for succession? Ladies and gentlemen, compensation is a topic that concerns us as shareholders at Bayer this year as well. In the past year, we generally approved the system, and we will also approve the report this year.

However, we continue to find that the short-term compensation component only reflects indirect non-financial targets. We expect that in the future, the Supervisory Board will consider this in this form. In the presentation with respect to the Compensation Report, you said that the Supervisory Board during the two-year term of this system will review the Compensation Report again and take into account the comments made by shareholders. We would like to know when you're going to approach us in this regard. Ladies and gentlemen, in the past year, we always thought long and hard about ratifying the actions of the Supervisory Board and the Board of Management. Today, we will ratify the acts of the Supervisory Board and the Board of Management. We see that both of the boards are not shy from taking difficult decisions and rising to difficult challenges.

However, the Board of Management and the Supervisory Board are expected to keep their level of motivation and dedication up and that over the course of this year, they take effective measures and decisions. In concluding, I would like to thank all of the members of the Board of Management and Supervisory Board, in particular all of the employees of Bayer AG for their dedication and hard work in the past fiscal year. I ask you, the Board of Management and Supervisory Board, to convey this gratitude. I would like to wish you, ladies and gentlemen on the Board of Management and Supervisory Board, the best of success with the decisions that remain to be taken this fiscal year. In particular, Mr. Anderson, I hope that you create added value that is considerable for us as shareholders so that you can boost the share price once again.

I would like to thank you for your attention and in advance for answering our questions. Thank you very much.

Norbert Winkeljohann
Chairman of the Supervisory Board, Bayer

Thank you very much, Mr. Smith, for your statement and also your commitment, for your good wishes. Of course, we will pass on your words of gratitude to the entire workforce. Next is Marc Tüngler from DSW, Schutzvereinigung für Wertpapierbesitz. After that, Janne Werning and Ingo Speich will follow. I kindly ask these gentlemen to get ready. Mr. Tüngler, the floor is yours.

Marc Tüngler
General Manager, DWS Investment

Thank you very much, Professor Winkeljohann, for giving me the floor. I was just disconnected, Mr. Winkeljohann, where you concluded, but I was able to dial in again. Thanks to the colleagues from Computershare for making this possible. My name is Marc Tüngler, the General Manager of the DSW Shareholders Association.

As of year, I'm addressing you here at the ASM of Bayer. Now, we, the Bayer shareholders, are somewhere between hell and hope, so to speak, if I may. Hell, if you look at the share price or if you listen to the news, because not all of them are really positive. On the other hand, we've got hope. For example, we're placing hope in your request for approving the authorized capital. I hope because we hope that there might be an end to the litigation in the U.S., which is growing so massively that it's hard for us to understand this complex anymore. Today, however, we rather have strong hopes, hopes for that silver lining on the horizon, which you want to make possible if we approve your approval of authorizing additional capital up to 35%.

Now, we at DSW, we will approve that additional authorized capital. Because if that's the way forward to finally contain or even fully eliminate that risk, this is the right path. That is why we are going to approve this in full conviction and also hoping that you will get these matters resolved. Because we, the shareholders, now so far, we've already paid four times for Monsanto. Monsanto first, the damage price, the purchasing price, then the punitive damages, then we're forgoing any dividends, and now the additional authorized capital. Actually, it sounds almost absurd for us to approve this, but we are so desperate that we feel that we want to and have to approve this request because we feel this is the only proper way forward. You also committed yourselves to using this authorized capital only to a potential solution to that matter.

I've got a couple of questions on this. How far have you advanced in containing or resolving the litigation in the U.S.? Give us a kind of a watermark. You say that by the end of 2026, you want to be able to significantly contain the risks from litigation in the U.S., and you keep using the term significantly. Please define significantly. What does this mean specifically for you? Do you have a kind of contingency plan? What is that contingency plan? Of course, we hope that with the authorized capital, you can achieve that kind of solution. What if that is not possible? What would this mean in terms of a contingency plan? It is always good to have a second option, and I guess you do have that kind of contingency plan. Please let us know about this.

Under which conditions would you use this authorized capital? You told us that one prerequisite would be that there's a probable solution available to significantly contain the litigation risk. What is the prerequisite? Is there first a settlement and then a capital increase? How high must the probability of a successful settlement be? I mean, the claimants might thus be tempted to persist because they see that there's a lot of money available at Bayer, but that is probably not going to be the case. When are you going to draw on this authorized capital? Considering the current share price, would it be feasible to increase the capital in the first place? Would this not be destroying current shareholders' capital?

Now, of course, first of all, based on the hope for a settlement or solution in the U.S., probably the share price will rise in the first place. Under what conditions or at what share price level would you resort to a capital increase in the first place? You've said yourselves that the value of Bayer AG is significantly higher than what is reflected in the share price today. What is kind of the golden middle solution? That's something we'd like to understand. There's one case which you placed with the Supreme Court, Mr. Anderson. Thanks for talking about this. What's different about this case? Why is this one so special that you chose it to take it to the Supreme Court? We've gone there before. Why do you think that this is now the right one?

Now, in order to obtain an overall solution, and you said it's not just settlements, you also have got other matters to handle in the U.S. Here, of course, the farmers in the U.S., they play an essential role because they need glyphosate. Therefore, the question is, are there any alternative products available on the global market? How strong is our negotiating base and how much pressure can we exert there? Is it only the Chinese who are potential competitors? Of course, then we would be in a good position. Can our product simply be replaced by an alternative one or is it more difficult? This would also give us a bit of a better idea of how successful that attempt would be. What does the U.S. administration say in the first place? Did you get any feedback from them?

Because you're certainly talking to the Americans, you travel there quite often, you're American yourself, which we think is a good, a strong advantage. The question is, what does the U.S. administration say? The significant containment of the legal risks, does this also include the PCB lawsuits? I understood it this way, and you also mentioned it together in your address. Is this also covered or is that something you're handling separately? Maybe you can also elaborate on this. Now, on the Bayer transformation, Mr. Anderson, we're willing to give you the time that you asked for, and we said we're giving you the time and we will stick to that. Here, of course, once again, we are full of hopes. You already said today and before that you already saved several hundred million euros. Mayebe you can become a bit more specific.

How much did you save last year? How much are you going to save this year? Is it only headcount and compensation cost? I think there's a number of EUR 800 million that you announced for this year and EUR 2 billion for next year. How does this break down? Because it cannot only be comp and benefits. It's got to be something else as well. We're all worried about the patent cliff. That's something we knew that we've got Xarelto and other patents expiring. What's the situation there? It seems to me that your wording has changed there, Mr. Anderson, and your colleagues on the board. They also indicate that the patent cliff will not be that harsh, that there could be a kind of soft transition. Maybe you gave us some numbers on Xarelto.

Maybe you can also tell us when the new substances and drugs will be available, at what time to really achieve that kind of soft transition. I mean, we will still see revenues coming from Xarelto, but not to the same extent. Give us a bit of a kind of a matrix. The old ones expiring and new ones coming, because that's also a major issue in addition to litigation. Now, just two or three more things and then I'll be done. To what extent are you affected by the tariffs? Mr. Anderson, in the Handelsblatt interview, you discussed this matter very intensely, and you expressed understanding not for Trump, but for the view of the Americans who say, yes, we've got an issue there. What would it mean for Bayer if things were to change there?

Because the Americans, they're paying more for the drugs than what we are paying in Europe. Does this mean that we would have to shift even more production, research, and development to the U.S.? Give us a bit of an idea of what it would mean if these tariffs were to be implemented. Are you already getting prepared for that, or is that something you're still facing? Before closing, first of all, I'd like to thank all of you, ladies and gentlemen, for your attention. I had the bad luck to get disconnected from this virtual ASM, Mr. Winkeljohann. You had praised the benefits of a virtual ASM, but you indicated that you might once again also decide to hold an in-person meeting. Now, under what conditions and which prerequisites would be required for an in-person meeting?

Finally, I wish all the shareholders, the members of the Supervisory Board and Management Board, and all the employees, I wish all of you that bit of good luck that we all need to put an end to the glyphosate litigation. I hope the answers to my questions will put a bit more meat to the bone for all shareholders to understand how high the probability of a positive solution is. Thanks, and stay well.

Norbert Winkeljohann
Chairman of the Supervisory Board, Bayer

Thanks a lot, Mr. Tüngler. I'm sorry that you had some technical hiccups there, but we managed to resolve it in good time. Thanks for your statement. The next speaker is Janne Werning of Union Investment. After that, I kindly ask Mr. Ingo Speich and Michael Clausing to get ready already. Mr. Werning, you have the floor.

Janne Werning
Head of ESG Capital Markets & Stewardship, Union Investment

[Foreign language] My name is Janne Werning, ladies and gentlemen. I'm Head of Union Investment Stewardship. Now, we are a shareholder of Bayer representing the shareholders of the Raiffeisen Bank and represent our 5.9 million investors. Ladies and gentlemen, the share price and the market valuation have been moving downward since the Monsanto takeover. Before that takeover, Bayer had a valuation of more than EUR 100 billion, and today that's down to EUR 20 billion. That's just a fraction of the purchasing price Bayer paid for Monsanto. At least the downward slide of the last couple of years has not accelerated. The situation at Bayer is serious, but not without hope. That's due to the fact that there's also some silver lining on the horizon.

The DSO program, for example, had a good start, we feel, and the Pharmaceuticals division sees also some hope due to new product launches and extensions of existing drugs. There are also some dark clouds looming on the horizon. Debt reduction is hardly making any progress, also in spite of DSO. The Crop Science division is also having major issues. Operations are not running smoothly, and the synergies between plant production and seed development have not materialized, and litigation continues. It's a vicious circle. For settlements in the U.S., Bayer has already spent EUR 10 billion, and by the end of 2024, further provisions of EUR 5.9 billion were set up. It seems not even that is enough because today Bayer asks the shareholders for an authorization to increase the share capital by up to 35%.

This, although on 7th of March 2024, in an interview with the FT, Mr. Anderson had fully ruled out a further capital increase. Mr. Anderson, for years, it's not been possible to eliminate the litigation in the U.S. by entering into general settlements. Even Ken Feinberg was hired as a mediator a few years ago. Why should it be different this time? Why should it be possible to overcome that wave of litigation by spending even more money, although that was impossible in the past? Things have further evolved since then. That's what you said in your Handelsblatt interview last week. That's hard for us to exactly understand. What does this specifically mean? Please shed some light onto that matter.

Furthermore, we would like to know specifically what's your aim in debt reduction, what you expect in revenue and profit expectation of the individual divisions, and by when? Now, how and what should be used to measure your success? Because in contrast to many of your competitors, you do not specify any medium-term targets and milestones. Mr. Anderson, at today's ASM, which once again only takes place as a virtual one, you distance yourselves from the shareholders instead of answering your questions directly and impersonally. That's a missed opportunity. Many DAX companies are returning to in-person ASMs again. When is Bayer going to take that step as well, which has long been overdue? Because only actual in-person meetings can create trust. It would be very important and vital for Bayer to regain trust from the shareholders, trust that you have lost.

Ladies and gentlemen, as a sustainable investor, ESG criteria are highly relevant to us. Without a determined commitment to reducing the scope one, two, and three emissions, it will be impossible to stop the climate change. We are very happy to see that Bayer acts as a pioneer in climate protection and that in the climate ranking by Union Investment, Bayer once again is among the top companies. Bayer has got a really convincing sustainability strategy, which you should also present to shareholders at an ASM. Why did you opt against the Say on Climate this year, although the plan was different? Will there be a Say on C limate for the first time next year? We would welcome that very much. This brings me to the agenda, ladies and gentlemen.

We ratify the acts of the members of the Management Board and Supervisory Board, and with one exception, we approve all of the proposals. That exception is the authorization to hold further virtual ASMs in the future. We are not going to will it to give you carte blanche on that. The M anagement Board and the Supervisory Board are to personally respond to shareholders' questions, which was the last time the case in 2019 at Bayer. What's possible at other companies must also be possible again at Bayer. Thank you very much for listening.

Norbert Winkeljohann
Chairman of the Supervisory Board, Bayer

Thank you very much, Mr. Werning. Sorry for having addressed you the wrong way in my introduction. We continue with our speakers list. The next is Mr. Ingo Speich from Deka Investment. He is going to be followed by Peter Clausing and Mr. Gottfried Arnold.

Kindly ask you to get ready as well. Now the floor is yours, Mr. Speich.

Ingo Speich
Head of Sustainability and Corporate Governance, DekaInvestment

Thank you very much, Professor Winkeljohann. Ladies and gentlemen, my name is Ingo Speich. I represent Deka Investment, one of the biggest mutual funds companies in Germany and subsidiary of Deka Bank, belonging to the Sparkassen organization. The track record of your term is devastating, Mr. Anderson. The share price has dropped. There is hardly any dividend left. Uncertainty due to litigation is still very high. It seems that with the restructuring program, the workforce is focusing on themselves. You used to be an iconic company of the German industry, but that is history. Ten years ago, Bayer was one of the most valuable companies in Germany. Today, the group is at the lower end of the German index.

Since 1st of June 2023, since you took over, Mr. Anderson, the share price has been cut by more than 50%. Last year alone, it dropped by 42% compared to the DAX 40. It is even a reduction by 61%. Now, so far, you have been able to provide a solution to that crisis to us, Mr. Anderson. Bayer is in a strategic dead end. Of course, you did not purchase Monsanto, so you are not responsible for the wave of litigation. Next year, you will have a three-year term, and by then, the share price must have improved. The DSO program must have generated results beyond cost synergies. Otherwise, you and the 90,000 Bayer employees are running out of time. Please stabilize Bayer and improve the cash flow. The year 2025 will be a decisive one because we expect solutions. From the point of view of the capital market, Bayer is facing three major challenges.

The wave of litigation is the future of glyphosate and a weak pharmaceuticals pipeline. Now, so far, no success has been achieved in litigation. Recently, the rulings by the courts were rather disappointing for Bayer. Now, the litigation risk is to be reduced with the help of the shareholders. In other words, we, the investors, are supposed to pick up the bill. We do not have any option but to approve the approval of a request for authorizing additional capital. In the current situation, we would consider it irresponsible if Bayer did not have the possibility to raise additional capital. Of course, we know that the burden on the existing shareholders would be very high, considering the very low share price. We expect a good sense of proportion and better capital market communication, Mr. Anderson.

In an interview last summer, you clearly ruled out a capital increase. Now, you're telling us exactly the opposite. Here, we wonder to what extent we can rely on your statements. The communication on the additional authorization of capital was very poor. The capital market state, you hardly mentioned it. One day later, it became public with the convocation letter to the ASM. You then sent out an explanatory letter, but the horse had already bolted at that time, and the share price had dropped by up to 10% at that time. If you really want to increase the capital, then communication must be improved. Bear in mind, you've got a net debt of EUR 33 billion, including pension obligations. That contrasts with a stock market valuation in the range of EUR 30 billion.

The free cash flow is between EUR 1.2 billion-EUR 1.5 billion. Litigation risks, as some analysts say, could increase by up to EUR 20 billion. Another EUR 10 billion for glyphosate and another EUR 10 billion for PCB. With PCB, there is a very high risk that these risks will actually materialize. In addition, the PCB lawsuits at civil courts could reach the same level as at glyphosate. That shows what kind of urgency applies. A capital increase here would only be a drop in the ocean. How well are you prepared for that? Will you remove glyphosate from the U.S. market for good? What would be the impact on revenues and profit? Mr. Anderson, Mr. Winkeljohann, you both attended Mr. Trump's inauguration ceremony. What do you expect from the U.S. administration? Do you expect support from them? What kind of support?

Now, the announcement of tariffs, how will that impact you? Will it result in structural changes, for example, shifting production? Which possibilities do you see for a partial IPO of Crop Science in North America if you get litigation under control? Do you consider potential sale of the U.S. activities due to litigation risk? We are convinced that Bayer is basically a strong and viable company. However, the litigation is looming darkly on the horizon. We urgently ask you to finally close that matter as quickly as possible. We know that your options are limited. Selling Consumer Health would help us to reduce the debt, but at a very high price. With the liquid assets thus missing, that would lead to a further drop in cash flow, which might have an impact on existing credit contracts.

Last but not least, this would, of course, be a kind of incentive for potential claimants in the U.S. Therefore, a breakup of Bayer at this point would not be the right step to be taken. Ladies and gentlemen, Bayer is on the right track with its pharmaceutical plan, but it's a long uphill battle. We are more in phases I and II. Due to the high debt, there's hardly any funds available for potential M&As. Competitors seem to be stronger. Aundexian n was an extremely disappointing move. The current Pharmaceutical pipeline looks attractive, but it has to prove its worth. The major drop in revenues in the pharma pipeline, how is this to be replaced? Can Bayer even keep up with the very big ones, considering its medium-sized R&D budget in Pharmaceuticals?

Ladies and gentlemen, there's a different topic I'd like to discuss with everybody's talking about, but in a negative sense. Many American companies currently suspend or reduce their sustainability targets. European companies have also been asked by the U.S. administration to do so, namely to turn away from their sustainability targets. Climate change cannot be simply stopped. Many companies have strong responsibility, and furthermore, many business processes will have to change fundamentally. Now, what's your view on sustainability? How do you deal with the anti-sustainability movement? Do you still consider sustainability as an opportunity of your business model, or are you in full support of the U.S. government in this regard? Have you received official letters from the U.S. administration? Will you make adjustments to DEI due to the U.S. administration's request? How does this impact the compensation system?

How can you create added value for shareholders through DEI? In the last couple of years, Bayer has made sustainable progress in sustainability. We also want to be innovative in the climate strategy and be the first company to put this onto the agenda. However, that plan has not materialized yet, although it was a very honorable one, and we regret this very much. What are the reasons for this? Do you intend to have an item on the future ASM agenda with, say, on climate? We vote against the proposal under item number two for the appropriation of profit. We would like to see a payout, but still, we are against paying out any dividend because Bayer needs every cent. We're in favor of item number three, ratifications of the acts of the members of the Management Board.

With that, we combine the hope that you, Mr. Anderson, in the third year of your term, finally generate added value for the company. Bayer has got a potential. We are convinced of that, but we've got to tap that potential. If you continue not to make any progress, at the next ASM, we'll have to ask fundamental questions. We are in favor of item number seven, creation of an authorized capital. As I have described before, we have not taken that decision lightly. We ask you to here apply a sense of proportion, and especially to improve your communication. We vote against the proposal to authorize future virtual ASMs because you are asking too much from shareholders, and you prefer to stay in your ivory tower, especially when things get critical. If your focus were on the shareholders, then you would hold an in-person ASM.

What would even be better would be a hybrid ASM where shareholders can choose whether they want to be on site or not. Now, we have Deka Investment. We hope that the Management Board and Supervisory Board will be able to master the upcoming challenges. All the best to you, hoping that you take the shareholders' interest more into account. Thanks a lot.

Norbert Winkeljohann
Chairman of the Supervisory Board, Bayer

Thank you very much, Mr. Speich, also for your kind words and for your contributions and questions that we will answer later on. The next speaker will be Peter Clausing for the coordination against Bayer. I would also ask Gottfried Arnold and Ms. Nicole von Gemert to ready themselves. Mr. Clausing, the floor is yours.

Peter Clausing
Scientific Advisor, Pesticide Action Network

Esteemed stockholders, members of the Board of Management and Supervisory Board. My name is Peter Clausing from the Pesticide Action Network, and I'm speaking as an authorized person networking against Bayer.

I am a toxicologist, and I'm aware of the degradation of pesticides, and I will be talking about this. TFA is what I'll be talking about, which is a degradation product, a PFAS pesticide. Bayer has six active ingredients of this in its portfolio: diflufenican, Chloropyrit, isoxaflutole, trifloxystrobin Bayer pesticide will not receive the necessary approval in the EU in July. TFA is a type of chemical which is a danger for unborn life. According to authorities, it can lead to significant deformations. Currently, there are hearings against these products, and the suggestions are that they be classified as toxic products class B. PFAS pesticides are one of the main causes of the contamination of drinking water and the water table. According to various chemical organizations, approximately 5,500 tons of PFAS pesticides are produced per year.

According to the German Ministry for the Environment, there is the potential in Germany that due to leaked chemicals of this type, there are significant risks. PFAS, as I have said, is a similar chemical. In other words, every year, up to 521 tons of this are seeped into the environment. This has been proven by studies over the last 15 years. For example, studies on wine. Wine shows us the stresses on the environment. The contamination of surface water and groundwater shows that these pesticides should be taken out of commission. I therefore have the following questions. How high is the amount, according to estimations, with the 5,500 tons of these active principles which are produced in the EU every year? How high is the share of this? For fluopyram, sexoflutal, tembotrione, and t rifloxystrobin, the management intends to have these not reapproved.

Is that the case? Because many of these seem to have been included in the reapplication for approval for 2026. Some of these have been removed, however. In a positive case, should the company not wish to reapply for approval, is the company also willing to abandon these active ingredients in specific preparations? Of course, that which persists in Germany and the EU is also as dangerous for groundwater in other countries. If yes, which active ingredients or preparations would no longer be exported, and from when? Against this backdrop, I call upon the stockholders not to ratify the actions of the Board of Management and the Supervisory Board and to vote against the procedural resolutions with this in mind. Thank you.

Norbert Winkeljohann
Chairman of the Supervisory Board, Bayer

Thank you very much, Mr. Clausing, for your contribution and questions. We'll now continue with a list of speakers, with Mr. Gottfried Arnold.

I would ask Ms. Nicole von Germer to be ready. After her, Mr. Bernd Schmitz. Mr. Arnold, the floor is yours.

