Ladies and gentlemen, as chairman of the Supervisory Board of Bayer Aktiengesellschaft, and thus Chairman of the Meeting, I hereby open the Ccompany's Annual Stockholders' Meeting. I would like to welcome you, our Stockholders, the stockholder representatives of the media, and all other members of the audience. I am delighted that you have accepted our invitation to follow today's Annual Stockholders' Meeting via an online audiovisual feed. Ladies and gentlemen, with the approval of the Supervisory Board, the Board of Management has decided to hold today's Annual Stockholders' Meeting virtually once again today. In so doing, we exercise the authorization issued by the 2025 Annual Stockholders' Meeting, which was resolved by the Annual Stockholders' Meeting by a majority vote of over 75%.
We made this decision in favor of a virtual Annual Stockholders' Meeting after careful consideration, and primarily took the following factors into account in reaching this decision, the fact that the rights of Stockholders in the virtual Annual Stockholders' Meeting correspond to those in the physical meeting, the items on today's agenda, the fact that a large number of Stockholders can take part in a virtual Annual Stockholders' Meeting and can easily join the meeting wherever they may be, the positive experience with the virtual Annual Stockholders' Meetings held by Bayer in the past, the positive feedback from major investors on the conduct of the Company's Annual Stockholders' Meeting in a virtual format, and last but not least, sustainability issues as well as cost considerations. By opting for a virtual Annual Stockholders' Meeting, we also continue to follow the widespread practice of large listed companies.
We have included elements in today's Annual Stockholders' Meeting that we would like to use to deepen the dialogue with our Stockholders and increase the liveliness of the virtual Annual Stockholders' Meeting. As before, Stockholders can use the Stockholder Portal to react to Bill Anderson's speech, my report on the work of the Supervisory Board, and the statements made by other Stockholders. To do so, various emojis can be clicked, as you will be familiar with from social media. The reactions will also be shown in the public webcast of the Annual Stockholders' Meeting. Moreover, you'll be able to contact the company directly via the Stockholder Portal for the first time this year. You can use this new feature to converse with our employees outside of the formal framework of the Annual Stockholders' Meetin g.
This new feature can be found below the live feed of the Annual Stockholders' Meetin g, along with the emojis. We hope that you make use of these additional ways to interact with us. Ladies and gentlemen, today, the Deputy Chairwoman, Heike Hausfeld, and Paul Achleitner from the Supervisory Board are present in the meeting room. I have appointed Paul Achleitner to chair the meeting if I am forced to leave. All other Supervisory Board Members will participate in the entire Annual Stockholders' Meeting via a live audiovisual feed, as permitted by our Articles of Association. All of the members of the Board of Management are present.
I would like to welcome our CEO, Bill Anderson, our CFO, Wolfgang Nickl, our Chief Talent Officer, Heike Prinz, and the members of the Board of Management, Stefan Oelrich, the head of our Pharmaceuticals Division, Rodrigo Santos, the head of our C rop Science Division, and Julio Triana, the head of our Consumer Health Division. I would like to extend a special welcome to Judith Hartmann in particular. She's attending this Annual Stockholders' Meetin g as a member of the Board of Management of Bayer AG for the first time. Judith Hartmann joined the Board of Management on March 1st, 2026. With effect from June 1st, 2026, she will take over as CFO from Wolfgang Nickl, who will retire as planned. Now, Judith Hartmann will introduce herself briefly.
Thank you very much, Mr. Winkeljohann. Ladies and gentlemen, dear Stockholders, I am pleased to have this opportunity to briefly introduce myself to you here today. My first day at Bayer was nearly eight weeks ago. The mission, Health for All, Hunger for None, really inspires me because basically, it's all about two of today's most urgent issues, food and health. This mission begins with our customers. That is why they were the first ones I met with during my onboarding. I've seen how much trust they place in Bayer. I have also experienced how much passion and pride our employees show when working for our mission. I've already been able to see Team Bayer in research, production, and in the functions. I've been to the United States, Germany, Switzerland, Spain, and recently to Brazil.