Gottfried Arnold
Pediatrician, Retired

My name is Dr. Gottfried Arnold. I am a pediatrician. I am retired. I'm speaking for the coordination against Bayer risks. Members of the Board of Management, stockholders. Today, I'll be speaking about the negative effects of what you refer to as the pesticides, because these can lead to damage to humans. From a technical perspective, we call upon you to ask about the side effects of your products. Pesticides do not only work in a totally untargeted manner. They also damage soil fertility and biodiversity.

As to what damage they cause to humans, Robert in 2013 published in the respected Pediatrics Journal that possible chronic results of pesticides, in addition to mental impairment, can also lead to CAPS disease, cancer, leukemia, brain tumors, and also bone cancer. As early as 2016, American epidemiologists and pediatric oncologists ascertained that child or infant leukemia is a preventable disease. As to how these cancers can occur in children, that is what I'd like to explain. Firstly, passive collective plates in the houses. Scientists have ascertained that pesticides are simply everywhere in the air. If you think about the treatment of fleas for pets, pesticides can actually remain for much time, which can also lead to pregnant women breathing these in and passing them on to the unborn child. In the U.S.A., 44 pesticides were examined in human beings. In most of these cases, 29 pesticides were found.

In Luxembourg, in all children examined, pesticides were found. Many having pesticides with different groups, meaning that all of these people were chronically subjected to pesticides. The first pesticide dose that can affect children in the early and sensitive development stage is referred to by doctors as the first real problem, acute lymphatic leukemia being the result. The second problem being when children in household dust and in the air also breathe in pesticides. The risk, of course, increases in rural environments, and if pesticides are also used on dogs or cats in the home. This is how you can imagine the occurrence of cancer in young infancy. Yet there must be the following suggestion to reduce the risk of cancer amongst children. Firstly, fewer pesticides used in foods. Secondly, eradication of pesticides in the home by regular moist mopping. Thirdly, a ban of pesticides in the vicinity of schools.

Fourthly, removing weeds, perhaps even by mechanical means. My question is, given this general distribution of pesticides, how can you still say that by properly using these chronic pesticide poisoning can be prevented? Secondly, when will you place the focus on your product development, on its compatibility with nature and the human body? Thirdly, in agreement with the previous speaker, I call upon you to hold Annual Stockholders' Meeting in person. For this reason, I call upon stockholders not to ratify the actions of the Board of Management and Supervisory Board, and rather to vote for the counter-motions of my network. Thank you very much.

Norbert Winkeljohann
Chairman of the Supervisory Board, Bayer

Thank you very much, Dr. Arnold, for your contribution and questions. Next, we will hear from Ms. Nicole van Gemert. I would ask Mr. Schmitz and Ms. Duesberg to be ready. Ms. van Gemert, the floor is yours.

Nicole van Gemert
Director, foodwatch

Thank you very much. Ladies and gentlemen, also to English. Put the translator off. Thank you. I'm Nicole van Gemert from Organization foodwatch. I'm speaking as an authorized representative and would like to speak on the ethical and political dilemmas regarding Bayer. I get straight to the point. At foodwatch, based in several countries, including Germany, we fight for safe and healthy food for all. We're a consumer organization, and we try to be a counterpower to various corporate organizations. It goes without saying that we are committed to pesticide-free agriculture. Our crop-by-crop approach for a toxic-free Europe proves that this is possible. I understand that the missions of foodwatch and Bayer are miles apart, but as far as we are concerned, we should find common ground in stopping the export of pesticides that are life-threatening to humans and the environment and animals and to countries in the Global South.

These pesticides that we have banned here in Germany and in Europe are being exported to farmers that are completely dependent on them. They are locked in in their dependence. I asked the Management Board to listen to numerous members of civil society to stop this toxic boomerang. Because it is a boomerang. Because if you do not mind the consequences outside Europe, which I really detest, perhaps your recent study is convincing, our recent study, that detected the presence of 140 banned pesticides in products such as bananas, mangoes, and herbs sold in Germany. Stopping this export would not have a significant impact on the European economy, but would protect the health of European citizens and that of the population of southern countries, thereby preventing, among other things, irreversible damage to the environment. Please, can I have an answer on this moral question?

Speaking of ethics, I appreciate the efforts Bayer does to find a cure for Parkinson's, but couldn't you save all that money if you would just stop the production of glyphosate? Isn't it time for Bayer to acknowledge, like many countries already do, that Parkinson's disease is also caused by these herbicides? Listening to all the speakers before me, wouldn't Bayer, in these financially difficult times, stop their costly efforts that make it impossible for people to seek justice when they are ill? Now in the United States, but soon perhaps here in Europe. Not a word today about the scientifically proven harmfulness of glyphosate and other pesticides. I find it bizarre that the speech of Mr. Anderson is dominated by Bayer's attempts to control the damage. Damage control for damage that has been caused knowingly and deliberately by Bayer.

I'm asking the shareholders today, can you look at yourself in the mirror? Can you look at yourself in the mirror if the U.S. Supreme Court will accept the petition filed by Bayer regarding glyphosate litigation? I just don't get it that if glyphosate causes all these problems for Bayer, for your money, for the litigation, and so on, that you just don't consider stopping the consequences and stopping the production of glyphosate. I would therefore not like to call on the shareholders not to approve the Board of Management and the Supervisory Board, and instead to vote in favor of the counter-motions of the coordination against Bayer Dangers.

Norbert Winkeljohann
Chairman of the Supervisory Board, Bayer

Tha`nk you very much, Ms. van Gemert, for your contribution. We'll now continue with the list of speakers with Mr. Bernd Schmitz. I would ask Ms. Judith Duesberg to be ready for her contributions. Mr. Schmitz will be speaking for coordination against Bayer risks. Mr. Schmitz, the floor is yours.

Bernd Schmitz
VP of of Association of Agricultural Farming, European Network of Agricultural Journalists

Thank you, Mr. Winkeljohann, for passing me the floor. Esteemed stockholders, esteemed members of the boards. My name is Bernd Schmitz. I am an active farmer since 2024. I'm the Vice President of the Association of Agricultural Farming. I'm speaking today for coordination against Bayer risks of Parkinson-concerned pesticides. I've been responsible for our family company for 25 years. We produce foodstuffs, and our government passes down requirements every year anew that require the best standards of food. Vegetables, potatoes, meat, and bread made from cereals, these must be sustainably filling and also be good for our health. This means that I have a high responsibility for the products that leave my farm. The same applies to my colleagues and the food that they produce.

The Bayer company produces many products and alleges that these are safe. Bayer also alleges that they assume responsibility for their products and that this is at the core of the work they do. If I look at the internet page of Bayer and select sustainability and product responsibility, I read the following. The protection of the producers of agricultural products, farmers, and partners in the value chain and consumers is just as important as the conservation of the environment. In farming, we understand product stewardship as a responsible and ethical dealing with our products in their entire life cycle, all the way through to disposal. That is what I find on the Bayer website. That can't be meant seriously. If we're talking about the future use of new gene technology, Tschäffer has in seeds, any liability is excluded by Bayer.

Any kind of tracing or the labeling of the food chain is not indicated. How can that be seen as taking responsibility for your work? We also read GMO-free. As a person working in the food industry, it is up to us to make sure that we monitor how our foodstuffs are made in their production, in their sales, and use. If that's not just a filler, please do assume responsibility for the consequences of your products. I call upon Bayer, in the name of the Farming Association, finally to take responsibility. Parkinson's, for example, in March 2024, Parkinson's was added to the list of diseases for occupational doctors. This can be down to exposure to pesticides, which can lead to Parkinson's. The farmers used the information offered by the approval authorities and by the companies in the expectations that they are safe.

There was no information about possible Parkinson's as a consequence of the use of these. After the glyphosate information 2023, Mr. Blum and Bonza offered information regarding the insufficiency of pesticide regulations for protecting against Parkinson's. That means, all in all, there is a significant gap in information of glyphosate and the link to neurological disease. However, in the new assessment of glyphosate, this was not assessed or examined in terms of its link to neurological diseases. I therefore call upon Bayer to withdraw the products from the market that cause it. This should be an uncomplicated process, and the people affected by it should be compensated. What we want is for you to take responsibility. We also call upon them to finally remove this glyphosate, the carcinogenic product, to remove it from the market and to appropriately compensate those affected by it.

Lobbying activities that we've already talked about today and aims to change legislation are inhumane. The costs of Parkinson's as an occupational disease should also be borne by Bayer. Bayer is not taking responsibility for the consequences of the use of these products. I call upon Bayer to establish a fund to take care of those people and compensate those people who have caught Parkinson's as a result of their work. I have the following questions. How will you, as the Bayer company, assume the costs of the sprayed pesticides, which can lead to Parkinson's? Secondly, which criteria does the management use to determine when it makes sense to withdraw products from the market that are damaging to health? I call upon the stockholders to please vote for all of the resolutions put forward by my network and against the ratification of the acts of the board. Thank you very much.

Norbert Winkeljohann
Chairman of the Supervisory Board, Bayer

Thank you, Mr. Schmitz. Next up is Mrs. Judith Duesberg, followed by Mr. Giebel, who would like to make a motion with respect to the rules of procedure. I would like to hand the floor to Mrs. Duesberg first. The floor is now yours.

Judith Düesberg
Biologist and Inventor List, Gen‑ethisches Netzwerk Association

Thank you. I think that you can hear me. Esteemed shareholders, Board of Management, I'm Judith Duesberg from the Genetic Network Association. I am authorized to represent this association. I would like to speak about biotech in agriculture. I'm a biologist and an inventor list, and I've been working on this issue for a number of years already. In your statements and in the Annual Report, we have seen how Bayer continues to suffer from the takeover of Monsanto. The genetic modification of crops was viewed critically by our network.

Our special attention was always on the package of genetically modified seed and the associated pesticides. In the case of Bayer, as we all know, the Roundup Ready package has glyphosate in it. That's what we're talking about. Decades after the introduction of this product in the United States and other countries around the world, there have been increasing scientific essays and reviews that have conducted in-depth analyses, reaching the conclusion that the introduction of these packages, genetically modified seed, increases harmful emissions in agriculture. So far, such studies could not be performed because of the differences in climate and weather data in different parts of the world. Thanks to the amounts of data that we have now, this situation has changed. Bayer's goal to make the future more sustainable, therefore, has not come to fruition at all.

The current situation with the lawsuits with respect to glyphosate is part of a business that has not panned out. We would like to call on Bayer to live up to their responsibility resulting from the use of glyphosate and to really address sustainable agriculture. However, we see that Bayer continues to place its chips on genetically modified pesticides. CRISPR-Cas is another such product, and genetic engineering is also applied to microbes. In your Annual Report, you say that you would like to optimize your activities in these areas. I would like to ask you the financial extent to which Bayer last year did research in genetically modified microorganisms. What is in the pipeline, and what do we have to expect in the future? Furthermore, in your report, you mentioned the application of AI in genetic engineering.

This is a very critical area because two very critical technologies, AI and genetic engineering, are being married with each other. My question to you, therefore, is: Are you using AI in genetic engineering? If so, how do you handle such topics as data distortion, for example? VT4 Pro is a new technology developed by Bayer. It is used in genetically modified mice, and it has started to be marketed in Canada last year. The mechanism is the RNA indifference. As a result of that, genetic exposition can be hindered, and such proteins cannot be formed, which, for example, can also bring about the death of the organism. This is not new, but Bayer is also participating in the development of pesticides that are also based on this RNA modification. These products are sprayed like a pesticide.

In 2024, the first product was brought to the market by a different company in the biotech industry. These products are considered alternatives to pesticides because they have been deemed more specific and take effect only on certain organisms. In scientific essays, we see that this specificity actually does not occur and that a lot of side effects are probable. Therefore, we like to emphasize how necessary it is to have an independent audit and examination of biotech applications in this area. I would like to ask the Board of Management what they are doing with respect to RNA pesticides. To what extent did Bayer conduct research in this technology in the past fiscal year? How did you set yourself up in 2024? How do you handle issues of regulation of application of RNA in the EU? In 2024, did you advise associations, governments, or administrations?

On top of that, we wish for in-person Annual Stockholders' Meetings in the future. Last but not least, I would like to ask the shareholders not to ratify the actions of the Board of Management and Supervisory Board, but rather to vote in favor of the motions of the association against Bayer Dangers. Thank you for your attention.

Norbert Winkeljohann
Chairman of the Supervisory Board, Bayer

Thank you, Mrs. Duesberg. The next and last speaker in this first group of speakers I would like to call before we answer the questions is Jörg Ulrich Giebel. He filed a motion with respect to the rules of procedure. Mr. Giebel, you are on the speakers' list later on as well. I would now like to ask you to speak just on this motion. The floor is yours.

Jörg Giebel
Managing Director, JKB Kunststoff‑Beteiligungs‑GmbH

Chairman, ladies and gentlemen, I request that Professor Winkeljohann . Article 1 of the Articles of Incorporation, he is chairing the Annual Stockholders' Meeting. Due to his behavior in the 2024 ASM, Mr. Winkeljohann demonstrated that he was incapable of conducting the ASM efficiently and swiftly. Although there were a lot of requests for the floor from the beginning, he did not limit the speaker's time in due course. If you bear in mind that you have 10 minutes of speaking time and at least 10 minutes of response time from management in every case, it was to be expected that it would be impossible to conclude the Annual Stockholders' Meeting within six hours. Afterwards, Mr. Winkeljohann reduced the speaking time to 75 minutes.

Whenever there was a danger of this speaking time being exceeded, Mr. Winkeljohann tried to cut the speakers off once they had reached the end of the speaking time, although they were talking about some very emotional situations. When critical remarks were made with respect to proposals made by the state and management in general, he cut speakers off almost right after the five-minute speaking time was exceeded. According to the Articles of Incorporation, the Chairman of the ASM is entitled at the beginning or during the ASM to determine the framework in terms of time with respect to the debates on the individual items on the agenda and also with respect to the time allotted to each speaker. Professor Winkeljohann failed to do this as Chairman, however. Due to the sequence of the submissions made, Professor Winkeljohann gave shareholders and shareholder representatives the floor, giving them arbitrary speaking times of 10, five, or seven minutes.

In so doing, he contravened the principle of equal treatment according to paragraph 53A of the German Stock Corporation Act. This was exacerbated by the fact that he allowed people to exceed their speaking time to different degrees. These speaking times may be limited by exercising due discretion and not arbitrary discretion. In this connection, I have the following questions: How many shareholders or shareholder representatives at the 2024 ASM made a submission? A, at the beginning of the general debate. B, when the formal speaking time was limited to 10 minutes. C, when the speaking time was limited to seven minutes. D, when the official speaking time was limited to five minutes. E, when the speakers' list was closed. Second question: How many shareholders or shareholder representatives at today's ASM have already made a submission?

Could you please answer these questions before a vote is taken on this motion? I believe that this is important in order to reach a well-informed decision on my motion. On top of everything, Professor Norbert Winkeljohann was deemed by a number of shareholders to be impolite and a little too aggressive. He therefore limited the possibility of shareholders to interact with management. This is therefore not expedient to a general debate. As a result, and in conclusion, I request that Professor Norbert Winkeljohann be relieved of this duty and that a suitable candidate be nominated to take on this role. Thank you very much.

Norbert Winkeljohann
Chairman of the Supervisory Board, Bayer

Thank you, Mr. Giebel. We will consider your question and your motion and come back to it later on. I propose that since we have reached the end of the first group of speakers, we start by answering them.

As you may well have realized, a number of questions have already been made. The Board of Management will now respond to the first questions, and then I will call further speakers afterwards. I would like to ask Bill Anderson to start by answering the questions, after which we will come to the questions that are going to be answered by other members of the Board of Management. Possibly they will come to me if they relate to the Supervisory Board. Bill, are you ready?

Bill Anderson
CEO, Bayer

Yeah. Mr. Hafkesbrink, you asked about plans to restructure the group. The answer to the question about a separation remains not now. We are continuing to focus on overcoming our challenges, and an important building block in doing so is the implementation of our new operating model, with which we will increase efficiency and performance.

We believe this is currently the best way forward for Bayer, and we've deployed resources accordingly. We've made it clear that any kind of structural change would take up all of our management team's time and energy, as well as that of other supporting groups like legal, accounting, tax, human resources. We think it's a big effort to overhaul processes to improve performance, and it would be a big effort to make structural changes. You can't do those at the same time. One of our criteria that we've set is that we must be the best owners for each of our businesses, and we will measure them by that standard. This answer not now should not be misunderstood as not ever. We remain open to all structural considerations, and we'll keep an eye on all those options as we move forward.

Mr. Hafkesbrink, you also asked about plans to—oh, sorry. Sorry, I'm having a little technical challenge. Okay. Here we go. Mr. Hafkesbrink, you asked whether we currently perceive an existential risk to the company. From the perspective of the Board of Management, based on the current assessments, the legal risks in the U.S. are not considered existential threats. I did. Sorry about that. We had a few technical difficulties. Now I'm addressing a question from Mr. Schmidt that you asked if and when sales will bottom out. At last year's Capital Markets Day, we already made it clear that Bayer is facing a transformation phase that will last several years. When the full year results were published in March, the forecast for 2025 was that group sales would remain approximately the same at the previous year's level and that earnings would decline slightly.

We also made it clear that with the given outlook for 2025 as a starting point, we see an improved development as of 2026. We have also provided a medium-term outlook for our division's sales and earnings development for the coming years. Mr. Schmidt, regarding our legislative engagement, you asked which cases the proposed change in the law applies to and whether it would apply to both new cases and old lawsuits. The timeframe for which laws apply depends on the specific structure of when the law is enacted. In general, applying laws retroactively, for example, to lawsuits that are already pending, is the exception rather than the rule. You asked how we assess the legal success of RFK Jr. against Monsanto in 2018 and whether this will play a role in future negotiations. We did not agree with that ruling, and it was appealed accordingly.

The damages award was subsequently reduced by more than 90%. In the litigation surrounding glyphosate, we've won most of the lawsuits to date. We achieve wins in court when we're able to present the scientific facts and the assessments of regulatory authorities appropriate in court and that we can ensure that negotiations are conducted objectively. Mr. Schmidt, with regard to glyphosate litigation, you asked to what extent the recent ruling has changed the situation in Georgia. In addition to Georgia, the U.S. state of North Dakota has now also passed a law aimed at creating more regulatory certainty for farmers and producers. We hope that courts will take this additional clarification into account in future legal judgments. Lawsuits based on an alleged lack of cancer warnings should be barred in these states after the laws come into force.

We cannot comment on whether the previous ruling has influenced legislatures in Georgia. Mr. Vernon, you asked how our success can be measured if we do not specify medium-term goals and milestones. In March, we announced medium-term targets for the divisions when we presented our full year figures for 2024. For details, please refer to our publications. Now, Mr. Tüngler, you asked how we measure the progress of our transformation and how the measures we've introduced are already impacting our income statement and in which areas. We plan to reduce bureaucracy and therefore transform our company with the help of our new operating model, Dynamic Shared Ownership, or DSO for short. Our main goal is to increase sales through stronger customer focus and accelerated innovation. Currently, we primarily see lower costs, particularly in the area of personnel expenses, as an initial effect.

We implemented the new operating model throughout the organization last year, eliminating some 7,000 jobs in the process. Organizational metrics such as the number of hierarchy levels or the coaching span have improved significantly. In 2024, we recorded EUR 1.3 billion in one-time expenses for severance payments, the majority of which were related to the implementation of DSO. Accordingly, these DSO-related transformation phase severance payments have a negative impact on our cash flow. We generated some EUR 500 million in organizational savings on a group level in 2024, and we plan to achieve additional DSO-related savings of EUR 800 million in 2025 in the next wave. Our total target is approximately EUR 2 billion of savings by the end of 2026. By 2026, we plan not only to reach the promised savings, but first and foremost to see the above-mentioned performance improvements.

Mr. Vernon, you asked why we believe we can break the wave of lawsuits this time when we have not succeeded in the past. At the time, Bayer had primarily relied on a specifically structured settlement, which ultimately failed due to the responsible judge. As explained, we are now focusing on a multi-pronged strategy with other structural forms. With that, I will hand it over to Wolfgang Nickl for the next questions.

Wolfgang Nickl
CFO, Bayer

Thanks a lot, Bill, and good morning. I'm starting with Mr. Schmidt. You asked about the significance of the dollar exchange rate development for Bayer, and especially our agricultural business. Bayer generates a significant share of its revenues in U.S. dollars. A 1% change of the U.S. dollar has an estimated impact of about ± EUR 160 million onto our revenues.

The biggest impact is indeed generated by the Crop Science division. However, here you have got to bear in mind that not only the U.S. dollar, but also other exchange rate changes have to be taken into account. Also regarding our net financial debt, the exchange rate development plays a significant role. About one-third is U.S. dollar denominated. Mr. Schmidt, you also asked whether we had adapted our hedging strategy. Now, generally speaking, we're using the standard financial hedging tools. Thus, we're reducing our risks caused by volatility. Now, when we hedge certain risks, of course, we always have to weigh the costs on the one hand and the desired degree of risk avoidance. In foreign exchange, our focus is on protecting our transactional risks.

We do not hedge any translational risks, but the booked transactional risks, as well as 50% of the planned transactional risks. Now, when we believe, and if we believe that higher protection hedging is required, then to a certain extent, we can also deviate from these 50%. Mr. Schmidt, you asked about the reasons for the increase of liabilities to financial institutions and the resulting impact onto the overall cost of capital. The increase of liabilities to financial institutions by EUR 439 million is mainly due to local bank loans of the Bayer entities in China and Argentina. The resulting effect onto the amount of interest to be paid and the resulting cost of capital of the group is not significant due to the low share of the new local bank liabilities relative to the overall financial debt, which mainly consists of bonds.

Mr. Schmidt, you also asked about the use of artificial intelligence in the Pharmaceuticals division. Discovering new drugs is a highly complex and time-consuming undertaking. Identifying bonds which are aimed at certain health-related activities requires the screening of a large number of small molecules. AI revolutionizes the way how potential effective agents can be identified. For example, Bayer uses AI in the search for new target molecules for drugs. By using state-of-the-art technologies such as the knowledge graph for subtyping of patients, the in silico target identification and target ranking, we want to make urgently required therapies available to patients faster and at a higher degree of precision. AI thus helps us to quickly review therapeutic hypotheses and also abandon them again if necessary.

For example, the development of target molecules had already been stopped after researchers had only synthesized 20 molecules because then they had found out that the therapeutic hypotheses would not work. In former approaches without artificial intelligence, the team would have been forced to build at least 5x more molecules. You can also asked about examples from the Crop Science division. We're using AI, for example, in our plant protection research. Bayer researchers use virtual screening and computer-based modeling in order to design new molecules. These are exactly matching the target protein of a weed, of a fungus, or of a pest, like a key fitting into a lock. That makes the active ingredients effective and safe at the same time.

In seed research, we use genetic data in order to be able to predict the performance of new potential products with the help of artificial intelligence in a very precise manner. Thus, we can avoid many years of costly field trials, and this leads to faster availability of innovative seeds.

Norbert Winkeljohann
Chairman of the Supervisory Board, Bayer

Ladies and gentlemen, before Wolfgang Nickl answers the further questions, I would like to come back and stay on Mr. Giebels' procedural motion, who asked for the Chair of the Meeting to be voted out. Let me comment on this. According to section one of the articles of association, the chairman chairs the meeting, which I did this morning. Now, deviating from our articles of association would only be permissible for due reason and due cause. Mr. Giebels did not specify such an important and due reason.

He, in his reasoning, referred to my way of chairing the session and the ASM last year. However, it did not specify any important reasons related to chairing today's ASM. Only due reasons applying to the current ASM, however, would justify a procedural motion to vote out the chair. Therefore, we stick to the articles of association, according to which the Chairman of the Supervisory Board also chairs the ASM. The motion to vote out the chair of the ASM is not put to a vote. Thus, also the questions raised by Mr. Giebels have thus also become redundant. We continue now with Mr. Nickl answering the further questions.

Wolfgang Nickl
CFO, Bayer

Thank you. I'll continue by answering the questions asked by Mr. Schmidt. Mr. Schmidt, you asked about the development of the short, medium to long-term refinancing costs.

Depending on their terms, we believe that the current refinancing costs amount to between 3% and 4.5% for euro bonds and between 5% and 6.5% for U.S. dollar bonds. For this year, due to our high liquidity reserve and our envisaged free cash flow target of EUR 1.5 billion-EUR 2.5 billion, however, we expect to see no significant need for refinancing. Unfortunately, we cannot make any statements with respect to the future development of our refinancing costs because these essentially depend on the development of the general capital market interest rates. Now, I have a question for Mr. Tüngler in front of me. You asked about our assessment with respect to the fair value of Bayer AG. Generally speaking, we use different methods to value the business. For example, we use the discounted cash flow method and the sum of the parts method.

Based on our internal financial planning, under all models that we apply, we reach a higher value for our company than would be reflected by the current share price. We do not publicly speculate about the exact value of the current markdown of the share price to a fair value. Mr. Werning, you asked what our targets are with respect to reducing debt and with respect to the development of sales and profits in our individual divisions and by when we intend to take these measures. Reducing debt is one of the strategic priorities on which we are working on a targeted and dedicated manner. The objective is to increase our strategic flexibility and to improve our rating towards single A. You saw last year our focus on cash generation and targeted capital allocation.

With respect to the medium-term ambitions for each division, what I can tell you is that with respect to Crop Science, we aim to achieve growth over the market. We see EUR 3.5 billion in additional sales by the end of the decade. With respect to the EBITDA margin, we are envisaging the mid-range 20% range through to the end of the decade. In Pharma, we expect from 2027 onwards to grow sales, and from 2028 onwards, we want to return to margin growth. In Consumer Health, we want sustainably to grow above or in line with the competition and achieve a competitive level of profitability. This brings me back to a question of Mr. Tüngler, which was also asked by Mr. Speich and Mr. Schmidt.

You all asked about the ramifications of the adopted tariffs and the measures that we are taking. We are monitoring the developments in the United States on a constant basis, very closely, and we're analyzing the potential impacts on our supply chains, customers, and business relationships. We have a network of expert teams in place, which investigate the details on the variety of tariff announcements. They analyze carefully potential effects as well as potential solutions in order to ensure the supply of our customers in various scenarios. These activities strengthen the work that we do anyway to strengthen the geopolitical resistance of our business, for instance, through a multifaceted procurement network and the management of stocks. Having said that, I would like to hand to you, Heike.

Heike Prinz
Chief Talent Officer, Bayer

Thank you, Mrs. Hafkesbrink. You asked about the reason for the increase in personal costs in 2024.

You also asked about the personnel reduction and how it was received by the staff and whether there are any indicators to the effect that talent is leaving the company. The personnel cost rise by EUR 1.8 billion compared to the previous year. It can be traced back in particular to higher one-off expenses due to their structuring program. Furthermore, we have the higher provisions for short-term performance-based bonus components reflected here as well. As a global company, we work constantly on retaining employees with a high degree of skill sets and competency, and we see huge opportunities to address these talents with our attractive and modern operating model. Having said that, moving back to you, Stefan.

Stefan Oelrich
Head of Pharmaceuticals Division, Bayer

Thank you, Heike. Ladies and gentlemen, Mr. Schmidt, you asked whether Bayer is renouncing its ambition to be a leader or whether the Board of Management wants to stay in touch with the leader. Our sales in Pharmaceuticals in 2024 amounted to EUR 18.1 billion. From 2027 onwards, we expect to return to sales growth. If you look at the entire Health business of Bayer in 2024, we generated sales of approximately EUR 24 billion. This clearly makes us, as before, one of the biggest suppliers in Germany. Compared to other companies, it is always important to bear in mind in what business areas one is competing. We believe that we are well positioned with our strong brands and command leading positions in significant therapeutical areas. Of course, we expressly welcome it if further large pharmaceutical companies enter the fray in Germany, with whom we can then strengthen Germany as a business site.

Mr. Thüngler, you asked about our strategy for managing what is termed the patent cliff in the Pharmaceuticals business. As is well known, due to the expiry of the Xarelto patent, we expect sales to decline significantly. For this year alone, we believe that this decline will be to the tune of EUR 1 billion-EUR 1.5 billion. Due to the high profitability of Xarelto, this will increase pressure on our Pharmaceuticals margin. On top of that, the exclusivity of the active ingredient of our eye medicament, EYLEA, i s going to expire this year as well. However, we believe we're well positioned in order to further minimize the effects on our sales and earnings. We expect that sales from Xarelto, despite the expiry of the patent and the entry of generics in the medium- term, will be to the tune of approximately EUR 1 billion per year.

On top of that, due to the 8 mg formulation of EYLEA, we have a product that has already been introduced on the market and has a long-term effect that is not going to be exposed to the same competition over the medium- term as the 2 mg dose. This will help us to defend our position in this market over the next couple of years. Furthermore, with Nubeqa and Kerendia, we have two strong growth products, which this year already are expected to generate sales of more than EUR 2.5 billion. For both products, we have applications for approval and studies in new indications, so that we'll be able to further expand the potential for these products in the coming years. In April, we have introduced a new cardiology product, elinzanetant, on the European market to fight menopause complaints.

We expect the first market introduction in the second half of the year. For these products, we see blockbuster potential. At the same time, by the end of this year, we believe that the asundexian phase III data for our product will also be successful. Last but not least, we're making good progress with the development pipeline, for example, in the field of cell and genetic therapies to fight Parkinson's, so that we're optimistic about the medium to long-term future. On the whole, we believe that we will be able to return to margin growth from 2027 and 2028 onwards. That would be sales and margin growth from 2027 to 2028 onwards. Mr. Speich, you want to know how we want to combat the impending drop in sales. We believe that the strong growth of our new medicaments, Nubeqa and Kerendia, will largely offset the negative effects.

In this year, we're going to expand the application spectrum, as you mentioned earlier, based on data we recently presented. This makes us very optimistic about the future. On top of that, the market introduction of Beyonttra and the expected market introduction of elinzanetant in the second half of the year will support this growth further. Overall, on this basis, as we said before, from 2027 onwards, we expect to be able to grow sales, and we are positive with respect to the following years. Having said that, I would like to hand the floor to Rodrigo Santos.

Rodrigo Santos
Head of Crop Science Division, Bayer

Thank you, Stefan. First question, Mr. Tüngler, you asked about the dependence of U.S. agriculture on Bayer's ability to supply glyphosate and about the U.S. administration's position on this. Bayer is the only producer of glyphosate in the United States. All other producers are based in China.

We currently account for approximately 40% of the global production. Without glyphosate, there is a risk of substantial crop losses and rising food prices. These arguments resonate with our discussion partners as well. Mr. Claussing, you asked about Bayer's share of so-called PFAS active ingredients. Bayer produces a range of different crop protection products. Individual active ingredients can degradate in the soil to TFA, among other things. However, the quantities in which this happens depend on the active ingredient and the many variables involved. We are therefore unable to provide precise information on this. According to the results of the latest scientific studies on TFA, including relevant monitoring data, it's important to say that there is no evidence of any risk to human health or to the environment associated with the proper use of the products.

Mr. Claussing, you asked about applications for the reapproval of a number of crop protection products. Some of the active substances are already in the reapproval process, and we will decide on any further applications in due course. Mr. Claussing, you asked about the potential ban on crop protection products exports. The safety of our products for people and the environment is always our top priority. We apply uniform safety standards worldwide, even if they are stricter than the local regulations in some countries. We have continuously adapted our portfolio accordingly. Bayer has not sold any crop protection products classified as actually toxic by the World Health Organization since 2012. The mere fact that a crop protection product is not approved in the EU says nothing about its safety.

Many other regulatory authorities around the world, including the U.S., Canada, Japan, Australia, New Zealand, and Brazil, also have very robust and sophisticated regulatory systems to protect human health and the environment. Their assessments reflect the specific agronomic and climate conditions of each country. Mr. Tüngler, you asked about the environment and health safety of our products. The safety of our products is always our top priority. Before crop protection products are approved, it must be proven that they are harmless to humans when used correctly and that the environment is not exposed to any unacceptable risk. Regulatory approval is governed by numerous international and national laws and regulations.

Our chemical and biological crop protection products are tested throughout the yearly development phase regarding their mode of action, toxicological properties, and the extent of potential residues in plants and the environment in order to develop only products with the best safety profiles. Mrs. Duesberg, you asked about the research in genetically modified microorganisms. We invest over EUR 2 billion annually in the research into new products for agriculture. For competitive reasons, we do not disclose research expenditures for specific product groups. We do conduct research in GMO organisms. This includes, for example, biological crop protection products or products for improving nutrient uptake by plants. Another example is the development of fertilizer alternatives. Mrs. Duesberg, you asked about political activities related to biotechnology. In the field of agriculture, biotechnological innovations, such as new genomic techniques, bring numerous socioeconomic and ecological benefits.

Furthermore, legislation and policy shape the framework of our business. As a globally operating company, we have a responsibility to society as a whole to actively contribute our skills and knowledge to support political decision-making processes and to contribute to technical discussions with our experts. Therefore, we have held numerous discussions on this topic, including with the EU Commission and the European Parliament. Mr. Schmitz, you wanted to know what criteria we use to determine the safety of our products. Before a crop protection product is approved, it undergoes more than a 10-year research and development process, which includes intensive safety checks. Bayer also complies with other international standards in addition to the regulatory framework. Furthermore, Bayer has not marketed any WHO toxic class 1A or 1B crop protection products since 2012. Mr. Thüngler, you asked a question regarding human safety and safe use of crop protection products.

As previously mentioned, before crop protection products are approved, it must be proven that they are safe for humans and the environment when used correctly, and then the environment is not exposed to any unacceptable risk. Regulatory approval is governed by numerous international and national laws and regulations. Mr. Schmitz, you asked about Parkinson's as an occupational disease. The development of Parkinson's syndrome is complex and has not been fully clarified in medical research. Genetic predispositions and many different environmental influences, for example, are cited in the literature as possible causes. As part of the approval and reapproval process for crop protection products, regulatory authorities review and evaluate extensive data from studies on toxicology, eco-toxicology, environmental impacts, metabolism, residues, human and environmental exposure, and epidemiology. No regulatory review has ever concluded that the use of any of our registered products or active ingredients is associated with Parkinson's disease.

Mr. Van Gemert, you asked about Parkinson's disease and why we are not stopping the production of glyphosate. As part of the approval and reapproval process for crop protection products, the regulatory authorities thoroughly review and evaluate extensive data from studies on toxicology, eco-toxicology, environmental impacts, metabolism, residues, human and environmental exposure, and epidemiology. No regulatory review has ever concluded that the use of any of our registered products or active ingredients is associated with Parkinson's disease. This also applies to glyphosate. The comprehensive Agriculture Health Study, which followed almost 40,000 professional pesticide users over 20 years, also found no statistically significant link between glyphosate and the occurrence of Parkinson's disease. With that, I will pass back to Bill Anderson.

Norbert Winkeljohann
Chairman of the Supervisory Board, Bayer

Ladies and gentlemen, before I answer the questions for the Supervisory Board and then hand over to Bill Anderson for further questions, I have to make an announcement to the further course of the meeting. Now, our ASM is limited in time. It has now already been ongoing for more than three hours, and the overall available time has to be distributed evenly. I have got at least 11 further requests to speak, and against that backdrop, as the chair of the meeting, in order to ensure a proper course of the meeting, I hereby state that the time for every future speaking is going to be limited to 10 minutes once we've completed the current pending questions.

The remaining speaking time will be shown on the screen, and two minutes before the speaking time ends, the display will turn yellow, and once the time is over, it will turn red. Furthermore, I announce that in about 10 minutes, which will be at 1:15 P.M., I am going to close the speakers' list. My request to those who still would like to ask for the floor is that they are requested to file that request already now in the S hareholders' Portal. With that, it is over to you, Bill.

Bill Anderson
CEO, Bayer

Mr. Speich, you asked what we expected by participating in the recent presidential inauguration in the. [Foreign language]. Our business and affect the public health and will continue to do that kind of vital work of interacting with policymakers, with leading academics, and others in the United States. Mr. Speich, you also asked whether we continue to view sustainability as an opportunity for our business model. As previously mentioned, sustainability is an integral part of our strategy where growth, profitability, and sustainability should go hand in hand. As a global leader in health and nutrition, we can contribute more than many other companies towards solving global challenges.

We have initiated an ambitious program that combines inclusive growth with a reduction in our ecological footprint and aims to implement responsible business practices throughout the value chain. I can assure you that sustainability, we continue to see that as an important business opportunity for Bayer. Mr. Vernon, you asked specifically what I meant by my statement. Things have evolved since then in a recent Handelsblatt interview. We are continuously working on various measures to significantly contain litigation by the end of 2026. In the last 16 months, we believe we have made good progress in this area in the courtroom, in public discourse, and with legislative initiatives. I think it is an evolving situation. We continue to evolve our strategy, and we believe we are in a good place to deliver our commitments on this and other topics.

Mr. Schmitz, you asked to what extent we made payments to individual candidates and political organizations in the United States in the past financial year. To be clear, Bayer did not support a presidential election or any other election because, yeah, that's not how the system works. The U.S. employees have a political action committee at Bayer. It's called Bayer PAC, and it's funded by voluntary employee contributions. It has a Board of Directors that are made up from employees from all of our U.S. functions. They approve all PAC contributions to candidates that run for office. It means that those donations are not corporate donations. There's no corporate donations. Political action committees are federally regulated, legally independent employee groups. In the United States, companies are prohibited by law from making direct donations to political candidates in federal elections.

Mr. Speich, you also asked whether we were considering selling our North American operations due to legal risks. As I mentioned, the U.S. is our largest and most important market. Over the past 10 years, we've invested more than $80 billion in the U.S., making us one of the top investors in the U.S. economy overall, by far the largest investor in agriculture. We will continue to invest in the United States because it's innovating and growing faster than any other market worldwide in absolute terms. That's been the case over the last 20 years, and we see a continuation of that.

As regards to our sales of glyphosate in the U.S., there are no specific plans to discontinue this business, but we've made it clear in discussions that we cannot continue to market the product in the way we have in the past in terms of, yeah, being able to do this in a financially sustainable way because of the lawsuits. That is one of the reasons why we believe it's very important for U.S. farmers, U.S. consumers, U.S. food security to make changes in the law. Mr. Speich and Mr. Vernon, you both asked about our current assessment and plans regarding a say on climate. The decision not to hold a vote on the say on climate at this year's Annual Stockholders' Meeting was made on the basis of a thorough analysis of our investors' expectations. In fact, they support our climate targets across the board.

However, in light of their internal discussions, many investors have told us that the time at present is not right to approve a say on climate. We are continuing to review this topic, and we are considering it for the agenda of future annual meetings. Irrespective of this, we remain as committed as ever to our important targets with respect to the climate. Mr. Speich, you asked about the possibility of a partial IPO of Crop Science in North America, provided we can contain the legal risks. I would just say we remain open to structural options, but as you referred to in your question, we first need to get these important topics that we mentioned, especially the legal risk, the situation with reducing bureaucracy, improving operations, paying down debt, and developing our Pharma pipeline further.

We need to get these things done, and then we can think about structural options. Mr. Tüngler, with regard to the legal disputes, you asked us how far we are from an end to the litigation surrounding glyphosate. You also asked whether significant containment also includes the litigation surrounding PCBs. Mr. Hafkesbrink, you asked how the legal disputes, especially in the U.S., are progressing from the Board of Management's point of view and whether the Board sees light at the end of the tunnel when it expects the legal disputes to be settled. Mr. Speich, you also asked how we're prepared in terms of legal risks. I'll try to sort of answer those questions together.

We're already not focusing on just one path, but we're pursuing a multi-pronged strategy, as explained earlier. Besides the petition pending review by the U.S. Supreme Court regarding litigations on glyphosate, this also includes intensive discussions with federal and state legislators and our general willingness to arrange settlements and other measures. We have announced our intention to significantly reduce our legal risks by the end of 2026, and we are pursuing several measures to this end, including with the Supreme Court engaging in discussions with policymakers. Settlements are also possible if they are in the interest of the company. We are looking at all other solutions. We are expecting important decisions on PCBs from the Supreme Court in Washington State. That case pertains to the Sky Valley Education Center, where most of the personal injury cases have been filed. We will also continue to try to win PCB cases in court, and we remain open to settlements there if it is in our interest.

Overall, we believe we're on a good path to provide a meaningful containment of the legal issues by the end of 2026, as we said. Mr. Tüngler, you also asked about the capital increase authorization. There are currently no specific plans to utilize this authorized capital, but it would give us important flexibility to contain litigation and maintain our credit rating at an appropriate level. We would use the authorized capital exclusively for measures to substantially contain litigation in the U.S. We would first check and see whether there are other financing options that are available. We do not want to speculate on a future share price, but a significant containment of litigation could be a significant boost to our share price. Mr. Tüngler, you asked about the specifics of the Darnell case.

What would be different this time and what we hope we have, what hopes we have of success at the U.S. Supreme Court? Mr. Schmidt, likewise, you asked why the U.S. Supreme Court should accept our case for review now. The key difference is that there are currently conflicting rulings from federal appeals courts that require review by the U.S. Supreme Court. The Darnell case, for which we requested the review, is also particularly suitable because it deals exclusively with the allegation that we would have been obligated to issue a cancer warning. The other grounds were rejected, and we hold that federal law precludes suits alleging this failure to warn. In addition, we've also filed petitions with the U.S. Supreme Court for two other cases involving the same legal issue. Mr. Speich, you asked what we expected. Oh, no, sorry. I think that's the end of mine.

Norbert Winkeljohann
Chairman of the Supervisory Board, Bayer

T hank you very much, Bill. Before we continue answering the questions, as I announced at 1:15 P.M., I will close the speakers' list. It is now 1:15 P.M., and I therefore, now as announced, close the speakers' list. Via the Shareholder Portal, you will no longer be able to file requests for the floor. I would like to ask those shareholders who have already registered to take the floor. This brings us back to answering the questions with Wolfgang Nickl.

Wolfgang Nickl
CFO, Bayer

Thank you. I'll begin with Mr. Speich. You asked us how we are able to create value for our stockholders with sustainability. Bayer has a unique positioning in order to offer solutions to challenges in food safety and in access to health services.

These points are not just relevant in terms of sustainability due to a growing global population. They also offer the foundation for growth now and in the future. Making sure that we are sensible with resources and energy means that we're able to increase our cost efficiency within the company too. Mr. Duesberg, you asked about the role of artificial intelligence in our research into genetically modified organisms. We use artificial intelligence in various areas of our R&D. That also applies to genetic engineering. For example, when analyzing large amounts of data, we take great care with possible sources of errors and consider these in our analyses. Back to Mr. Speich. You asked about our position on sustainability. Sustainability is an integral component of our Corporate strategy. Many of our products contribute to achieving the UN Sustainable Development Goals.

Furthermore, we have also incorporated sustainability aspects in relevant processes of our company. In addition to general environmental conservation, this also includes R&D or purchasing. Of course, we also want to reduce our own ecological CO2 footprint. To this end, we have been driving successfully our own climate strategy. Mr. Speich, you also asked about how we address trends and movements that intentionally position themselves against sustainability and the environmental sustainability goals. We are following global developments concerning sustainability and the ESGs continuously. Incorporating these into our strategy is important to us in order to manage opportunities and risks with our products in the long- term. We want to make sure that our company remains ready for the future. I'll pass the floor to you now, Heike.