I was able to see Team Bayer in a number of different functions in research, production, and sales. I saw firsthand what our company is capable of, and that is why I'm very much looking forward to everything we will achieve together for farmers all around the world who made it clear to me how much they count on us as partners at their side. For patients, for whom we develop new, improved therapies. For consumers, for whom our products provide very important help in their everyday lives, and for you, our investors, for whom we want to create lasting value. That is especially dear to my heart. Our DSO operating model promotes better and quicker solutions for our customers. Artificial intelligence will accelerate this development even more. I come with extensive international experience in the fields of energy, the environment, and healthcare.
This includes management positions at ENGIE, GE HealthCare, and Bertelsmann, both in operations and in finance. Most recently as an operating partner at the investment company Sandbrook Capital. As a Supervisory Board Member at companies such as Unilever, RTL, and Marsh. I will continue onboarding, and we see that the sustainable success of business deals with very much responsibility for us, where our customers put their trust in us, and they also see our reliability, quality, and responsibility. I will continue my onboarding in the next few weeks, and in June, I will succeed Wolfgang Nickl as Chief Financial Officer. Thank you to all of the colleagues for giving me such a warm welcome here. I'm looking forward to discussions with you about what we have achieved and about the opportunities that lie ahead. Thank you very much.
Thank you, Judith Hartmann. Ladies and gentlemen, I would also like to welcome the Notary Public, Dr. Marc Hermanns. As in previous years, he will be taking the minutes of the Annual Stockholders' Meeting . One of the company's two proxies is also present in this room. Unfortunately, a number of Bayer employees have left us since the last Annual Stockholders' Meeting . I would like to pause for a brief moment of silence in memory of those Bayer colleagues who passed away last year and also in memory of all victims of armed and political conflicts. Ladies and gentlemen, I would like to take this opportunity to thank everyone who has contributed to the preparation and organization of this Annual Stockholders' Meeting . Let us now turn to the formalities and information on the organization of today's Annual Stockholders' Meeting .
The entire Annual Stockholders' Meeting will be broadcast for stockholders and their authorized representatives in audio and video on the Stockholder Portal. The Stockholder Portal can be accessed via the company website for the Annual Stockholders' Meeting . In addition, as chairman of the Annual Stockholders' Meeting , I have ordered in accordance with Section 16, Paragraph 4 of our Articles of Association, that today's Annual Stockholders' Meeting will also be broadcast in full in an audiovisual feed on the Internet for interested members of the public. It can therefore be followed by anyone without restriction. Please note, however, that stockholders and their representatives will only be connected to the Annual Stockholders' Meeting electronically and included in the attendance list if they use the Stockholders' Portal to access the meeting.
The opening of the Annual Stockholders' Meeting , the speech by the Chairman of the Board of Management, and my report for the Supervisory Board will be recorded. The recording will be available on our website after the Annual Stockholders' Meeting . Recordings of the broadcast of today's Annual Stockholders' Meeting are not permitted. Once again this year, we're offering simultaneous interpretation of the entire Annual Stockholders' Meeting into English, as well as a live broadcast in sign language. You can choose your preferred language setting on the website. For the first time, we afford you the opportunity to see live subtitles. In addition, we are again offering our stockholders the option of listening to live submissions made in English translated into German by our interpreters. This will enable greater participation by international investors during the Annual Stockholders' Meeting . Please understand that this is a convenience service offered by the company.
We cannot guarantee the availability and accuracy of the interpretation. If you would like to make a statement in English, as in the past, you can arrange for a translation into German, which is the official language of the Annual Stockholders' Meeting yourself. As Chairman of the Meeting, I have determined in accordance with Section 131, Paragraph 1F of the German Stock Corporation Act that the stockholders' right to information and ask questions may only be exercised by means of video communications and thus as part of a spoken statement. This enables the other stockholders to follow the statements, questions, and their answers at the Annual Stockholders' Meeting in a coherent manner. The Board of Management will answer the questions you ask. If questions relate to the Supervisory Board, I will answer them after consulting with the Board of Management.