Heike Prinz
Chief Talent Officer, Bayer

Thank you. I'll begin with Mr. Speich. You asked whether we had received letters from official posts of the U.S. government. That is not the case. We have not received any letters from the U.S. Embassy in Germany or from any other official posts of the U.S. government calling upon us to abandon any of our inclusive policies. For example, equal opportunities. Mr. Speich, you asked us whether any changes have been made regarding D&I in the U.S. Bayer companies. We uphold inclusion and equal opportunities for all. This not only reflects our values, but also enables us to become a stronger and more innovative company. We are a global company and will continue to work on strong performance and diverse talents, winning these for the company and in order to offer them the best possible working environment so that they can be the best version of themselves at work.

Of course, this is all implemented in line with the law. The legal situation in the U.S. is dynamic. We are keeping an eye on it to see what consequences it might have for our foreign business. Mr. Speich, you asked how possible changes to DEI might change the compensation program. For the moment, there are no changes. As we have already described, we stand for a working environment that offers equal opportunities and inclusion. Of course, we have to consider the legal framework conditions, and we are monitoring the changes closely. Mr. Hafkesbrink and Mr. Schmidt, you asked about the current situation of the DSO program. You also asked about how DSO has been received by our employees and what experiences we have with it.

We have made considerate progress with our organizational models and have been able to use it with a number of products and customer teams. We have implemented a new organizational architecture in all divisions, meaning that the first wave of change has been concluded successfully. In fiscal 2024, we parted ways with approximately 7,000 employees and were able to garner EUR 500 million of sustainable organizational savings. Of course, such a transformation is always a significant challenge for all involved. Nevertheless, the new operating model of our staff has been well received. We moved away from our old management role situation and introduced this new managing practices in order to enable our employees to do the best work possible. By way of these diverse further development possibilities, our employees and teams are able to continue their training as necessary. I'll pass the floor to Mr. Oelrich.

Stefan Oelrich
Head of Pharmaceuticals Division, Bayer

Thank you, Heike. Another question from Mr. Speich. You asked about how we see the Pharmaceutical pipeline. In our Development pipeline, we have a number of products with transformative potential, for example, in oncology or in gene and cell therapies, where, for example, in Parkinson's, we have been able to develop two products in late development: a cell therapy and a gene therapy. With ascendexian, we've been able to create a secondary prophylaxis for strokes, for which we see potential blockbuster effects. If the fourth quarter data does indeed prove to be as good as we expect, we on the whole are well positioned with our pipeline. Mr. Speich, you also asked whether a pharmaceutical company of medium size is able to keep pace with the really large companies. There is no causal link between the size of pharmaceutical companies and their competitiveness, in our opinion.

In industry, there are large and smaller companies, regardless of their R&D expenditure. What this means is there are successful and less successful companies. For decades, we have been setting new drug standards and therapy standards. Furthermore, we have placed clear focus on identified therapeutic core areas. We are broadly positioned in a technological manner in order to use the newest scientific methods in the development of drugs with high therapeutic value and competitive clinical profiles. In the past 18 months, we have had three positive phase III studies, and these have advanced our early pipeline. The successful market launch of Nubeqa and Kerendia, as well as Beyonttra and elinzanetant, will bring us back to growth by 2027, which shows that we have the possibility to assert ourselves on an international stage with international competition. I give the floor to Dr. Rodrigo now.

Rodrigo Santos
Head of Crop Science Division, Bayer

Mrs. Duesberg also asked about Bayer's current R&I activities. In September, we launched the VT 4PRO technology to offer farmers in the U.S. another option for controlling pests above and in the soil as part of our Red Strong Corn portfolio. The next generation is currently in development, and it is expected to be launched in the early 2030s. All of our products can only be offered on the market after approval of a competent authority or after official registration. A prerequisite for approval is that the individual products always demonstrate the prescribed efficacy and product safety. You also asked about the financial volume of the research into R&I technology in the past year. We invest a total of over EUR 2 billion annually in our research at Crop Science for new products for agriculture.

For competitive reasons, we do not disclose information on research expenditures for specific product groups. Mr. Gemert, you asked about the export of pesticides to global south. The safety of our products for humans and the environment is our top priority. We apply uniform safety standards worldwide, even if they are stricter than the local regulations in some countries. We have continuously adapted our portfolio accordingly. Bayer has not sold any crop protection products classified as actually toxic by the WHO since 2012. We only market crop protection products whose active ingredients are registered in at least one OECD country or in any country with an established risk-based approval system. Our products are safe to use when they are used in accordance with instructions. To this end, we conduct numerous training courses worldwide every year, especially in the global south.

In 2023, sorry, some 5.3 million farmers took part in these training courses. Mrs. Van Gemert, you asked why we don't stop selling glyphosate. Bayer is the only producer of glyphosate in the United States outside of China. We currently account for approximately 40% of global production. A world without glyphosate could result in significant crop losses and rising food prices. Accordingly, we are carefully considering glyphosate's essential role in agriculture in our st rategic decisions. With that, back to Mr. Norbert.

Norbert Winkeljohann
Chairman of the Supervisory Board, Bayer

Thanks a lot, Rodrigo. Ladies and gentlemen, let me take a couple of questions that have been directed to the Supervisory Board after coordination with the Management Board. Mr. Hafkesbrink, you asked about the form of the future ASMs and further functions during the virtual ASM. You, Mr. Werner, you also asked about the format for future ASMs.

Mr. Tüngler, you asked under which conditions we would implement an in-person ASM. In every individual case, the Management Board takes a new decision on the formula of the ASM after consultations with the Supervisory Board. It does so by taking the matters of the agenda into account, the objective of a broad participation of shareholders, cost aspects, sustainability aspects, and if required, also health protection. Therefore, as of today, we cannot make any statement yet on the formula of the upcoming Annual Stockholders' Meeting. For us, having an exchange with you, the shareholders, is very relevant. We continue developing the formula of the virtual ASM further every year, and we continue to do so. This year, we also offer you, the shareholders, the possibility to share your responses.

In addition to that, we are also in a permanent and intense exchange with the shareholders outside the ASM and consider this part and parcel of a continuous dialogue. Mr. Schmidt, you asked about further costs, amongst others, travel costs in connection with the U.S. elections. Now, no respective traveling costs have incurred for the Supervisory Board, and the traveling costs of the Management Board cannot be specified precisely because the Management Board members traveled not only to the U.S. for that purpose, but also combined their travels with other business meetings to be held. Mr. Schmidt, you asked for explanations on the mandate of Mr. Weisser. Mr. Weisser is a Senior Consultant at Temasek, and in this capacity, he advises Temasek on some of their investments.

Advisor Alberto Weisser works for Temasek on the basis of a consultant contract and not a member in any of the statutory boards of Temasek. Mr. Temasek is not involved; Mr. Alberto Weisser is not involved in supporting and handling the equity of Temasek on behalf of Bayer AG. Please understand that we can only give you the equity held in Temasek on the basis of the public information of the last voting proxy statement. According to that, Temasek, or rather Ellington, held shares of 4.17% in Bayer AG related to the overall number of voting rights of 857,947,808 votes. Mr. Schmidt, you asked about how the work of the Supervisory Board has evolved further since the Supervisory Board elections last year. We have provided detailed information on this in the written report of the Supervisory Board. Let me pick out some specific aspects.

In accordance with the special challenges for Bayer, one focus in the work of the Supervisory Board is in handling U.S. litigation matters. The plenary of the Supervisory Board has dealt with that matter on several occasions in an extensive manner. External lawyers have also reported on this matter to the Supervisory Board. In the context of the ongoing legal matters, the Supervisory Board in June 2024 set up a committee for legal risk, which met 3x past year and once this year, and two further meetings for this year have already been scheduled. After last year's ASM, a couple of committee seats had to be refilled, which led to new momentum in committee work. Furthermore, we are now having more training sessions for members of the Supervisory Board.

In the past, we used to have one training session per year, and now we're having four training sessions per year on a regular basis. One focus in this regard was on the use of AI. I am convinced that these actions are improving work on the Supervisory Board and to review this systematically this year. Once again, with external support, we are running a detailed evaluation of the work on the Supervisory Board. Mr. Schmidt, you wanted to know which new incentives Lori Schechter contributed to the Supervisory Board for the ongoing litigation matters in the U.S. As a former head of the global litigation department of an international law firm and as a former long-term general counsel of a major U.S. health company, she has got special expertise and experience in dealing with major litigation matters in the U.S.

The Supervisory Board has elected Lori Schechter the chair of the committee for litigation risks. This committee coordinates the work of the Supervisory Board regarding litigation risk of a significant impact for Bayer and in order to develop actions to resolve these matters. With their expertise and experience, Lori Schechter has provided important incentives and impetus in monitoring and consulting the Management Board, especially in the area of the major litigation matters in the U.S. and their potential containment. Mr. Schmidt, you asked about the timing for the revision of the compensation system. Now, having an intense and continuous exchange with our investors also on the matter of Management Board compensation is always important to us. The current compensation was approved by the ASM 2024 with a 90% approval rate following an intense discussion with our investors.

At that time, we had already indicated that we would review that system again after about two years. That means probably towards the end of the third or in the beginning of the fourth quarter 2025, we will consult with various consultants and also our investors. Mr. Speich, you asked for a statement on the capital increase and our related communication. Let me generally state that this proposal is a proposal for potential utilization. At present, there are no specific plans to actually use this authorized capital. However, it would give us significant leeway in containing the litigation and to maintain our credit rating on an appropriate level. We would only use the authorized capital for measures related to a far-reaching containment of the litigations in the U.S. Before doing so, we would, of course, verify whether other types of financing do exist.

Regarding statements to the past, they relate to capital measures in different contexts. For the specific proposal in question, we have ruled out that the capital would not be used for any other measures that are not related to litigation. In terms of the communication, we clearly stated our position. Having talked to investors, we have received general support for our proposal. Ladies and gentlemen, so far, we have thus answered all of the questions of the first block of questions. Thanks to the members of the Management Board. We now continue our discussion. For that purpose, I'd like to ask Mr. von Scharen to take the floor. He is going to be followed then by Dr. Warui and after that, Dr. Wassertal. Mr. von Scharen, you have got the floor.

Hans van Scharen
Researcher, Corporate Europe Observatory

Thank you, dear ladies and gentlemen. My name is Hans van Scharen.

I am a researcher for Lobby Watchdog Corporate Europe Observatory in Brussels. I am speaking as an authorized representative from the Coordination Against Bayer Dangers and would like to speak to you on the ongoing international debate on glyphosate, the U.S. litigations, and the undemocratic efforts by Bayer to change laws that protect people and planet. I would firstly like to give a voice to the past far beyond quarterly results because history influences who we are and how we act today. My grandfather, Karl van Scharen, was transported in 1942 from Antwerp, Belgium, by the Nazis to Auschwitz to do forced labors in the factories of IG Farben, a company which consisted, as you know, of three German chemical companies, of which Bayer was one, and which was officially dissolved only 22 years ago.

We have never seen a paycheck yet, which is, of course, a detail in view of the huge criminal crimes against humanity that IG Farben was involved in. My grandfather survived the war, and his paycheck was a lifelong trauma. was among the major industrial players that, from an early stage on, financed the rise of Hitler's movement and played a fundamental role during the devastating World War II. Tragic historic events like this should allow us to learn and to prevent similar private and collective misjudgments and mistakes. It is not enough to put a statue for these forced laborers in front of Bayer's headquarters. This history and lessons learned should be enrooted deeply in the DNA of a company and imply a historic responsibility and have a lasting impact on corporate behavior.

Unfortunately, today we see Bayer as a major European company kissing the ring of a new and shocking dictatorship in the making right in front of our eyes, the one of Donald Trump in Washington. You might find these comparisons not appropriate, but I am not the only one. Vice U.S. President Al Gore did the same just yesterday. Bayer's lobbying of governments everywhere in the world, oftentimes done in the most direct of ways, including in the U.S., such as when former Bayer Chief Executive Werner Baumann met and promised the then President-elect Donald Trump an $8 billion investment and 3,000 new U.S. jobs if Washington regulators gave the green light to the Monsanto-Bayer merger, which proved to be devastating both for the company as for the agricultural world. More recently, as mentioned already.

Mr. Bill Anderson was the only CEO of a German DAX company to personally attend Trump's inauguration this year, accompanied by Bayer's U.S. CEO, Sebastian Guth. Mr. Guth posted on social media, and I quote, "Congratulations to President Trump and Vice President Vance on today's inauguration." End of quote. Guth reflected then on the one line in particular, and I quote, "The impossible is what we do best. Now here is that more true than in science. Whether developing potential breakthrough treatments in Parkinson's disease or bringing life-saving medicines to help people live better, more fulfilling lives, it is about making the impossible possible." End of quote. Mr. Guth then said he was ready to do his part in working with the Trump administration to make the impossible possible for all Americans.

Now, apart from the open support for the Trump administration, this reference to Parkinson's disease, and it was discussed already extensively today, made my stomach turn. Another personal note is that my father developed Parkinson's disease being exposed a lot during his life to pesticide use in the fields. The incidence of Parkinson's disease, the number of new cases diagnosed per year, is currently on a high in the Western Hemisphere. In the U.S., it's 50% higher than previously estimated, with approximately 90,000 new cases diagnosed in the U.S. per year. Parkinson's disease has more than doubled globally over the past 20 years and is expected to double again in the next 20 years. It is now one of the fastest growing neurological disorders in the world, outspacing stroke and multiple sclerosis.

The disease causes the progressive death of dopamine-producing neurons and gradually robs people of movement, speech, and eventually cognition. There is no cure. Now, scientific studies reveal that the pesticide exposure may significantly increase the possibility of developing Parkinson's disease. As renowned Dutch scientist and neurologist Mr. Bas Bloem recently said in a Politico article, and I quote, "Parkinson's isn't just bad luck. It can be caused. Parkinson's is a man-made disease, and the tragedy is that we are not even trying to prevent it." End of quote. In a 2024 paper co-authored with U.S. neurologist Ray Dorsey, Mr. Bloem wrote that Parkinson's is predominantly an environmental disease, a condition shaped less by genetics and more by prolonged exposures to toxicants like air pollution, industrial solvents, and above all, pesticides. End of quote. Bas Bloem said, "Parkinson's was a very rare disease until the early 20th century.

Then, with the agricultural revolution, chemical revolution, and the explosion of pesticide use, rates started to climb. End of quote. Now, Bayer simply denies any link between glyphosate and the development of Parkinson's, just as with cancer. It is impossible to make such statements simply because it is not being tested. The regulatory tests in the European Union isolate individual chemicals, rarely examining how they interact in the real world. For example, a 2020 study in Japan showed how dangerous Bayer's assumptions may be. It showed that glyphosate in combination with other chemicals, the cocktail effect, caused dramatically more brain cell loss than either substance alone. This was in the context of Parkinson's. I am here today to use my voice to hold Bayer accountable. For me, Bayer is more and more like the famous British novel character that had two faces from Dr.

Jekyll and Dr. Mr. Hyde. A character, one character, the agrochemical side that makes people and planets sick by poisoning them, while the other side, the pharmaceutical one, claims to work hard to make ill people better. Now, a cynical mind would say, "That sounds like a perfect business model." I am sure that most shareholders here present consider Bayer as a responsible company that considers the world and societies in which it operates. I am sure that members of the board consider themselves as people doing good for their company and for the world.

I'm also sure that by living on a daily basis with the short-term vision and the high pressure of delivering on shareholders' value by the quarterly reporting, the irrational movement of stock exchanges, the political movement, the merciless global competition, stripped of any morality, it is very easy to lose track of the real world and what is right and what is wrong. What is simply wrong from a moral and democratic perspective is that Bayer is trying to strip American citizens from their legal right to file a complaint when they claim to develop cancer from Roundup. Yesterday, over 100 civil society organizations from both sides of the Atlantic and beyond published an open letter to Bayer shareholders regarding the company's ongoing very costly lobbying activities, in particular those developed in the U.S. at the expense of U.S. citizens' rights.

In our view, these activities do not live up to Bayer's own code of conduct, nor to general principles of corporate responsibility such as the International Code of Conduct on Pesticide Management or the basic principles of the UN Global Compact. In 2024, Mr. Bill Anderson stated that, and I quote, "Building a company, a shared sense of integrity, and a strong ethical code are absolutely essential." End of quote. He called upon everyone in Team Bayer to ensure that we are acting with integrity. However, for the last past two years until today, as was discussed already today, Bayer is waging an intensive lobbying campaign in the U.S., which goes far beyond merely, and I quote, "Communicating a person's or organization's interest to politicians and institutions that create policies and regulatory frameworks," as Mr. Anderson described it. It was mentioned already, over a decade, 181,000 U.S.

Plaintiffs have filed lawsuits against Bayer arguing that they were not informed of the dangers of using glyphosate-based Roundup. Bayer is responding by lobbying federal and state authorities to block citizens from taking producers to court when they suffer damage to their health after using their toxic products. As reported in the Washington Post.

Norbert Winkeljohann
Chairman of the Supervisory Board, Bayer

One minute left.

Hans van Scharen
Researcher, Corporate Europe Observatory

Okay. As reported in the Washington Post, a draft bill, a U.S. farm bill, contained a section drafted with the aid of Bayer that would prevent state and local authorities from setting their own standards on pesticide safety warnings. This is simply eroding fundamental democratic rights. I had a lot to say about the science, which is unfortunate that I cannot share it with you, but I will do it online.

In view of all the above, we, the 100-plus organizations, consumers, farmers, academics, human rights defenders, environmental activists from the U.S., Europe, and beyond, urge you to support the following demands to Bayer: cease promoting and pushing Bayer's legal immunity bills in the U.S., refrain from any further lobbying efforts that are damaging to the public interest, stop undermining scientific integrity by attacking independent science, and instead respect the precautionary principle as enshrined in the EU law. Finally, I would like to call on the shareholders not to approve the actions of the Board of Management and the Supervisory Board, and instead to vote in favor of the counter-motions of the Coordination Against Bayer Dangers. I thank you for your attention.

Thank you. This brings us to the next speaker, Dr. Harun Warui.

I would like to ask Dr. Wassertal and Ernst Oswald to be on the ready. Dr. Warui, the floor is now yours.

Harun Warui
Lead Coordinator for Agroecology and Food Rights, Heinrich Böll Foundation

Thank you. Thank you very much. The chair, members of the Management Board, Supervisory Board, fellow shareholders, and attendees, good afternoon. My name is Dr. Harun Warui, and I speak today as the lead coordinator of Agroecology and Food Rights at the Heinrich Böll Foundation , Nairobi office. I am here as authorized to address the topic titled "Highly Hazardous Pests in Africa: A Crisis of Responsibility." Although this topic has been raised in the previous session here, I wish to bring to attention that as of December 31, 2024, that is last year, Kenya has taken a landmark decision withdrawing eight pesticide active ingredients officially classified as highly hazardous pesticides, that is HHPs.

This decision was driven by a parliamentary initiative and informed by scientific reviews conducted by Kenya Ministries of Agriculture and Health. This was alongside civic society engagement. It is a public health and environmental protection measure grounded in both evidence and experience, particularly the experiences of small-scale farmers who make up the majority of Africa's agricultural producers and who are disproportionately impacted by harmful agrochemicals. Kenya's move is not an isolated case. It is a forerunner of regional and global change, as has been raised in the past during this meeting. We do realize that across Africa, a rise of regulatory momentum is forming. We need to be aware of this. The civil societies, scientists, and government bodies are aligning to demand agricultural systems that nourish people, preserve ecosystems, and do no harm.

In this context, I would like to ask, what is Bayer's vision of agriculture in the Global South now that the shift away from HHPs is at the horizon? There's no doubt we cannot hide behind a screen because this is now a reality. Among the active ingredients now banned in Kenya is the acetamiprid sold by Bayer. It was withdrawn based on documented risk that is reproductive toxicity, provoked carcinogenicity, and severe ecological harm. This is particularly to the bees, which are major pollinators in our food systems. This brings me to a deeper question, colleagues.

Where I would like to ask, what does Bayer's concept of responsible innovation truly represent when it has profited from compounds like acetamiprid, with global sales reaching approximately EUR 3 million by 2014 and continues to market imidacloprid and glyphosate in Kenya, both of which are facing increasing restrictions and bans around the world due to their human health and environmental impacts? Is this not a time that Bayer should lead in a different direction? I do believe this has been mentioned by the previous presenters. This is towards products and systems that reflect evolving global consensus and sustainability, equity, and public safety. Is Bayer actively investing in agroecological innovation, farmer-led solutions, and non-toxic alternatives that prioritize human and environmental health?

A key question for Bayer to really, really reflect as we move forward, knowing the kind of conditions now we are prevailing in, where there is a change of movement towards safer agriculture. Bayer invokes the ideal of food security and the motto of "Food for all, hunger for none." Food for all, hunger for none. How sure is food when—I mean, how secure is food when the people who grow it are exposed to chemicals that impact negatively on their health, contaminate their soils, environment, and compromise their future? Finally, ladies and gentlemen, what does science for a better life mean if only applied selectively, depending on the geography, regulatory environment, or the level of public scrutiny? Should this be the guiding principle that Bayer should be using when addressing the elements of their science?

In closing, colleagues, I urge shareholders to seriously consider the concerns raised here today when deciding whether to approve the actions of the Board of Management and Supervisory Board. I respectfully call on you to instead support the counter-motions put forward by the Commission against Bayer Dangers. Thank you for your attention. Thank you.

Norbert Winkeljohann
Chairman of the Supervisory Board, Bayer

Yeah, many thanks, Dr. Warui. This brings us to the next speaker in the list. The next speaker I'd like to call is Dr. Leonhard Wassertheurer. I'd like to ask Hans Oswald and Michael Ruoff to be on the reader. Dr. Wassertal, the floor is yours.

Hallo. Ich habe in—Hello. I did my doctoral research in chemistry, and I'm now speculating with stocks that, due to a risky situation, are very affordable. Given the economic situation, this doesn't seem like a situation that will change.