Should further questions arise from the answer to a question, these can be put by any stockholder by requesting the floor. Voting rights can also be exercised in the usual manner during the Annual Stockholders' Meeting via the Stockholder Portal. I will explain the details of this procedure later on. In accordance with legal requirements, Stockholders were also able to submit statements, counter-motions, and nominations prior to the Annual Stockholders' Meeting . These options were utilized to a considerable extent. We received seven written statements, as well as 12 counter-motions and 5 election proposals for the Supervisory Board elections. We have made these available on the company's website for the Annual Stockholders' Meeting . To allow for more targeted questions, we also published Bill Anderson's speech and my Supervisory Board Report on our website last Monday.
By taking these measures, we hope to create as much space as possible for dialogue with you, our esteemed Stockholders. I hope that we all have a constructive discussion today. If despite all efforts, there are general technical disruptions during the Annual Stockholders' Meeting. I would ask for your patience. In this case, please also follow the information on our website for the Annual Stockholders' Meeting and in the Stockholder Portal. In the event of individual technical difficulties, please contact the stockholder hotline. You can find its phone number on our website for the Annual Stockholders' Meetin g and in the Stockholder Portal. The convocation of today's virtual Annual Stockholders' Meeting , along with the agenda and the proposals of the Board of Management and Supervisory Board for the resolutions, were published in the Federal Gazette on the fourth of March of this year in due form and time.
The Annual Financial Statements, including the Board of Management's proposal for the use of net retained profits, the consolidated financial statements, the summarized management report, including the explanatory report of the Board of Management on takeover-related information, and the report of the Supervisory Board have been available on the company's website since the Annual Stockholders' Meeting was convened. They are also available there today. This also applies to the CVs of Marcel Smits and Alfred Stern, who are candidates for election to the Supervisory Board. The compensation report on the compensation of the members of the Board of Management and Supervisory Board submitted to you for approval is also available on the company's website. Ladies and gentlemen, I hereby declare that the Annual Stockholders' Meetin g has been duly convened in accordance with the law and the Articles of Association.
The attendance list will soon be available in the Stockholder Portal for Stockholders and their representatives who have connected electronically. We will then update the attendance list at regular intervals. Ladies and gentlemen, I would like to draw your attention to a few points regarding the debate and contributions thereto. Stockholders who wish to take the floor on one or more items on the agenda are requested to register their intention to take the floor on the Stockholder Portal in good time. This means that you will enable us to appropriately allocate the time available to the speakers. As explained in detail in the invitation to the Annual Stockholders' Meeting it has been possible to request to take the floor and check video communication since 9 A.M. today in order to make it easier for you to follow the Annual Stockholders' Meeting throughout.
As part of a submission that you make, you can also ask questions, ask follow-up questions, make election proposals, and file motions. Requests for the floor can be submitted until the attendance list has been closed. After that, requests to take the floor on motions can still be made via the Stockholder Portal. When making requests for the floor, you must provide your name, email address, and a telephone number at which you can be reached today. If possible, please also indicate the items on the agenda on which you wish to speak. If you wish to speak in English or submit a motion, please also state this and the content of the motion. This will enable us to check when your request should be dealt with. At the appropriate time, a dialogue window will appear in the Stockholder Portal asking you to enter the virtual waiting room.
Depending on the number of requests for the floor and your position in the speakers list, this may take some time. Please be patient if need be. When you enter the waiting room, you will leave the transmission of the Annual Stockholders' Meeting, which is time-delayed for technical reasons. In the waiting room, the transmission is no longer time-delayed so that you will not be able to follow a small part of the Annual Stockholders' Meeting, usually 10-15 seconds when you enter the waiting room. Please select the time of entry to the waiting room at a time that is favorable for you, but also in good time so that a technical check of your video communication function can be carried out. Once the function check has taken place and I've called your name, you will be activated for the live broadcast of your submission.