For this reason, I have a question that actually refers to the past. Originally, it was Monsanto that was the unscrupulous market participant incarnate. This company was not brought to justice for a long time. In that moment in which they did have to pay money, they achieved settlements. They were purchased by Bayer. I'm surprised that that was even possible, but that's a different story. In that moment, all possible lawsuits came out of the woodwork to aim to flatten the company with a chemical, which obviously, according to most studies, is not as dangerous as it would seem. Back then, I did not have Bayer shares. I bought those later on. Back then, this could have been seen as a political maneuver, which was intentional in order to take Bayer down.

I was therefore surprised that the company did not immediately stop selling glyphosate, which should have been classified as a carcinogenic level two. Had that been done, these lawsuits would have had the carpet ripped out from beneath them. Carcinogenicity class two only means that there is suspicion of carcinogens. You have to be careful with it. In its processes, in these legal cases, this does not have the effect of admission. It seems very unusual to continue selling this product with a class three product with hundreds of millions of dollars in sales per year to end up with tens of billions of dollars of costs, which seem to have no obvious end. The order of magnitude is simply huge. It simply made no sense to continue selling the product. I wonder what other market participants would have done in this situation.

Ultimately, I would say better the devil that you know than the devil you don't. The sale of glyphosate should be stopped until we know what the situation with the lawsuits will be. Otherwise, they will simply keep cropping up. Perhaps selling it again is too great a risk itself. If we're able to come to a fundamental judgment or a settlement, or if this all goes pear-shaped, Bayer needs to then consider a way that they should withdraw from the United States completely. Because ultimately, that would protect it from certain lawsuits. There seems to be not enough scientific basis here. It's an attack on the principle of possession. These lawsuits often go badly. In the United States, the provisions should be that the company withdraws. I actually expect that to be the case gradually in the United States because the United States doesn't seem to have well-proven possession laws.

As regards intellectual property, yes, that is the case. Physical property, money, and production material, there it seems to be lacking. Perhaps we should use, or you should use the chance now to make a clean break. If that does not work, then we should perhaps really not touch the U.S. with a barge pole. That is a very important principle for a company, a country that is so democratic with a federal system. By gerrymandering, this has all been totally distorted. With Donald Trump, it has become now even worse. I do not think it is going to be a good situation. Science is not going to be funded as much as it has been. At least in the midterm, a withdrawal should be considered. Trump's alleged support of Bayer can be completely disregarded. The criticism that has been made in this regard therefore no longer holds water.

I suggest that glyphosate is no longer produced until these lawsuits have slowed down. Otherwise, they will simply keep coming and continue to put a strain on the company. The consequences are simply not foreseeable. Thank you very much. Do you have any comments regarding the agenda? If not, thank you very much for your contribution. Goodbye.

Ladies and gentlemen, I would like to invite Mr. Hans Oswald to take the floor. I would ask Michael Ruoff and Jörg Ulrich Giebel to be ready to speak. Mr. Oswald, the floor is yours.

Hans Oswald
Member of the Executive Board, Verband Property

Hello, Professor Winkeljohann. You've thrown me in at the deep end, I must admit. It would have been nice to have known exactly when I was going to be speaking, perhaps a little bit earlier, so that I could prepare myself for it.

I had to find an outfit so that I looked semi-decent for my contribution. My name is Hans Oswald. I am a Member of the Executive Board for Verband Property. I will be speaking and would like to welcome all listeners, in particular all stockholders who were unable to follow the conference online. It would actually be better in person. I would like to thank all of the employees of Bayer for the work that they have done. Also, Bayer's footballers have been very successful, and they do excellent advertising work for Bayer. The members of the boards could certainly see these as role models. Xabi Alonso is doing so well with his team. Perhaps he should be taken as a motivational speaker with his international experience. Perhaps he'd be able to help you. I would like to offer you a statement.

The Bayer footballers will normally, if they're doing badly, the shares are doing well and vice versa. Transmitting the Annual Stockholders' Meeting so that it's accessible to all is very positive. Mr. Winkeljohann, I'd like to praise you for that. Also, Mr. Achtleitner, I imagine that you contributed to this as well. That was also similar to Deutsche Bank. We see this positively. We shouldn't only focus on the negatives, if there are also positives, Professor Winkeljohann, then we would also like to stress these positives. We know each other personally, and I value you. The calm way that you present the entire situation at Bayer is fatal. That's not all your fault, of course. Ratifying the acts of the boards requires mandatorily that general questions on the Annual Stockholders' Meetings are asked and answered. Many other questions from previous speakers have been asked.

I have a few general questions for the Bayer group. Dr. Paul Achtleitner, I would also like to say hello to you. I am delighted to see you personally once again at Bayer. At Deutsche Bank, you did excellent work. I hope that the same will hold true of your work together with Professor Winkeljohann at Bayer, because Bayer is doing terribly. We see similar processes that were doing very badly at the time at Deutsche Bank as well. Mr. Achtleitner, you were severely criticized. Ultimately, in 10 years, you were able to change the situation for Deutsche Bank quite well. Perhaps it's not exactly where it should be, but it is doing better, and that's down to you. Together with Professor Winkeljohann, I believe that you might also be able to do the same, because you could lead to a recovery for Bayer.

I'd like to offer you a very special statement with this in mind. Professor Winkeljohann, Mr. Bill Anderson, an Annual Stockholders' Meeting is not an opportunity to pat each other on the back. It is an opportunity for the stockholders, the real bosses of Bayer, to have dialogue with the boards. Today, we the stockholders hold nothing in our hands. That is what a journalist said about this. The many negative contributions that I heard at the last Annual Stockholders' Meeting in 2024 as well also indicate how much movement in these empty hands and how many different opinions were present. The stockholders should consider that there are differing opinions, and of course, they should be able to make their statements. Mr. Winkeljohann, stopping one of them midway through a contribution is not a good thing.

The speaking time, which should be between four and six hours, cannot be applied at Bayer, because if so many incredible things happen like at Bayer, and if you're doing so badly, then you might well have to do a couple of hours of overtime. You might well have to have a longer Annual Stockholders' Meeting. Mr. Achtleitner knows exactly what I'm talking about. I can remember Deutsche Bank's Annual Stockholders' Meetings that finished at 11:00 P.M. or later. The boards were absolutely exhausted, but were delighted that they were able to convey what they needed to, and that the meeting was simply over. You cannot expect from stockholders that they are able to finish an Annual Stockholders' Meeting within four hours if the situation is as bad as it is. You have to let the stockholders speak, because the stockholders are the owners.

They are the most important part of an Annual Stockholders' Meeting. The meeting only takes place because of the stockholders. You should consider that, Mr. Winkeljohann. I also wanted to ask you. I submitted a motion as Mr. Giebel, not the same, of course. I would like to have an answer from you. I wanted to do the same last year and was not allowed to. You have already closed the list of speakers, but that is counterproductive. The list of speakers can only be closed after all spoken contributions have been made and questions answered. You only have two and a half minutes more, so please do use your time to ask your questions. You should really listen to what I am saying very carefully, because then actually it would not be necessary. There are so many aspects that seem rather odd here.

Mr. Winkeljohann, Mr. Achtleitner, you are very good speakers. You are experienced in rhetorics in terms of the legal analysis thereof. I do not want to go into too much detail on that, but you should perhaps offer a statement on this. I would also like to hear about the tariffs and the strains that that is placing on Bayer. How does it concern Bayer? Are you able to sort anything here with Trump like VW is doing, Mr. Blum? It seemed almost to be a fairy tale. EUR 168 per share. Afterwards, the share price crashed to EUR 18. An all-time low was EUR 10 at Allianz, for example. I can remember similar situations. 2003 or prior to that, there were also problems in the U.S. The Bayer shares were EUR 10, but they certainly recuperated.

I am optimistic that we can achieve what we did back then with Mr. Achtleitner, with Mr. Winkeljohann, that the share price will improve. Many, many stockholders have lost a lot of money with their Bayer stocks. You should consider that too. Billions in lawsuits without an end in sight in the U.S.A. I'd like to offer a statement on this as well. EUR 0.11 of dividends is really just disappointing if we consider the compensation of the Board of Management of EUR 12 million. That was not mentioned. That is a dividend indication of over EUR 109 million. That is unbelievably high. Mr. , thank you very much. Your time is up. I can only hear you with very low volume. I'm afraid that I must now deactivate you. Please make a final remark. I also wanted to ask about the attendance list, whether that can be downloaded as a PDF. What is the difference? If you could let me know about that, what the preference is.

Very finally, I would like to wish you all the best. Perhaps go and have a glass of wine after the Annual Stockholders' Meeting. That is not going to be after four hours.

Norbert Winkeljohann
Chairman of the Supervisory Board, Bayer

Thank you very much, Mr. Oswald. Stay healthy. L adies and gentlemen, after Hans Oswald, we now move on to Michael Ruoff. I would like to ask Mr. Jörg Ulrich Giebel and Mr. Jan Pehrke to be ready. Mr. Ruoff, first of all, the floor is yours.

Michael Ruoff
Chairman, Academia Group

Hello. Ladies and gentlemen, stockholders, members of the boards. It is a shame that we are once again not meeting in presence this year in person. I certainly prefer meetings in person than internet meetings. Other companies, Henkel in Düsseldorf, for example, have already returned to normality. I was there three days ago at their Annual Stockholders' Meeting.

This desire of most private stockholders for an Annual Stockholders' Meeting in person has once again been arrogantly ignored. These managers seem not to want any direct contact to their stockholders, even though we are the legal owners of the company. In neighboring countries, almost all Annual Stockholders' Meetings are held in person, often in hybrid format to allow for virtual participation. The German companies should also manage this in the future. Looking at the financial reports, I have no questions, because I was not sent an example of this to prepare before this meeting on paper. For the elderly or for those with seeing problems, it is very difficult to read all of this on a computer, and many of us are unfamiliar with the technology needed for it. Corporate social responsibility comes to mind. The Board of Management has not offered this. Could that be improved?

We, older people, also want to be involved. I also have a general question relating to CSR and CSRD regarding the sustainability report reporting. How is the management dealing with the NGOs? Are these relationships necessary? Why and to what extent? Do we not now have far too many NGOs who are determining too much? Firstly, how many contacts did the members of the first two management levels have with NGOs in 2024? With economic and lobbying organizations? Please name those organizations, at least the most important ones. Secondly, what costs did this incur, and what individual expenditures were accrued for the most important NGOs? To what seals or medals did this lead to that seem to be so highly prized for the company? I would also be interested to know about contact between the boards with the regional and federal government and also committees thereof in 2024.

What meetings took place and with whom? Does Bayer AG have its own lobbying offices at the federal government, the EU, and in the U.S.? The next question is the tax payments of Bayer AG. How much organizational and company tax was paid in 2024? Firstly, in Germany. To where and to which regions? Which three districts received the three highest sums? Secondly, please inform us of the entire tax broken down by the five largest recipient states. The third complex question relates to the Bayer shares. The numbers are just incredible. Mr. Nickl, CFO, do you know which financial tools are aware for our shares? More than 10,000 different securities or stocks in relation to Bayer shares. That is what there are. Two shares seem to be okay. Then we have 26 bonds from Bayer. That's also fine.

We have 1,000 optional papers and certificate papers, Minis, Turbos, Vectors, Diversibles, Discounter, Longs and Shorts, and many other synthetic financial tools. On the contrary to Henkel, Bayer was unable to find any exact numbers. No investor relations colleague wanted to submit them. I have a question on this. What do we need these tools for? Who's earning money on them? According to a study, private buyers of such papers lose three-quarters of the money that they invest. I have a further question on this. The investor relations department on Merck consulted on all of these tools and papers and said that the dubious company Bayer actually abuses these instruments for their financial gain. That is all that I had to say, Mr. Winkeljohann. I look forward to hearing your answers on them, and I would like them to be sent to investor relations.

As a stockholder, I would like to thank all employees of the Bayer Group for the work that they did in fiscal 2024, which has enabled us pensioners to receive a low dividend that enables us to bear the rising costs of inflation slightly easier. I do, of course, hope that the dividends will increase in the future. Thank you very much.

Norbert Winkeljohann
Chairman of the Supervisory Board, Bayer

Thank you very much, Mr. Ruoff, for your contribution and your questions. Next, I'd like to ask Mr. Jörg Ulrich Giebel to take the floor. Mr. Jan Pehrke and Ms. Alice Werner are asked to get ready to follow after Mr. Giebel. Now, Mr. Giebel, you've got the floor.

Jörg Giebel
Managing Director, JKB Kunststoff‑Beteiligungs‑GmbH

Mr. Chairman, ladies and gentlemen, first of all, thank you. It seems that my proposal to vote out the chair had a positive impact because all shareholders are given equal treatment.

According to Section 25 of Stock Corporation Act and Section 25, Subsection 4 of Stock Corporation Act and information according to Section 131, Subsection 4 of the Stock Corporation Act, I ask for information to be provided. On the requests for or on the comments, I hereby once again repeat that I wanted to have answers to my questions already asked because they relate to the past fiscal year, which today's ASM is dealing with. Now, once again, let me ask how many shareholders or shareholder representatives have asked for the floor today at the ASM at 11:00 A.M. and when the speaking time was limited to 10 minutes and thirdly when the list was closed at 1:15 P.M.

My next question is about the Soccer GmbH Bayer 04 Leverkusen Fußball GmbH , which gives us revenues, profits, and loss of the Bayer 04 Leverkusen Fußball GmbH and the compensation of the general managers. How high were the expenses of Bayer AG for the Soccer Club all in all in the last two fiscal years? My next question is about false doctors on the Supervisory Board in the past few years. Mr. Oswald always asked about false doctor titles. Let me comment on this specifically. At the last shareholders' meeting, Ms. Nancy Simonian was introduced as Dr. Nancy Simonian to the ASM and the publications of the group.

She is still carrying the title Dr. Simonian. Dr. Simonian got the academic degree of a medical doctor, MD, and this medical degree, MD, Medizin, Dr., Doctor of Medicine, is a so-called professional doctorate, which in the U.S. is considered the completion of a university program, which is similar to a state's exam in Germany. Holding such a U.S. doctor's degree is possible only in the original type and form. Using the German title Dr. or Doctor is not permitted because a corresponding thesis has not been written. According to the 31st of March 2008 regulations due to Section 69, Subsection 6 on the University of the Law and Universities of the State of North Rhine-Westphalia.

Now, in accordance with that law, the titles containing the abbreviation Dr. Now, in accordance with that law, the titles containing the abbreviation Dr. Must not be used to replace the German doctor's title if such doctoral degrees have been obtained in other countries which are not in line with the German doctor titles. According to Section 132 of the German Criminal Register, holding such false titles and using them in Germany is subject to respective prosecution. Therefore, let me ask, when Dr. Simonian was presented for election, why were the shareholders not given a clear picture of her doctor's degree? In accordance with Section 132 of the German Criminal Code, let me ask whether the Management Board has taken steps to immediately remove that false doctor title of Dr. Simonian from all documentation. Ms. Ertharin Cousin is still shown as a doctor of law of the University of Georgia in the U.S..

How once again, this is a so-called professional doctor, which in the U.S. is equivalent to a regular German MA program, and holding such a professional doctoral degree is only permitted in its original form. Using this in the German context of a Dr. or Doctor is not permitted according to German law. Therefore, I've got the following question. Why did the Management Board and the Supervisory Board deceive the shareholders when Ms. Kerrin was presented as a doctor, although she did not write the respective thesis and accord with German law? My question is whether the Management Board is willing to immediately remove the false doctor titles of Ms. Kassel from all publications of the group. Why was the Nomination Committee not able to identify such things beforehand? In spite of my written notification, why did no one respond to that last year?

My last question is, are the two ladies physically present in Germany, and are they aware of the fact that this represents a criminal offense and that they might even be arrested for that? No, on the legal counseling, let me ask you, please give us the number of lawyers present or involved in the ASM. How many lawyers are members of law firms which are not part of the Bayer Group, and how are the costs of these employees? Please give me the five law firms with the highest level of costs and the respective amount of the costs. Now, regarding the severance pay, please give us the total severance pay in the last two fiscal years in EUR within the group. Please give us also the five highest individual severance payments in the last two fiscal years.

My next question is the compensation payment for severely handicapped. Please give us the amount that was paid for the companies of the group as compensation for severely handicapped people employed. Why did the company not meet the required limit for employment of severely handicapped people? Give us the companies of the group with the lowest number of severely handicapped companies. Furthermore, please give us the total cost of this year's and last year's ASM, including the five highest items, and give us also the numbers regarding the cost of catering for the Management Board and the Supervisory Board separately. Please give us also the number of participants that have registered at the start of the ASM, the highest number of participants during the ASM and the lowest one. Please give us also the number of internal and external staff involved in the ASM.

Regarding gifts, I've got the following question. Please give us the cash of non-tax deductible gifts in the past fiscal year. Was a corporate tax paid by the recipients of the gifts, and to what extent did the company pay for such taxes on gifts presented? Please give us the five gifts with the highest value, and please give us the value of gifts presented by business partners to members of corporate bodies and the individual members. Were those taxes for those gifts? Did the respective recipients also pay corporate taxes? Is there any directive or policy for accepting gifts? Are the Management Board members and the general employees subject to the same policy regarding gifts? Donations, please give us the number of donations paid during the past fiscal year and the five recipients with the highest amounts. To what extent were donations given to political parties?

Please give us once again the recipients and the respective amounts. Regarding employees, I've got a question. Please give us the respective share of female and non-binary employees for the levels, board levels minus one, minus two, minus three. For how many employees was compensation in the last fiscal year above EUR 100,000, EUR 300,000, EUR 500,000, EUR 1 million? Regarding the works council, I've got a question. Please explain us the model of the compensation paid to fully dedicated works council members. Please give us the number of fully dedicated works council members, and please give us the highest, lowest, and average overall compensation of works council members in the group who are full-time works council members. According to German court rulings, you are not allowed to deny a disclosure of such numbers for confidentiality reasons.

Now, regarding notary public, my question is, which criteria and qualifications did the Management Board and Supervisory Board apply in selecting the notary public? How high is the compensation of the notary public for today's ASM? Did the notary public in 2023 and 2024 carry out any notary activities for the group or for the companies of the group? Which were these activities, and how high was the compensation that he received for such activities in the years 2023 and 2024? Regarding extra hours, please give us the number of extra hours in the past fiscal year which were forfeited without any financial compensation. Please give us the five main reasons for extra hours forfeited.

Norbert Winkeljohann
Chairman of the Supervisory Board, Bayer

Your time is up, Mr. Giebel.

Jörg Giebel
Managing Director, JKB Kunststoff‑Beteiligungs‑GmbH

Please give us the number of extra hours which were paid extra in the years 2023 and 2024 and the total amount. You told me that I would see the clock ticking down.

Norbert Winkeljohann
Chairman of the Supervisory Board, Bayer

Your time has expired, Mr. Giebel. You should now come to a close, please.

Jörg Giebel
Managing Director, JKB Kunststoff‑Beteiligungs‑GmbH

I already said my final statement, which was, "Thank you very much."

Norbert Winkeljohann
Chairman of the Supervisory Board, Bayer

Wonderful. Thank you very much for your questions and your contribution. Ladies and gentlemen, we've got Jan Pehrke now as the next speakers. After that, I'd like to ask Ms. Alice Werner and Mr. Wolf, Günter Wolf, to get ready. Mr. Perke, the floor is yours.

Jan Pehrke
Journalist and Member of the Board, Coalition Against BAYER Dangers

Ladies and gentlemen, my name is Jan Pehrke. I'm a journalist, and I'm a member of the board of the Coalition Against Bayer Dangers. First of all, I'd like to state that I do not understand at all that this ASM is once again being held virtually. There is no objective reason for this.

The only reason is that Bayer wants to shy away from the criticism it will be facing. However, we from the CBG still have a preference for in-person meetings. That is why this morning a rally was held in front of Bayer's headquarters at the same time as the ASM started. Critics in genetic engineering, farmers, and other persons participated in that rally. I would like to pass on some of the information from that rally to this ASM. Now, first of all, about supply chains. The Bayer supply chain report 2023 already included some violations of human rights, labor laws, and health standards. According to the German Handelsblatt magazine, there is no other German company with such a large number of respective breaches. This might be due to the fact that Bayer took a closer look at these things. I admit that.

Thus also identified more breaches than others. We would welcome that. However, transparency does not remedy the situation, especially when it comes to serious violations like child labor, obstructing the work of works councils, hazardous activities hazardous to health, not paying a fair compensation, and discrimination at the workplace. Here, I've got the first questions on this. On child labor, where exactly did child labor occur and how many children were affected? In the supply chain report, Bayer points to the seeds supply chain as a special risk. Therefore, let me ask you, how many supply contracts do you have with seed companies? It was mentioned this morning that Bayer just recently in Zambia took a major corn seed plant into operation. There are seed suppliers supplying to that center who employ 15,000 seasonal workers.

Now, with these 15,000 seasonal workers, how did Bayer make sure that these do not include any children? I also would like the Management Board once again to tell us exactly what the other items are, which I touched upon, namely, where exactly was the work of works councils obstructed, and where exactly did people not receive fair compensation, in which countries, and what were the exact circumstances? I also would like to ask about supply chain breaches in the year 2024. So far, we haven't received any supply chain report. I also wanted to ask whether Bayer intends to create such a supply chain report for 2024 or not. The new German federal government, in their coalition agreement, announced to abolish the Supply Chain Act, and for the EU Supply Chain Directive, simplifications have been announced.

There was also a lobbying meeting of Bayer representatives with the representatives of the EU Commission for the Economy. I would like to know about the details of that meeting, which took place in December 2024, and what Bayer had asked for in that meeting. A second thing, which was also touched upon in our rally this morning, it has also been mentioned several times today here, is Parkinson's caused by pesticides. Parkinson's caused by pesticides was last year recognized as an occupational disease of farmers in Germany. That means, once again, this is an official confirmation that pesticides cause diseases. You cannot get any clearer messages. According to our most recent messages, 20% of all pesticides bear that risk of causing Parkinson's. About 600 pesticides were covered by that study, and 20 were identified as having an increased risk of Parkinson's, and this also includes glyphosate.

The pharmacy insurance expects additional costs of EUR 570 million per year due to that disease now being accepted as an occupational disease. This clearly shows how high the costs for society are that are related to pesticide production. I have a question on this. Is Bayer willing to pay a share of these costs? Glyphosate and its legal side effects are also the main reasons for Bayer's political activities in the U.S.. We have just heard that Bill Anderson was not attending the official inauguration of Donald Trump. The German media coverage was a different one, so I ask you to elaborate on this. Bayer's U.S. boss, Sebastian Guth, was present at Mr. Trump's inauguration, and he also reported on LinkedIn on that. Let me quote on this.

During the address of President Anders, I above all thought about one line: 'The impossible is what we are best at.' This line inspired him to something else. I quote, 'Namely, to contribute my due share to cooperate with the Trump administration to make the impossible possible for all Americans.' I would like to know what this means to Bayer. How exactly does Bayer intend to cooperate with the Trump administration to make the impossible possible for all Americans? That LinkedIn post of Sebastian Guth has triggered an immense response. I would like to quote two of them. The first one is, 'How can a politically independent company celebrate the election of a president who is harmful in many respects for many nations?' Bayer, it is a shame for you if such a high-ranking representative of the company makes such a statement.

There was a second post by a former Bayer employee who was above all worried about the Bayer employees belonging to minorities. He wrote the following. Now, I wonder how all of this will affect the colleagues from the LGBTQ community, immigrants in all communities, which President Trump is targeting. Please support them. That's what he asked for. Now, the background to this is, and we've heard about this today, is namely that the Trump administration is exercising pressure on companies to reduce their DEI programs on diversity, equality, and inclusion. I would like to ask whether Bayer is going to give in to such pressure or whether it's going to maintain its programs. The answers given so far are not really specific. Bayer once stated that it would take the necessary steps to maintain its economic success while remaining true to its principles.

Now, if the economic targets are threatened, will Bayer then give up its principles and targets? Maybe you can comment on this as well. In one specific case, Bayer has already given in because actually Bayer today wanted to present the climate plan and submit it to the shareholders for a vote. Bayer decided not to do so after major investors had advised against this because the investors felt that during a time where you've got a U.S. president denying the climate change, this might not be the best approach. Let me ask you, who were these major investors who advised Bayer against doing so? Was it maybe BlackRock?

Of course, on top of everything, the Trump administration not only denies climate change, it threatens minorities, it ignores court rulings and the Senate, it claims territorial regions such as Greenland or Canada, and Bayer nevertheless supports the Republicans. According to the recent numbers of March of the Federal Election Commission in March, Bayer once again massively supported Republican politicians. Here my question for Bayer is, is there a red line, a political red line for Bayer in terms of supporting the Trump administration? Because if you say, "If Trump does this, then we're out, and then we're not supporting Republicans anymore." That's what I'd like to know as well. Now my last question. All of the matters which were raised today by critical shareholders clearly indicate that Bayer is willing to sacrifice everything just in the pursuit of its profits.

To stop this for us from the Coalition Against Bayer Dangers, there is only one solution, namely, to put the group under democratic control. If the company continues to pursue this policy, then this is something that is not acceptable to us. Therefore, I call upon all shareholders not to approve the acts of the Board of Management and Supervisory Board and to support the counterproposal of the Coalition Against Bayer Dangers.

Norbert Winkeljohann
Chairman of the Supervisory Board, Bayer

Thank you very much, Mr. Perke. The next speaker now is Ms. Alice Werner. Ms. Werner, I would like to ask the last two speakers, namely Günter Wolf and Daniel Werner, to get ready. Ms. Alice Werner, you now have the floor.

Alice Werner
Bayer

Thank you very much. I am speaking on behalf of the Coalition Against Bayer Dangers, and thank you once again for allowing me to speak on behalf of the Bayer parents.

My name is Alice Werner. Ladies and gentlemen, in spite of all of the achievements of civilization, we owe our existence to the atmosphere that surrounds us and only the very thin layer of earth underneath our feet. Atmosphere consists of nitrogen by 78%, 21% of oxygen, and 1% of precious gases and trace gases. Plants require nitrogen, whereas we, the humans, like all beings, require oxygen to breathe. If the atmosphere only consisted of these two main gases, namely nitrogen and oxygen, our earth would be an icy desert. Thus, the global average temperature across the entire globe measured over one year is 15 degrees Celsius. Now, without that minor share of trace gases, it would be minus 18 degrees. These precious gases and trace gases make a major difference, and they are of enormous significance for all beings on this earth.

For earth proper, it really is not relevant whether and at what concentration they exist in the first place. These precious gases and trace gases consisting of water vapor, nitrous oxide, and titanium, why are they so special? This 1% of these gases causes the natural greenhouse effect, which means the sun radiation is allowed to pass towards the earth, but the heat emitted by the earth is absorbed on the other hand by these gases and thus sent back again. Thus, there's more energy reaching the surface of the earth than without these trace gases. This natural greenhouse effect caused by the greenhouse gases is the cause of the heating up of the surface on the earth and the friendly temperatures on our planet during the last 10,000 years, during which our civilization has evolved so positively.

The anthropogenic, that is, man-made additional greenhouse effect due to the increased emission of various greenhouse gases, especially CO2 and methane, since the era of industrialization means that fewer heat can be released into space. Any additional emission leads to further increase of temperatures until at some point we are not combusting any fossil fuels anymore. The 1.5-degree limit of the Paris Climate Protection Agreement has already been exceeded, unfortunately. Climate gases gather in the atmosphere because their decomposition in some cases takes up to 1,000 years. The 1.5-degree limit is not just any arbitrary limit, but it rather represents the level up to which there are still the best chances of survival for mankind. A temperature increase beyond the 1.5-degree limit means that we're heading for certain tipping points in nature, such as the collapse of the most important Atlantic regional overflow circulation regulates the climates very much.

It transports hot salt-based water from the tropical areas all the way up to Iceland and Spitsbergen. Once it has then released all of its heat, that air and the respective water drops down and flows back into the Southern Atlantic. There are two aspects that are relevant here, namely temperature and salt content. Melting water of the ice from the poles and from the glaciers reduces the salt level in the sea, however. At the same time, however, the global oceans are seeing increasing temperatures, which means the system is getting out of balance. It has already slowed down very much that global circulation is about to come to a full stop. Due to melting of the ice, the global sea level will rise by several meters. By the middle of this century, all of the world, cities close to the coastal region will be flooded.

This also includes cities in Germany, such as Hamburg and Bremen that are threatened. We have to reckon with so-called climate refugees even within Germany. People not living in the coastal regions are more and more threatened by extreme weather periods. Periods of long drought alternate with heavy rain periods. Due to the increasing temperatures, the clouds have got much more water volumes they carry along. The rain then hits dry ground, which cannot absorb the water anymore, or fully sealed surfaces, as well as a sewage system, which cannot deal with such huge volumes of water. During the periods of drought, seas and lakes, such as the Rhine or Lake Constance, will have very low water levels. Temperatures in the cities will increase by more than 10 degrees Celsius.

The increase in extreme weather situations in the future depends on the decisions which are taken today on the board levels of companies such as Bayer AG. If we still neglect and ignore these natural limits, the crisis will become more and more in the future. We can really forget about any kind of economic growth. Further issues of economic activities beyond our natural limits is massive waste of resources and the huge waste mountains caused by the production by surplus reduction and luxury production. Considering all of these threats to our climate, I'm asking all of you personally, all of the shareholders present, what do you do in order to put an end to the use of surfaces here in Leverkusen? Have you already thought about the surfaces where such a ceiling could be reversed?

As part of the expansion of the highways A1 and A3 here in Leverkusen, alternative parking space is to be created. Could you imagine to rather develop a shuttle service concept for that purpose, which uses the existing parking space in the area, for example, Bayer parking spaces near Auto Route number B8, or parking spaces such as supermarket stores such as Aldi, Rewe or Kaufland at the Stiksel Street? PFAS are also released into the Rhine River in Leverkusen. Now, these forever chemicals and also glyphosate and all of the toxic materials, now, to what extent can we do without them in the near future? Which kind of research has been done into this in order to improve the chances of survival of our children and grandchildren? Protecting the climate is the basis for protecting our existence.

Thus, it also is the basis for the future economic success of the companies. Would it be rather desirable to become a market leader in this regard? We humans, we are the only species on earth which at some point started producing waste. By now, we have produced excessive volumes of waste, and thus we're wasting important resources just to produce goods, which then end up on the waste disposal sites all over the world or in the oceans. In nature, the idea of waste does not exist. Could you imagine to switch the Bayer activities to the cradle principle in the near future and thus become a market leader in this regard? Make jobs viable for the future.

Do we not need a comprehensive pan-European incentive to avoid waste in the first place and thus being also able to reduce operation of existing special waste incineration plants and avoid construction of future waste incineration plants and sewage sludge incineration plants? In the year 2023, it was announced that in the Bavarian region in Altötting, PFAS were detected in the ground in animals and also in humans, although the presumably carcinogenic substance is not even produced there anymore. Here in Leverkusen, PFAS were manufactured. Are there any studies into the occurrence of such substances in the earth in order to determine the level of forever chemicals in our environment? If not, when can we expect such studies to be conducted like in Altötting? Does the local chemical industry have set up provisions for cleaning up PFAS from the ground?

Norbert Winkeljohann
Chairman of the Supervisory Board, Bayer

You should come to an end now, Ms. Werner, because your time's up. Yes, I'll be done in just a second. Now, for health protection of humans and animals, and if so, to what amount? And if not, why not? I call upon the shareholders not to ratify the acts of the Management Board and Supervisory Board members and rather support the counterproposal of the Coordination Against Bayer Dangers. I'd like to thank all o f you for your attention.

Thank you very much, Ms. Werner. Now the floor has got Mr. Günter Wolf. After that, we've got Mr. Daniel Werner and Volker Hönig. Then we've got one last speaker coming, Mr. Hendrik Schmidt. Now first, it's Günter Wolf.

Kunter Wolf
Member of the Board, Association of Former Orphan

Thank you, Professor Winkeljohann. Ladies and gentlemen, I'm Günter Wolf. I'm a member of the board of the Association of Former Orphans.

I'm authorized by the Coordination Against Bayer Dangers to present on opposing medical tests that have not been approved. I myself was born out of wedlock. From my birth up until I was 18, I spent my life in psychiatric wards and in orphanages. I was then declared unable to be educated. For years, I was abused, and I was subjected to constant medication for eight years, during which Big Pharma was able to reap huge profits because they had low-cost test candidates for their medications. I was therefore medically and therapeutically raped because I was not even asked for my consent. I was administered drugs against my will and the will of my mother. This began on the 19th of May, 1964, and it was gradually reduced in 1972 by the doctor in charge of my ward on instruction from management.

After, at the beginning of November 1972, there were some revelations about this. Now, I've come to my question. When will Bayer declare itself willing to pay for compensation for the very dangerous bodily harm caused to us since 1964 under the regulations that, by the way, are still in force today? What is your answer to this? In addition, I would like to ask the shareholders not to ratify the acts of the Supervisory Board or the Board of Management and instead to vote in favor of the motions of the Coordination Against Bayer Dangers. Thank you for your attention. That was it.

Norbert Winkeljohann
Chairman of the Supervisory Board, Bayer

Thank you, Mr. Wolf, for your very short submission. I would now like to ask Daniel Werner to take the floor and ask Volker Hönig and Hendrik Schmidt to remain on standby. Mr. Werner, the floor is now yours.

Hello, everyone. I'm Daniel Werner.

I have four sets of questions for you. I'll begin with the first one. Here, I would like to speak about micro and nanoplastic contamination. Specifically, my question is, what is Bayer's knowledge with respect to the degree of contamination due to plastic friction entering into products? What is your knowledge on whether at present consciously microplastics are being introduced into creams and balms? Does Bayer envisage to make its packaging less plastic-intensive or to make it completely devoid of plastics? I would also like to know whether the current packaging contaminates the products due to diffusion of micro and nanoplastics. I would also like to know whether Bayer, in its environment and in its production, accounts for nano and microplastics, especially in breathable air at the production sites, which would endanger its workers and employees.

My second set of questions relates to artificial intelligence, in other words, the application of AI. Other speakers today have already asked about this, and your very curt response was not specific enough, in my view. I would like to know the control mechanisms that are in place to prevent erroneous constellations. What do they look like in detail? I'm talking about AI-controlled processes becoming in addition. I would like to know whether Bayer reports to the Ethics Commission in the field of AI or if they are involved in this body, and if so, what areas of Bayer are covered? In what areas are you involved in ethical support of AI? The next set of questions relates to the takeover of Monsanto. It has proven to be an absolute disaster for years already.

What I'd like to know in this respect is the extent to which Bayer intends to pay compensation, or rather, excuse me, to make the people pay for this. I think Mr. Dekkers was then on the Board of Management. Mr. Baumann was also involved in the planning. Mr. Wenning, who was on the Supervisory Board at the time, would also be one of the people responsible for this. In this respect, I would like to know whether you are taking any legal recourse against these individuals who were at the time responsible for the acquisition and the damage incurred by the group as a result of the takeover. The last set of questions I have relates to conducting the Annual Stockholders' Meeting in virtual format. Almost all shareholders would like to have the ASM return to an in-person event.

It leads to some very abstruse situations, the type of which we experienced in the beginning today, where as soon as the teleprompter stops working, everyone freezes to stone. There is a counterexample. The Deutsche Telekom Company conducted its annual general meeting in a very convincing and lively and engaging manner. I do not think it is all about, oh well, I think it is mostly about how a company presents itself to the public and how open it presents itself to the public and to what degree it is willing to field questions in a more spontaneous environment, which perhaps can cushion technological mishaps through people just taking the floor impromptu or making off-microphone remarks.

In this connection, I understand that the German language is very difficult and that it is quite difficult to learn it, but I am quite irritated by the fact that the Chairman of the Board of Management, after approximately one minute of broken German, switched to his mother tongue. The feeling I get from this to a certain degree is that you have someone in front of us whose time is limited, with respect to the office that he has been entrusted with, and that perhaps this great ordeal, of having to speak the mother tongue or the official language of Bayer, which in the end is a German company, may be too much. Bayer is pronounced Bayer and not Bayer, and this is a detail which speaks volumes, if you ask me. That was it from me.

As I said before, I would be happy if the questions were answered more specifically, especially when it comes to micro and nanoplastics, instead of making sweeping statements. Thank you very much.

Thank you, Mr. Werner. This brings us to the last two speakers. One is Volker Hönig, and the next one is Hendrik Schmidt. Mr. Höning, are you ready? The floor is now yours. Mr. Dank. Thank you very much.

[Foreign language]

Thank you very much. The previous speaker did talk about this themselves before as well regarding those responsible for the Monsanto acquisition and the legal fight on this. They aim to claim for damages. What is the exact situation? I look for ward to your answer.

Thank you very much. Thank you very much, Mr. Höning, for your question. For our final speaker, I'd like to invite Hendrik Schmidt to the floor. Are you ready? I'm ready. Mr. Schmidt, are you ready?

Hendrik Schmidt
Head of Stewardship, Corporate Governance, and Stewardship Expert, DWS Investment

Thank you, Chairman. And I would like to. Thank you very much, all of those who provided questions as well. I have a couple of questions, one regarding payments made to political associations in the U.S.A. You referred to the Bayer PAC, which is a voluntary independent organization of Bayer employees that make voluntary payments, but you did not mention the amount or the extent thereof. If I were to search online, I would find information that is not verified by Bayer. I would like to ask you for confirmation as to whether it is correct that in 2024, expenditures of approximately $220,000 were paid to candidates from the Bayer PAC. I would like to have this confirmed by you. The second follow-up question is in reference to Mr. Weisser's appointment. You mentioned that he is a senior consultant at Temasek, but that he is not involved in their stakes in Bayer. I find this jarring.

I would like to know how it can be ensured that his appointment to the Bayer Supervisory Board is not in conflict with his work at Temasek. Those would be the two questions that I have. Thank you very much.

Norbert Winkeljohann
Chairman of the Supervisory Board, Bayer

Thank you very much, Mr. Schmidt. Ladies and gentlemen, this brings us to the conclusion of our speakers' list. We have a great number of questions that are still being worked on, but I would now begin with the answers for these questions. At any rate, we would have to interrupt the meeting to prepare the further questions. I would like to ask Bill Anderson to begin with his answers, and we will then pass the floor to the further members of the board.

Bill Anderson
CEO, Bayer

Okay. Mr. Rudolph, you asked whether Bayer has lobby offices in Germany, the European Union, and the United States. I can confirm that, yeah, Bayer maintains political liaison offices in various capitals, including Berlin, Brussels, and Washington, D.C.

Mr. Oswald, you were asking about the development of the share price in connection with litigation in the United States. Generally speaking, we are not happy with the performance of our share price. This is why we initiated a comprehensive program that addresses the major challenges of our program. We are positive that we can create added value for our shareholders. As part of this, we are also addressing the legal issues in the United States of America. Stefan, perhaps you can take the next question.

Unfortunately, the microphone of Mr. Winkeljohann isn't on right now .

Stefan Oelrich
Head of Pharmaceuticals Division, Bayer

Mr. Oswald, you asked us whether you could receive the attendance register as a PDF today. You can look at the full attendance register in the shareholder portal. Downloading should be possible given the technical equipment that you have.

Mr. Rudolph, you asked about the possibility to improve the publication of the Annual Report. It is important to us that all shareholders receive the information that they need in a form that is accessible to them. Therefore, we would like to take your remarks on board, and we will review whether, in the future, we can design our Annual Report in such a way that it is user-friendly and legible to all shareholders. Bill?

Bill Anderson
CEO, Bayer

Mr. Rui, you asked about innovations and the extent to which we prioritize human and environmental health. We adhere to the regulatory, ethical, and legal standards for development projects, both in Pharmaceuticals, Crop Science, and Consumer Health. We also have additional internal regulations that go beyond the law. Thank you.

Stefan Oelrich
Head of Pharmaceuticals Division, Bayer

Mr. Ruff, you asked us the extent to which we work with NGOs. Bayer believes that work with NGOs is necessary in order to create transparency, promote dialogue, and to obtain valuable perspectives. NGOs help to improve our sustainability strategy and to implement projects. Although many NGOs have different demands, we believe that this is an opportunity to hear different opinions and to reflect on our approaches. We strive to have a constructive dialogue in order to strike a balance between the NGOs and the practical circumstances in our company. Overall, we are convinced that cooperation with NGOs is decisive in order to be responsible and sustainable interactions.

Mr. Giebel, you asked about the questions that you have submitted in your motion for the agenda regarding the contributions made at the stockholders' meeting in 2024. At the beginning of the debate, 35 contributions were registered. When the restriction was made down to 10 minutes, it was 36. When these were reduced to 5 minutes and when the speaking list was closed, it was 37. Spoken contributions still outstanding.

Bill Anderson
CEO, Bayer

Mr. Van, you asked a question on Parkinson's disease. The development of Parkinson's is complex. Genetic predisposition and many different environmental influences are cited in literature as possible causes. As previously laid out, part of the approval and the approval process for active ingredients and crop protection products, regulatory authorities thoroughly review and evaluate extensive data from studies on toxicology, ecotoxicology, environmental effects, metabolism residues, human and environmental exposure, and epidemiology. No regulatory review has ever concluded that the use of any of the registered products or active ingredients is associated with Parkinson's disease. Julio.

Julio Triana
President of the Consumer Health Division, Bayer

Yeah, Mr. Van, you asked for a statement on the safety of glyphosate. For many years, scientists of the world's leading health and regulatory authorities, including the United States, the European Union, Australia, Korea, Canada, New Zealand, and Japan, have repeatedly concluded in their regular reviews that glyphosate is safe and non-carcinogenic when used properly. For example, in late 2023, the European Commission extended the approval of glyphosate for 10 years. At over 180,000 pages long, the scientific dossier for the reapproval was the most comprehensive ever submitted. Rodrigo.

Rodrigo Santos
Head of Crop Science Division, Bayer

Next question is about the labeling of glyphosate products. Product labeling is based on the safety assessment of the responsible regulatory authorities. In the U.S., these environmental protection agents, in short, EPA, the EPA has concluded that glyphosate is safe and non-carcinogenic when used properly. The label you propose would contradict this. The U.S. is a very important market. Nevertheless, we could be forced to stop marketing glyphosate there due to the litigation industry. Julio.

Norbert Winkeljohann
Chairman of the Supervisory Board, Bayer

Julio, you need to repeat the last question because the translation was not ready.

Julio Triana
President of the Consumer Health Division, Bayer

I'll take the time and answer one of Mr. Ruff's questions about the financial instruments to buy an action and how many there are. [Foreign language]

You asked about working conditions in Zambia. The greatest number in Zambia is offered by our partner office. These are bound to U.S. policy rights, which ensure working conditions as laid down by the United Nations. In addition, the occupational conditions for work in Zambia are applicable. Both checks are carried out frequently. Mr. Wolf, you also asked about the costs in contact to NGOs. We are unaware of costs specifically to NGOs, and we do not maintain these in lists. We are in regular exchange with these organizations, including NGOs, and the exact information can be derived from our publications.

Bill Anderson
CEO, Bayer

You asked about the vision for agriculture in global thought. Our strategy to empower smallholder farmers is aligned with the United Nations Global Sustainable Development Goals and integrated into our regional commercial strategy. Our Crop Science division supports these smallholder farmers with high-quality seeds and crop protection products, technologies, and services. As part of our commitment to sustainable agriculture, we are pursuing ambitious sustainability goals through 2030. One of these goals is to support a total of 100 million smallholder farmers in middle and low-income countries by improving their access to agriculture products, services, and partnerships.