Ladies and gentlemen, a few remarks on the voting procedure. Voting for today's virtual Annual Stockholders' Meeting is possible by postal vote or by authorizing and issuing instructions to the proxies nominated by the company in the Stockholder Portal until the voting procedure ends. I will announce when the voting procedure ends in advance. Until then, you can still change your vote on the Stockholder Portal. I will remind you of this in due course, but I would like to ask you now to cast your votes and issue instructions in good time. If you have registered for the Annual Stockholders' Meeting with several stockholder numbers or if you have several proxy cards, you must exercise your voting rights for each stockholder number or proxy card individually so that all of your votes can be accounted for. Voting results are determined using the addition method.
This involves counting the yes and no votes. Abstentions are recorded separately but have no bearing on the voting result. Objections to resolutions of the Annual Stockholders' Meeting and complaints about unanswered questions to be recorded in the minutes can also be submitted electronically via the Stockholder Portal. The same applies to requests pursuant to Section 131, paragraphs 4 and 5 of the German Stock Corporation Act. As explained in the notice convening the Annual Stockholders' Meeting, objections may be raised from the beginning of the Annual Stockholders' Meeting until it ends. The voting procedure and the counting of the votes are monitored by the notary, as are the objections, complaints, and requests received in accordance with Section 131, paragraphs 4 and 5 of the German Stock Corporation Act. The notary has assured himself of the functionality and reliability of the corresponding technology prior to the Annual Stockholders' Meeting.
Ladies and gentlemen, now that I have made these housekeeping remarks, we can now move on to the agenda. The agenda with the draft resolutions was published in the convening notice in the Federal Gazette on the fourth of March. You can also find these and other documents on our website for the Annual Stockholders' Meeting. As I mentioned earlier, the company received several countermotions and election proposals for the Supervisory Board from Stockholders within the statutory period. We have made them available on our website. They are deemed to have been submitted at the time they were made available. They do not have to be addressed at the Annual Stockholders' Meeting if the person submitting the motion or nomination is not duly authorized or registered for the Annual Stockholders' Meeting. Let us now begin with item one on the agenda.
However, I will now also call to order all the other items on the agenda. Item one on the agenda addresses the financial statements and reports to be presented and the resolution on the use of profit. The Annual Financial Statements for 2025 were prepared by the Board of Management, approved by the Supervisory Board, and are thus adopted. The consolidated financial statements were also approved by the Supervisory Board. The summarized management report was also reviewed by the Supervisory Board and approved without objections. The Supervisory Board also examined and approved the Board of Management proposal for the use of profits, which provides for a dividend of EUR 0.11 per share and concurred with the proposal. The auditor audited the Annual Financial Statements, the consolidated financial statements, and the summarized management report and issued an unqualified audit opinion on all of them.
The Supervisory Board approved the results of the audit. The auditor also audited the compensation report prepared by the Board of Management and the Supervisory Board for the 2025 fiscal year and issued an unqualified audit opinion on it. A copy of all documents has been made available to the notary. 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 discuss the item four on the agenda, i.e., the proposed elections to the Supervisory Board and item five on the agenda, which relates to the resolutions on the compensation report in the Supervisory Board Report. Item six and seven on the agenda relate to the appointments of the auditor.
Once again, for the 2026 financial year, management intends to appoint Deloitte GmbH auditor of the financial statements and of all financial reports prepared during the financial year. Furthermore, management intends to appoint Deloitte as sustainability auditor for the first time in view of the expected implementation of the EU Corporate Sustainability Reporting Directive in 2026. For the first time, management intends to appoint PricewaterhouseCoopers GmbH auditor of the potential report for the quarter ending on March 31, 2027. Switching financial statement auditors is required by law from fiscal 2027 onwards. After auditing the financial statements for fiscal 2026, Deloitte will have completed the maximum period of 10 years allowed by law for a single accounting firm to audit financial statements without interruption.
The proposal made by the Supervisory Board to elect PricewaterhouseCoopers was made after a tender process conducted by the audit committee to select a new auditor pursuant to the applicable provisions of the EU Audit Regulation. Ladies and gentlemen, this concludes my introductory remarks on today's agenda. Ladies and gentlemen, I would now like to give the floor to Bill Anderson and ask for his report for the Board of Management.