Stefan Oelrich
Head of Pharmaceuticals Division, Bayer

Herr Giebel, you asked about political donations. Bayer as a company does not make political donations to politicians, their parties, or any candidate vying for a political office. However, the law in the U.S. allows at a state level that individual candidates can be offered donations by political action committees with a specific type of donations. These are only voluntary donations of the employees and therefore not donations of the company. Mr. Giebel, you also asked how many stockholders had offered spoken contributions. Today at 11:00 A.M., it was 17. When the restriction was made, it was 21. When the list was closed, it was 22. Mr. Oswald, you asked about the consequences of U.S. tariffs for Bayer AG.

As we've already stated, we are monitoring the situation in the U.S.A. continuously for its potential consequences to our supply chain and business relationships. Given different production locations, raw materials, and divisions, of course, these consequences depend on various factors. In terms of direct effects, there could be indirect effects on our Crop Science business. Ultimately, with all of these geopolitical changes, it is, of course, of fundamental importance to maintain the stability of our supply chains in order to minimize negative consequences. We are well positioned in order to ensure this.

Mr. Giebel, you asked whether the Trump administration is putting pressure on our DEI policies. You asked whether Bayer would bend to this pressure or whether they would maintain their policies. We are monitoring the situation in the U.S. in order to better understand the possible consequences on our company. We are working proactively in order to advance the company and at the same time in order to stay true to our values. An inclusive environment with equal opportunities for all is still of the greatest importance to us. We want to make sure that equal opportunity and inclusion for all are maintained.

Bill Anderson
CEO, Bayer

In the context of our vision, health for all, hunger for none. Our solutions help feed a growing global population in times of climate change. The safety of our products is always our top priority. All of our products we market undergo rigorous safety studies by regulatory authorities in many countries. We also have high internal safety standards that we apply to all of our products. These are consistent worldwide, even if they are stricter than local regulations in some countries. We also conduct numerous trainings worldwide every year on the responsible use of our products, especially in the global south. In 2023, we had reached almost 5.3 million farmers.

Rodrigo Santos
Head of Crop Science Division, Bayer

Mr. Ruff, you asked about the number of the contacts between the first two management levels in 2024 with NGOs and with lobby associations. The exact number is not maintained throughout the company, but the transparency register records this comprehensively. For example, we see that the EU Transparency Register creates automatically generated lists, and the Bayer members with the EU or its cabinet, with its director general for information from the cabinet or the directorate general, we had published in the transparency register for Bayer central policy areas that were important, under which we therefore do engage in exchange of knowledge for democratic purposes for the U.S. Senate, the German Bundestag. For this, there is additional specific information available.

Bill Anderson
CEO, Bayer

You asked also about our concept of responsible innovation. As a life science company, innovation is an integral source of our value creation. The customer is always at the center of our focus. At Crop Science, the focus is on developing modern technologies and innovations in the areas of crop protection, seeds, and plant traits. As a leading company in the agriculture sector, we have an obligation to oversee the entire life cycle of our products, and we fulfill this obligation. This ensures that our products are produced, distributed, and used responsibly.

Heike Prinz
Chief Talent Officer, Bayer

You asked about the Works Council meetings, and when it comes to paying the Works Council meetings, we stick to the requirements of the constitutional act. It's a question of the principle to the extent to which, according to Section 37, Paragraph 2 of the law, that they get the same pay that they would get when they took over their office and depending on their qualification of the equivalent colleagues. Without such an office, the payment for these is based on the collective wage agreements and the normal agreements in the company. Basic pay and adjustments are reviewed on an annual basis. Other possibilities are based on the principle of the law and also on the company regulations. Works Council members don't get indirect or hidden compensation.

Their position as a local Works Council member or a group Works Council member is based on the responsibility that they are on a par with the management, and this is what is taken into account when reviewing the amount for the Works Councils. Abroad, the situation is the same for the Works Council members and members of similar foreign bodies in the country where they are based on legal requirements as well as collective wage agreements. In addition, you asked about the number of Works Council members who are full-time Works Council members or a similar situation. In Germany, we have 62 such Works Council members. Abroad, we have 7 of comparable foreign bodies, for example, in Spain and in Belgium.

You also asked about the highest, the lowest, and the average amount of the overall compensation for the Works Council members who are working as Works Council members full-time. The maximum amount in Germany is EUR 144,040, the total amount. The lowest overall pay in the group is EUR 39,948. The average overall compensation amounts to EUR 83,071 .

Wolfgang Nickl
CFO, Bayer

Mr. Giebel, you asked about the cost for the ASM based on the five major cost factors, and we consider catering, etc. The cost for this virtual ASM is something that we cannot give you a final figure on right now because it has not come to an end yet, but we expect costs of approximately EUR 2 million. The cost for the ASM in 2024 were about EUR 2.2 million. The largest cost items are the transmission and back office technology, HR costs, as well as postage for sending out the documentation for the ASM. Costs for the Board of Management and Supervisory Board, there is no extra catering amount. The catering costs for all service providers amount to about EUR 56,000 for the total period, including preparation as well as work after the ASM.

Bill Anderson
CEO, Bayer

What are signs for a better life can only be understood as a regionally selective slogan. We strive to ensure that our corporate activities and innovations are aligned with global standards while also being tailored to local needs. Our commitment to sustainability and our mission, health for all, hunger for none, are central components of Bayer's global business activities.

Heike Prinz
Chief Talent Officer, Bayer

You asked if we have ethical values and if they are at danger. We feel very committed to our slogan, and every compass in our business is something that we share throughout the world. Mr. Merkel, you also asked about 2024 and what about the supply chain violations and any situations there, and do you plan to prepare a supply chain report? Right now, we're finalizing the report in accordance with Paragraph 10 of the supply chain law for fiscal 2024, and we plan to publish this in the next few weeks. Figures on suppliers and relevant risks, as well as other details, can then also be read up on once this has been published.

Bill Anderson
CEO, Bayer

Mr. Perk, you asked a question on Parkinson's disease. We already answered that question earlier today, so we can refer to that question.

Heike Prinz
Chief Talent Officer, Bayer

Mr. Giebel, you asked about the disabled compensation in the past fiscal year. The amount of this for this company, companies in Germany, were a total of EUR 69,029.50. You also asked about the reasons for the legal requirements for the employment of disabled individuals have not been met. Bayer has set itself the goal. They want to have an inclusive working environment to meet all the needs of all of our employees. For Bayer AG in Germany, the legal requirements have been fulfilled. Due to the size of additional companies as well as the activities they perform, it is not possible to have the appropriate workspaces for them to be made available to meet their special needs. In addition, you also want to know which five companies had the lowest employment rate.

Wolfgang Nickl
CFO, Bayer

We would mention Pallas Insurance 0%, Invite GmbH, 0%, GmbH, and Coke AG, 1.08%, Bayer Intellectual Property GmbH at 2.21%, and the at 2.84%. Mr. Giebel, you asked about the balance sheet amount and the net sales, etc. for Bayer Leverkusen. We had profits and other amounts minus materials amounting to EUR 387 million and profit or loss of the company amounted to zero euros. The balance sheet total was EUR 362 million. The figures will be published at the end of May 2025. This will be published by the German Football League or Soccer League. You also asked about the overall compensation for the management at Bayer Leverkusen GmbH. As you know, they only have two managing directors, so please bear with us.

For reasons of data protection, we cannot give you any detailed information on these amounts, but you can assume that the compensation for the managing directors for Professional Soccer League would be within the normal amounts for this activity.

Bill Anderson
CEO, Bayer

Mr. Winkeljohann , I will repeat my answer on the questions of Parkinson's disease now with the translation in German. The development of Parkinson's is complex. Genetic predisposition and many different environmental influences are cited in the literature as possible causes. As previously laid out, part of the approval and reapproval process for active ingredients and crop protection products, regulatory authorities review and evaluate extensive data from studies on toxicology, eco-toxicology, environmental effects, metabolism, residues, human and environmental exposure, and epidemiology. No regulatory review has ever concluded that use of any of our registered products or active ingredients is associated with Parkinson's disease.

Stefan Oelrich
Head of Pharmaceuticals Division, Bayer

Mr. Giebel, you asked about the legal experts. We have 13 lawyers in the back office as well as a patent attorney in the legal affairs division. We also have two external lawyers from the Linklaters Law Office present here today. Mr. Oswald, you wanted to know if you can submit a motion.

Norbert Winkeljohann
Chairman of the Supervisory Board, Bayer

The list of speakers has already been closed. Once that list has been closed, it is no longer possible for you to make a statement. If you want to submit a motion for the bylaws, then you should note that in the shareholders' portal.

Stefan Oelrich
Head of Pharmaceuticals Division, Bayer

Mr. Perke, you asked about our climate plan as well as the investor's assessment when it comes to, say, on climate. In 2019, we started a comprehensive climate program in order to reduce the greenhouse gas emissions at Bayer, and we are committed to that. The decision and vote on, say, on climate is not on today's agenda, and this is due to a detailed analysis of the expectations of our investors. Further details with regard to the specific position of certain investors is something that we cannot share with you. Mr. Perke, you asked about Trump's inauguration, and Mr. Anderson participated there, and he explained that to you just a short time ago. Norbert Winkeljohann was not there. He was not at the inauguration, and one of the other shareholders got things confused there.

Wolfgang Nickl
CFO, Bayer

Maybe I can answer another question. You asked why we selected the notary public for the ASM. He asked about his activities and his compensation from 2023, 2024, and 2025. The Board of Management has appointed Dr. Marc Herrmanns for taking the minutes at the ASM. Dr. Herrmanns is someone who has a great deal of experience for major companies, listed companies. The fees for his notary activities and the costs as well as this have been defined, and this is something these amounted to EUR 18,000 net, and in 2024, it was EUR 70,270 net, and in 2025, the fees will be of a similar amount. In 2023, Dr. Herrmanns did not perform any other activities for Bayer.

In 2024, Dr. Hammanns also talked about the profit and control agreement between Bayer AG and Bayer Crop Science, and this is something that was approved by the ASM, and the fees for this were EUR 16,640 net. In addition, Dr. Hammannss was also active for Bayer. He had no other activities for Bayer AG in that year. You asked about our cooperation with the U.S. government, and also it's important to have relations with governments in various countries. Our products improve the health and nutrition of people all over the world. Now, of course, we exchange information with the U.S. information with regard to the benefits of our products.

I can see a question from Ms. Werner asking when Bayer will exit fossil energy. Bayer is active in health and agriculture, and that means that we are not involved in acquiring energy from fossil fuels. Our industrial production processes use fossil sources of energy, especially natural gas, but also as part of our climate strategy. Ever since 2019, we now have a clear strategy to reduce this use. However, whenever technically possible and whenever it's economical, we want to switch over to electrified processes and to operate them with electricity from renewable sources. By 2029, we plan to have electricity from renewable sources.

Mr. Werner, you also asked about control mechanisms for artificial intelligence. Bayer has a number of different mechanisms in order to deal responsibly with artificial intelligence. Bayer has an internal working group on responsible AI, and this is composed of experts from different functions and also to review and adapt any of the guidelines in their application. Bayer has a code of conduct with internal guidelines for generative AI tools as well as requirements for responsible use of artificial intelligence. We count on responsible AI applications, and the decisions are always checked by experts to avoid any bias or any incorrect information. Ms. Werner, you asked about the meaning of climate protection in our business and our climate strategy. This is something that is part of our strategy, and there are two aspects: reducing the greenhouse gas emissions and adapting to climate change.

When adapting or reducing our greenhouse gas emissions, by 2050, we want to be net zero when it comes to greenhouse gas emissions, including the entire value-added chain. When we talk about the market potentials here, which we see in health and agriculture, we also see that this is the transformation as well as access to our products and services, and also to have a socially just transition. At the same time, we also want to contribute by having solutions to reduce greenhouse gas emissions from agriculture. We are convinced that our strategy on climate is not only a contribution to the climate, but it's also a basis for our future economic success. In addition, you also asked about our circular economy and the products in Pharmaceuticals and plant protection and seed. These are almost exclusively made for consumables.

We see recycling or recovery processes, as you can see in the approaches we take towards circular economy. This is not always possible. Recycling products from pharmaceutical and chemical waste is based on a great deal of regulatory and technical obstacles. It is only possible in single cases. We are fully aware of waste management and how important this is in circular economy, and we are committed to reduce waste. We want to promote recycling and to minimize the load on the environment. Mr. Rolf, you asked about our work with NGOs. We see cooperation with NGOs as something that is very important. This is important in order to be transparent, to promote dialogue, and also to have good perspectives. NGOs are helping us to improve our sustainability and to carry out projects. There are many NGOs with different demands.

We see this as an opportunity to hear different opinions and to also reflect on our approaches. We want to have a constructive dialogue so that we can have a balance between the NGOs' concerns and the practical situation of our company. All in all, we are convinced that cooperation with NGOs is decisive in order to act responsibly and sustainably. Mr. Werner, you asked about the amount of provisions for the environment with respect to contaminated property with dangerous substances, for example, PFAS. We can tell you that the amount of our provisions for environmental provision worldwide on the 31st of December 2024 came to a total of EUR 722 million. This amount also includes measures for contaminated property.

Bill Anderson
CEO, Bayer

Mrs. Werner, you also asked to our research into solutions that would eliminate the need for PFAS, glyphosate, and other chemicals. As a research-driven company with a focus on health and nutrition, we are subjected to strict national and international regulations. Extensive safety and efficacy studies, as well as established approval processes, provide us and all other life science companies with a regulatory framework. Our products can only be approved when the risk to humans and the environment has been assessed within this framework. We are constantly researching new active ingredients and continuously improving existing products..

Rodrigo Santos
Head of Crop Science Division, Bayer

Ms. Werner, you asked about soil contamination and groundwater by PFAS, local studies of water and soil. This is something that is decided by the environmental agencies. We abide by the valid requirements, and when we talk about if there's any suspicion of contamination, we assess them on the basis of the local requirements, and the results are then provided to the agencies. This applies to PFAS and other chemicals which we have in our production facilities or which have been used in the past. Mr. Perke, you also asked about a specific question on the supply chain law in 2024. At the date you mentioned, we did not discuss supply chain acts with the EU Commission. At an early point in time, as an industrial partner, we were involved in discussions on German supply chains and due diligence.

We support the promotion of supporting human rights at a European level, and it was important for us at the very beginning to have a constructive solution and a practical implementation for us. This is something that we will continue to do. Our considerations in conjunction with the extension of the highway and the loss of parking spaces instead, we have also, this is for the Bayer 05, we have some plan, and here the adjacent sports clubs and the city of Leverkusen have been included as part of these discussions. We are also looking at other possibilities as well, but it will take some time before this whole process can be completed.

Use of the parking spaces that you mentioned, Aldi, Rewe, Lidl, and other companies, Kaufland, this seems to be very difficult because Bayer 04 often has times when the shops are open and the parking spaces are required for their customers. In the future, we will have to come up with a solution for other people here at the Stelta, the location of this parking space.

Bill Anderson
CEO, Bayer

Mr. Worm, just a clarification to your question before about food safety in the context of our vision, Health for All and Hunger for None. In 2023, we had reached almost 5.3 million farmers with training on the responsible use of our products, not 5.3 billion. Just a clarification on that one.

I have another question for Mr. Rohoff. The payment of corporate tax, trade tax, and property tax in 2024. In 2024, Bayer AG and their subsidiaries paid a total reimbursement, corporate tax and solidarity levy amounting to EUR 32.1 million, and the trade tax was EUR 31.6 million. That was what we paid. Here we had the highest trade taxes paid to the communities of Monheim, Schönefeld, and Jena. The property tax amounted to EUR 8.1 million in 2024, and this included EUR 5.9 million for North Rhine-Westphalia, EUR 2.1 million for Berlin, and EUR 0.1 million for Hessen, the state of Hesse.

Rolf Hoffmann
Member of the Supervisory Board, Bayer

Mr. Werner, you asked if Bayer is involved in the ethics commission when it comes to the use of artificial intelligence.

This is not the case, but we do have an internal bioethics council with 10 independent experts who understand and give us advice and training here on these bioethical questions. One focal area is consideration of the development of AI-based solutions. The advisory board also is given advice on further developments of the principles of AI. You asked about the possible contamination by micro and nanoplastic. The European Commission has undertaken a number of initiatives as part of the Green Deal, and the use of microplastic and their location in the environment is to be reduced. We work on improving packaging of our products so that we can reduce the drawbacks for humans and the environment. What's important for us is that the use of our products is something that has to be maintained, and at the same time, they need to improve environmental friendliness there.

Our employees are always our focus, and we train our employees significantly in order to work safely with the substances used in production and in packaging.

Wolfgang Nickl
CFO, Bayer

Herr Wolf, you asked when Bayer AG would be ready to admit to the problems that were felt by children in. Had been institutionalized. We have some information for studies from 1950 to 1980. These were carried out in special hospitals with regard to bioproducts. Due to the legal and ethical situation and under the requirement that we had the necessary indications, these studies were part of the clinical development program for the substances. These studies included institutionalized children and young people if the medical need or the indication was given. We support the study of all of the situation when it comes to the use of medication and drugs in institutionalized situations between 1950 and 1980 by having access to our historic archives in Leverkusen and Berlin.

The call for financial involvement is something we reject because we are not responsible for the situation of the children or the actions undertaken by the employees. It's something that we're not responsible for. Mr. Rolf, you asked about the tax paid in the five largest recipient countries. We paid €1.2 billion taxes, and of the five largest ones were this year in 2024, the United States, Finland, Switzerland, the Netherlands, and India. Mr. Perke, you asked where in 2023 in our supply chain did we have any obstacles from trade work activities and where the employees did not get the right pay. Any obstacles to trade unions? There were two cases. One was in India and one was in Mexico. In both cases, these situations were detected by our audits.

In both cases, we saw that some of the requirements had not yet been implemented when the audit was carried out. In detail, this was a question of setting up a works council in India, as well as the existence of internal regulations for the freedom of association in Mexico. The last case meant that some of the collective wage agreements had not been carried out yet. In the cases reported in 2023, where employees did not receive the appropriate pay, is something that was identified in China, India, and Saudi Arabia with our supplier audits. These 11 cases involved late payment to employees. The suppliers are required to end all of these violations, and our audit concepts provide for review of the implementation of all of the measures. You also asked about information with regard to gifts in 2024.

When it comes to gifts, we have a code of conduct at Bayer, and these are regulated by the directive in legal compliance and insurance, and we have a special will of dealing with this. These apply to employees and Board of Management both equivalently. The non-taxable gifts in 2024 amounted to about EUR 44,000, and the income tax after applying Section 37B of the income tax law, and this includes a solidarity levy, and this amounted to about EUR 15,000. Information on gifts to members of the different boards and the five largest gifts is something that we do not have any information on. Mr. Hoenig and Mr. Werner, you asked about the people who are responsible for acquiring Monsanto. Would compensation be damages be required when we talk about the damage caused by glyphosate?

The Supervisory Board is being called upon as to whether the members of the Board of Management were committed. Did they abide by all of the legal requirements? We also had Linklaters dealing with this to give an expert opinion on this. Linklaters studied this very carefully and came to a clear-cut conclusion. The members of the Board of Management, when it comes to the acquisition of Monsanto, had abided by their legal obligations. The Supervisory Board agrees with this assessment, and against this backdrop, it does not seem necessary to have a further review when it comes to damages. Thank you.

Alberto Weisser
Member of the Supervisory Board, Bayer

Mr. Schmidt, you asked in your follow-up question, you asked about the Bayer PAC and payments made there.

Bayer PAC contributions are reported to the FEC, and our employees in 2024 had a total of about $289,000 that were paid to political candidates at all levels. This was through the Bayer PAC, Bayer PAC. Mr. Schmidt, you also asked about Mr. Weisser's activities, and he advises Temasek. He has an advisor's contract, but not the Bayer investments at Temasek. Here we see that with respect to his other commitments, and we see that there is no conflict of interest there. I have another question or answer for Ms. Werner. You asked what we are doing to avoid further sealing of ground area. What areas could be considered for removing the sealing of the ground? Here we talk about a number of real estate projects. It is very important for us to take an approach that conserves our resources and the amount of space used.

We want to keep this as low as possible. Here we talk in particular about the ecological improvement, and we can see that this can mean doing away with certain buildings, and we have seen in the past, this year as well, we will be dismantling buildings in Chempark, which will then remove some of the buildings on some of the areas there. Mr. Giebel, you asked about Ms. Cousins' academic titles and Ms. Simonian. The CV for Ms. Cousins and for Ms. Simonian are published when they were elected to the Supervisory Board. They are also available on the website. From their CVs, you can also see their education for Ms. Cousins and Ms. Simonian, and you can also see what degrees they have received.

The shareholders, when Ms. Cousins and Ms. Si monian were elected to the Supervisory Board, had all of the relevant information in front of them. This information still applies today. We are not deceiving the shareholders. This is not the case, and we very much do reject this assertion. I think we could use the time we have right now to deal with a motion on the bylaws that Mr. Oswald wanted to make. Mr. Oswald, are you ready to submit your motion now? Can you do that now? If so, we can make you go live now.

Hans Oswald
Member of the Executive Board, Verband Property

Thank you very much, Dr. Winkeljohann, for giving me this opportunity. I have been waiting for this, and I dressed up for this occasion. Now, the situation at Bayer is not good at all. You can see the fall in the share course. This is something that we have seen so many shareholders taking the floor. They are saying that this is due to the misery at Bayer. It is unacceptable that the shareholders not be given the right to speak simply due to time limits of four to six hours for an ASM. Dr. Winkeljohann.

Norbert Winkeljohann
Chairman of the Supervisory Board, Bayer

I think we're going to have to, this is your motion. We want to hear your motion.

Hans Oswald
Member of the Executive Board, Verband Property

That's what I'm doing right now. There is an introduction, first of all, and I think that needs to be taken into account as well. My motion is in accordance with the share corporation law that we also talk about the Compensation Report. We're calling upon the Supervisory Board to resolve that the Board of Management should have reduced the Board of Management's compensation to 50%. We see that EUR 12 million as maximum pay only for the CEO without any fringe benefits.

We have to remember that without any fringe benefits. This is six times, it's 550 times what the minimum wage is. This is a daily fee of more than EUR 57,000. That's EUR 7,000 per hour. Just by means of comparison, the CEO has more than the federal president, Mr. Steinmeier, and our federal chancellor, 45 times the pay compared to what Olaf Scholz, our chancellor, gets. In Bavaria, this would be something that we would call self-service. I'm still making my motion. We've taken your point. I can also say that Mr. Winkeljohann, you know that your whole team, when we talk about this compensation, you have to earn something as a result of this. At the ASM, and if it takes eight or ten hours in your situation, I think that's not all that bad.

I'm not quite finished with my motion because there's more to it. The compensation professor, Dr. Liebers-Bohmat, says hello, and he actually managed to have five times 100%, five times by 100%. Think about it as the pioneer for horizontal compensation. Is this the horizontal compensation that you want to achieve at Bayer? Mr. Oswald, I think your conclusion has come to an end. Thank you very much.

Norbert Winkeljohann
Chairman of the Supervisory Board, Bayer

We've understood what you're getting at. Thank you very much.

Hans Oswald
Member of the Executive Board, Verband Property

You don't know what more I have to say, the conclusion to my motion. How can you know what I want to say? Thank you very much. Thank you very much. Let me just finish my sentence.

Norbert Winkeljohann
Chairman of the Supervisory Board, Bayer

Ladies and gentlemen, I think it's going to take a bit of time to prepare those final questions and also to review Mr. Oswald's motion.

I'd like to interrupt the ASM for, let's say, let's just interrupt. I can't tell you how long it will take us. We'll be as quick as we can in preparing the answers to the questions. Ladies and gentlemen, we will now continue the annual stockholders meeting. First of all, Mr. Oswald's motion, he has requested that the Supervisory Board should decide to have the compensation be reduced by 50% for the Board of Management. Here, we're not talking about a motion for the bylaws, which would relate to the ASM. This is not to be decided by the annual stockholders meeting, and we are not responsible for giving specific details on this point. Now, I'd like to hand over now to the remaining questions. Heike is going to begin.

Heike Prinz
Chief Talent Officer, Bayer

Yes, Mr. G iebel, you asked about the overtime in the past fiscal year without any financial, okay? You also asked the five most important reasons why overtime was made without giving extra pay, as well as the average number of overtime hours. This is something that can be done when it comes to the relevant flex time. Here, we have a cap, and the limit for the personal flexibility is what is reflected here. For employees, they can also see to it that they make sure that they have this done appropriately. The exact number of hours that were not taken advantage of by the employees is something we do not have, and we do not have any reason for any recording of the reasons for this.

You asked about the number of internal and external employees who are present at today's ASM, and I can tell you that today we have about 140 internal employees and about 150 people from the outside here today. Mr. Giebel, you also asked about the number of participants at certain points in time. The peak with the public stream and the shareholder portals was 2,600 people who were tuned in. The lowest number up to now was about 900 people, and at the beginning, we had a total of 1,500 participants. Today's ASM had 38,400 shareholders who were registered. Mr. Giebel, you asked about the share of the female and non-binary numbers in the first and second level under the Board of Management. This is something which is something that is ensured by German law.

The following data are based on employees with a contract here in Germany. In the first organizational level, below the Board of Management, in the end of the review, the share of female employees was 38% and non-binary employees was 0%. At the second level, the share of female employees was 39% and non-binary employees 0%. The third level, below the Board of Management, the share of female employees was 50% and non-binary employees 0.5%. Mr. Giebel, you wanted to know the number and the total amount of the overtime in 2023 and 2024. The number of overtime, as well as the total amount paid, is something that we cannot determine in this very short period of time. Mr.

Giebel, you also asked about the five largest cost items for this year's ASM and for last year's ASM, and the cost amount this year to about EUR 790,000, and last year the figure was about EUR 770,000. The cost for the notice and the voting management, as well as back office technology, amount to about EUR 530,000. Last year, the figure was about EUR 570,000. The next cost item is postage. This year, it came to around EUR 315,000. Last year, it was about EUR 330,000. Transmission costs come in at about EUR 97,000 this year, and in 2024, that figure was about EUR 130,000. Personnel costs for event planning amount to about EUR 90,000 for this year and last year, each the same amount. Mr.

Giebel, you asked about the severance pay in the last fiscal year in euros, and the amount is initially, which we see when we have the provisions for termination by mutual agreement. We had a profit and loss net amount in 2024, which amounted to EUR 608 million. The figure for 2023 is an amount that we do not have in front of us. You also asked about the five highest severance payments in both fiscal years. We do not have these figures in front of us. Mr. Giebel, you asked how many people had an overall pay in the last fiscal years, was more than EUR 100,000 or EUR 300,000, EUR 500,000, and EUR 1 million. The figures for the total overall amount are something that we don't have, and we will get that information onto you for basic pay in 2024.

120,900 people in Germany had a basic pay of more than EUR 100,000. In 2023, 344 employees had a base pay of more than EUR 300,000, and 23 employees had a base pay of more than EUR 500,000, and one employee had more than EUR 1 million. In fiscal 2023, there were 23,027 employees in Germany who had a base pay of more than EUR 100,000, and 282 employees in Germany had a base pay of more than EUR 300,000, and 26 employees had a base pay of more than EUR 500,000, and there was one who had a base pay of more than EUR 1 million. Mr. Giebel, I just received a correction when it comes to the number of internal and external employees who are participating in this year's ASM. The right figure is now 230 internal and 180 external individuals involved today at today's meeting.

Now we have a question from Mr. Oswald. You asked about the difference between the list of participants and the number of shares. Here we have all of the shareholders who are here in person or representatives who have registered via the shareholders portal so that they are participating. Then we have the number of shares represented. This also includes absentee ballots, for example, if the shareholders are not here in person or are not represented here today.

Norbert Winkeljohann
Chairman of the Supervisory Board, Bayer

Now, dear shareholders, ladies and gentlemen, I do not see any more questions, so I believe we have answered all the questions. Thank you all very much. Thank you to the members of the Board of Management for answering all the additional questions as well. Ladies and gentlemen, the list of speakers has been dealt with.

The Board of Management and the Supervisory Board have answered all of your questions, and we have commented and answered your questions. Since I see no more requests for the floor, I see that all of the questions have been answered. I would also like to thank all of the speakers who took the floor, and I'd like to thank the Board of Management for answering the questions. The discussion is closed. Before we turn to the vote, I'd like to point out once again that we have updated, or we updated, the list of participants and made this available on the shareholder portal for shareholders and the representatives who are connected. Ladies and gentlemen, that brings us to the conclusion here. The representatives from the company will then release their votes into the system, and this will be in accordance with the instructions they've received.

In addition, the electronic votes or the absentee ballots will also be taken into account. I would now like to note that we will be taking a very brief break, and once we continue, it will know we will then have closed the possibility for issuing votes or instructions or changing your votes. This will no longer be possible. The resolutions from the management and Supervisory Board were published on the 7th of March in the Federal Gazette. They are also found on our website today, and I'm not going to read out all of the different resolutions as a result. Before and during today's ASM, you are also able to submit counter motions or proposals for elections. If these proposals do not receive the necessary majority, then, of course, the counter motions will be taken into account, or the election proposal will be dealt with.

If the management's proposals are accepted, then the counter motions or the election proposals will have become moot. Now, when we see the ratification of the acts from the Board of Management and the Supervisory Board, they have been noted that they are not allowed to vote for their own shares or for shares of third parties. This also applies to those of you who are also representing shares for those to be ratified. I would now like to announce that at 4:30 P.M., I will announce the closing at 4:35 P.M. You will then no longer be able to vote by absentee ballot and also to give instructions to the proxies, and to change any of your instructions will then not be possible after the break that is just about to take place.

Please remember that your votes and instructions can take some time in the internet, so I'd like to ask you to act in due time. Transmission of the ASM will now be briefly interrupted, and we will resume in five minutes at 4:35 P.M. We will continue. Thank you very much.

We're all born with it, that desire for better. It could be a better morning coffee, a better job, car, or home. Sometimes it's not just about us; it's about our loved ones too. At Bayer, it's this desire for better that drives us. Through the power of science, we strive for a world where health is for all and hunger is for none.

A world where we can win the fight against life-threatening diseases, where we can take control of our everyday health, and where feeding the planet looks after the planet, giving everyone a chance for a better life. This is a world we'd be proud to pass on. Bayer. Back in September of 2018, I was diagnosed with moyamoya disease. I ended up experiencing unexpected ischemic stroke alone in my kitchen. When I was 17, my mom got diagnosed with lymphoma. Over the next two years, I basically watched her wither away. In 2021, I felt there was like, it felt like an increased lymph node, and like it was a very rare form of like adenocancer. So brought up in the rural part of Kenya, I've also seen challenges of the rural communities and people within the agricultural value chains.

I never expected to become a patient, consumer, and now advocate. Going through this myself, it's like I appreciate way more the different cancer patients have very different needs. This experience has inspired me in so many ways to tie into the Health for All, Hunger for None mission because it has given me an opportunity to connect this personal experience to the business. It gives me a lot of meaning in the sense that like Bayer allows me to leverage new technologies in novel ways so that we can have an impact on patients. Every day that I come into work at Bayer, I know I'm doing something which is valuable, not just for myself, but of course all the services, the technologies we are bringing are impacting just the people that I interact with every day.

It is now 4:35, and we're going to continue as agreed. Absentee ballots and the giving of instructions, et cetera, have now been concluded. You can no longer change or revoke your vote. This has been taken into account, and I'd now like to ask the notary public to take note of this. The proxies also released their votes in the system in accordance with the instructions given to them. We'd now like to begin counting the votes, and we'll be using modern technology, and it could take some time. Once we have the results, then I will announce them to you. Until then, I would like to interrupt the Annual Stockholders' Meeting. Please bear with us. The notary public will be monitoring the counting of the votes. Thank you.

All born with it. It could be a better morning coffee, a better job, car, or home.

Sometimes it's not just about us; it's about our loved ones too. At Bayer, it's this desire for better that drives us. Through the power of science, we strive for a world where health is for all and hunger is for none. A world where we can win the fight against life-threatening diseases, where we can take control of our everyday health, and where feeding the planet looks after the planet, giving everyone a chance for a better life. This is a world we'd be proud to pass on. Bayer. Back in September of 2018, I was diagnosed with moyamoya disease. I ended up experiencing unexpected ischemic stroke alone in my kitchen. When I was 17, my mom got diagnosed with lymphoma. Over the next two years, I basically watched her wither away.

In 2021, I felt there was like, it felt like an increased lymph node, and like it was a very rare form of like adenocancer. Brought up in the rural part of Kenya, I've also seen challenges of the rural communities and people within the agricultural value chains. I never expected to become a patient, consumer, and now advocate. Going through this myself, it's like I appreciate way more the different cancer patients have very different needs. This experience has inspired me in so many ways to tie into the Health for All, Hunger for None mission because it has given me an opportunity to connect this personal experience to the business. It gives me a lot of meaning in the sense that like Bayer allows me to leverage new technologies in novel ways so that we can have an impact on patients.

Every day that I come into work at Bayer, I know I'm doing something which is valuable, not just for myself, but of course all the services, the technologies we are bringing are impacting just the people that I interact with every day. We're all born with it, that desire for better. It could be a better morning coffee, a better job, car, or home. Sometimes it's not just about us; it's about our loved ones too. At Bayer, it's this desire for better that drives us. Through the power of science, we strive for a world where health is for all and hunger is for none. A world where we can win the fight against life-threatening diseases, where we can take control of our everyday health, and where feeding the planet looks after the planet, giving everyone a chance for a better life.

This is a world we'd be proud to pass on. Bayer. Back in September of 2018, I was diagnosed with moyamoya disease. I ended up experiencing unexpected ischemic stroke alone in my kitchen. When I was 17, my mom got diagnosed with lymphoma. Over the next two years, I basically watched her wither away. In 2021, I felt there was like, it felt like an increased lymph node, and like it was a very rare form of like adenocancer. Brought up in the rural part of Kenya, I've also seen challenges of the rural communities and people within the agricultural value chains. I never expected to become a patient, consumer, and now advocate. Going through this myself, it's like I appreciate way more the different cancer patients have very different needs.

This experience has inspired me in so many ways to tie into the Health for All, Hunger for None mission because it has given me an opportunity to connect this personal experience to the business. It gives me a lot of meaning in the sense that like Bayer allows me to leverage new technologies in novel ways so that we can have an impact on patients. Every day that I come into work at Bayer, I know I'm doing something which is valuable, not just for myself, but of course all the services, the technologies we are bringing are impacting just the people that I interact with every day. We're all born with it, that desire for better. It could be a better morning coffee, a better job, car, or home. Sometimes it's not just about us; it's about our loved ones too.

At Bayer, it's this desire for better that drives us. Through the power of science, we strive for a world where health is for all and hunger is for none. A world where we can win the fight against life-threatening diseases, where we can take control of our everyday health, and where feeding the planet looks after the planet, giving everyone a chance for a better life. This is a world we'd be proud to pass on. Bayer. Back in September of 2018, I was diagnosed with moyamoya disease. I ended up experiencing unexpected ischemic stroke alone in my kitchen. When I was 17, my mom got diagnosed with lymphoma. Over the next two years, I basically watched her wither away. In 2021, I felt there was like, it felt like an increased lymph node, and like it was a very rare form of like adenocancer.

Brought up in the rural part of Kenya, I've also seen challenges of the rural communities and people within the agricultural value chains. I never expected to become a patient, consumer, and now advocate. Going through this myself, it's like I appreciate way more the different cancer patients have very different needs. This experience has inspired me in so many ways to tie into the Health for All, Hunger for None mission because it has given me an opportunity to connect this personal experience to the business. It gives me a lot of meaning in the sense that like Bayer allows me to leverage new technologies in novel ways so that we can have an impact on patients.

Every day that I come into work at Bayer, I know I'm doing something which is valuable, not just for myself, but of course all the services, the technologies we are bringing are impacting just the people that I interact with every day. We're all born with it, that desire for better. It could be a better morning coffee, a better job, car, or home. Sometimes it's not just about us; it's about our loved ones too. At Bayer, it's this desire for better that drives us. Through the power of science, we strive for a world where health is for all and hunger is for none. A world where we can win the fight against life-threatening diseases, where we can take control of our everyday health, and where feeding the planet looks after the planet, giving everyone a chance for a better life.

This is a world we'd be proud to pass on. Bayer. Back in September of 2018, I was diagnosed with moyamoya disease. I ended up experiencing unexpected ischemic stroke alone in my kitchen. When I was 17, my mom got diagnosed with lymphoma. Over the next two years, I basically watched her wither away. In 2021, I felt there was like, it felt like an increased lymph node, and like it was a very rare form of like adenocancer. Brought up in the rural part of Kenya, I've also seen challenges of the rural communities and people within the agricultural value chains. I never expected to become a patient, consumer, and now advocate. Going through this myself, it's like I appreciate way more the different cancer patients have very different needs.

This experience has inspired me in so many ways to tie into the Health for All, Hunger for None mission because it has given me an opportunity to connect this personal experience to the business. It gives me a lot of meaning in the sense that like Bayer allows me to leverage new technologies in novel ways so that we can have an impact on patients. Every day that I come into work at Bayer, I know I'm doing something which is valuable, not just for myself, but of course all the services, the technologies we are bringing are impacting just the people that I interact with every day. We're all born with it, that desire for better. It could be a better morning coffee, a better job, car, or home. Sometimes it's not just about us; it's about our loved ones too.

At Bayer, it's this desire for better that drives us. Through the power of science, we strive for a world where health is for all and hunger is for none. A world where we can win the fight against life-threatening diseases, where we can take control of our everyday health, and where feeding the planet looks after the planet, giving everyone a chance for a better life. This is a world we'd be proud to pass on. Bayer. Back in September of 2018, I was diagnosed with moyamoya disease. I ended up experiencing unexpected ischemic stroke alone in my kitchen. When I was 17, my mom got diagnosed with lymphoma. Over the next two years, I basically watched her wither away. In 2021, I felt there was like, it felt like an increased lymph node, and like it was a very rare form of like adenocancer.

Brought up in the rural part of Kenya, I've also seen challenges of the rural communities and people within the agricultural value chains. I never expected to become a patient, consumer, and now advocate. Going through this myself, it's like I appreciate way more the different cancer patients have very different needs. This experience has inspired me in so many ways to tie into the Health for All, Hunger for None mission because it has given me an opportunity to connect this personal experience to the business. It gives me a lot of meaning in the sense that like Bayer allows me to leverage new technologies in novel ways so that we can have an impact on patients.

Every day that I come into work at Bayer, I know I'm doing something which is valuable, not just for myself, but of course all the services, the technologies we are bringing are impacting just the people that I interact with every day. We're all born with it, that desire for better. It could be a better morning coffee, a better job, car, or home. Sometimes it's not just about us; it's about our loved ones too. At Bayer, it's this desire for better that drives us. Through the power of science, we strive for a world where health is for all and hunger is for none. A world where we can win the fight against life-threatening diseases, where we can take control of our everyday health, and where feeding the planet looks after the planet, giving everyone a chance for a better life.

This is a world we'd be proud to pass on. Bayer. Back in September of 2018, I was diagnosed with moyamoya disease. I ended up experiencing unexpected ischemic stroke alone in my kitchen. When I was 17, my mom got diagnosed with lymphoma. Over the next two years, I basically watched her wither away. In 2021, I felt there was like, it felt like an increased lymph node, and like it was a very rare form of like adenocancer. So brought up in the rural part of Kenya.

Ladies and gentlemen, I have received the voting results, and I will continue the ASM and announce the resolutions.

Let me point out that shortly after the announcement of the resolutions, the ASM will be closed, and this will put an end to the possibility as well to raise objections against the resolutions by the ASM via the shareholders' portal. The number of the valid votes and its share in the registered capital, as well as the number of yes and no votes and abstentions, will be shown on screen for each item. The aforementioned information is part and parcel of my resolutions and will be used as reference. The resolutions and announcements will include all details according to the long version of Section 130, Subsection 2, Stock Corporation Law. The detailed voting results will also be published on the shareholders' portal, and they will also be published tonight on the website of the company. Ladies and gentlemen, for each resolution, I will establish and announce as follows.

We'll put to vote with a resolution project by Management Board and Supervisory Board, which were published in the Federal Gazette on 7 March 2025. Concerning item one, the ASM has approved the proposed resolution as far as the appropriation of profits is concerned and has done so with the required majority. Now, concerning item two on the agenda, ratification of the acts of the Management Board, the ASM has adopted the proposed resolution with the required majority. I am pleased to see the trust that was placed into the Management Board and would like to congratulate Bill Anderson and the entire Management Board for this proof of trust. This takes us to item three, ratification of acts of the members of the Supervisory Board. The ASM has adopted the proposed resolution with the required majority.

Ladies and gentlemen, here too, I would like to thank you for the trust you place into the Supervisory Board, and I would like to thank you on behalf of all the members. Item four, election to the Supervisory Board. Here, the ASM has adopted the proposed resolution to elect Alberto Weisser and has done so with the required majority. Item five, resolution on the approval of the remuneration report. Here, the ASM has adopted the proposed resolution with the required majority. L adies and gentlemen, there was a clear majority amongst you that voted in favor of an approval of the remuneration report, but there was a considerable number of no votes, and that will give us reason to revise and review the remuneration report and also the remuneration system and its application in the future, and if need be, to change it.

Item six, resolution on the remuneration of the Supervisory Board. The ASM has adopted the proposed resolution with the required majority. This takes us to item seven, creation of an authorized capital for 2025 with the option to exclude subscription rights and changes of Section 4, Subsection 2 of the Articles of Incorporation. Here, the ASM has adopted the resolution with the required majority. Ladies and gentlemen, we are well aware of the fact that many amongst you have thoroughly thought about your voting behavior as far as this item on the agenda is concerned. In order to have more flexible future solutions for the containment of years' litigations, the option of authorized capital is of major importance to us.

The clear majority in favor of this item on the agenda is considered by us as trust in your company, Bayer, and we would like to thank you very much. Item eight, resolution on the renewed authorization of the Management Board to hold the ASM as virtual ASM, change of Section 13, Subsection 2 of the Articles of Incorporation, excuse me, the ASM has adopted this resolution with the required majority as well. Item number one, election of the auditor and the auditor for potential audit of the half-year financial report and interim financial reports. Here, the ASM has adopted the proposed resolution with the required majority. I would like to congratulate the ladies and gentlemen from Deloitte. Ladies and gentlemen, all counter-motions have thus been settled in view of the voting results I've just presented and announced.

Ladies and gentlemen, we have now discussed all the items on the agenda. I would like to thank all of you on behalf of the Management Board and the Supervisory Board. Thank you for having attended today's virtual ASM. I would also like to thank the whole workforce and everybody who's participated in the preparation of answers and everyone who's participated in the implementation of the ASM. The next ordinary ASM of the company is planned for the 24th of April 2026. Thank you very much again for your participation and for the interest you have shown in Bayer. At this point, I would like to bid farewell and wish you all the best health and all of us a peaceful future. I wish you a nice evening and a relaxing weekend. I hereby close the ASM at 5:05 P.M. Thank you.

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