Well, dear ladies and gentlemen, shareholders, welcome to our annual shareholders meeting. It's great to be with you. Right before beginning, I'd also like to say a warm welcome to Judith Hartmann. She joined the company in March. She'll be taking over as CFO in June. Welcome, Judith. We're really glad to have you on board. She succeeds Wolfgang Nickl, who's joining us for his last annual shareholders meeting today. Wolfgang, from all of us at Bayer, thank you for your service for the company and its mission. I've come to know you, Wolfgang, as a highly skilled, reliable colleague and friend. I'm really grateful for our partnership, so thank you. Well, in March 2024, we set Bayer's agenda for the next two to three years. Revitalize the pipeline, reduce debt, significantly contain litigation, tackle bureaucracy, and focus the company exclusively on our mission.
Since then, we raised our ambitions for our Crop Science business, laying out a five-year plan to boost competitiveness and to be first to the farm with innovation that will shape agriculture for generations. Now we're 2 years down the road. No corner of the company is the same as it was. The company is leaner and faster. The Pharma portfolio and pipeline are more promising than perhaps ever before. Crop Science is executing its performance improvement plan. The debt burden is lower. We've advanced a multi-pronged strategy to address the litigation uncertainty. Our businesses delivered the 2025 numbers in virtually every metric. Overall, we see great progress. Here's the thing, the work isn't complete yet. Our turnaround plan is still in full swing. We've advanced each of our priorities to a crucial juncture, but not a single one is complete.
We have medicines in the pipeline that we need to bring to patients, businesses to make more profitable so we can fund future innovation, debt to reduce, litigation to contain, an operating model that's installed and generating wins, but still needs to be scaled more widely. Our list of to-dos is clear. There are big milestones and decisions ahead, and I'm confident that the coming months will set Bayer up for a brighter future. The 88,000 people of Bayer know this. They've shown great resolve in bringing the company to this point. Thanks to them, I, alongside my colleagues in the Management Board, fully expect Bayer will leave 2026 and enter 2027 stronger than we've been in a long time. Now, before jumping ahead, let's review 2025 and the outlook we've shared for this year. 2025 was a crucial year. We had patent expiries and important launches in Pharmaceuticals.
We had regulatory headwinds and margin pressure in Crop Science. We had to recalibrate our growth in Consumer Health. We entered the year knowing it would be decisive for our turnaround, and we delivered. Team Bayer registered sales of EUR 45.6 billion. Our core earnings per share came in at 491. We generated EUR 2.1 billion of free cash flow, and we reduced our net financial debt to EUR 29.8 billion. As previously communicated, we expect net financial debt to increase in 2026 due to litigation-related expenses. Each of our businesses progressed. A new picture of our Pharma portfolio emerged, with Nubeqa and Kerendia more than offsetting Xarelto declines. More to come there. Crop Science kicked off its five-year framework and took difficult decisions to shore up margins and prioritize investments. While Consumer Health struggled on the top line, we protected the bottom line.
Our team has a clear picture of which brands and which markets need attention. Now in terms of outlook, we anticipate a solid year across our businesses, which are off to a good start. We expect continued momentum behind our launch products to compensate for declines in Pharma and Crop Science due to loss of exclusivity and regulatory pressures. In addition, we'll continue to invest in our pipeline and launch products in 2026 to set ourselves up for growth in 2027 and beyond. Before accounting for FX changes, we see our core earnings per share landing roughly in line with last year. Finally, we're expecting a negative free cash flow this year due to litigation-related payouts. Now, those are the financials. Let's look at our five priorities. 2025 was a year in which Bayer took a hard look at its challenges, and we acted on each of them.
The Pharmaceutical pipeline. Two years ago, there were some question marks about our pipeline. Today, the work isn't finished, but we're seeing instead exclamation points. Nubeqa, a cancer treatment, and Kerendia grew at a combined 68% last year, and the recent approval for Kerendia underscores the treatment's potential in both heart failure and chronic kidney disease, with blockbuster potential in each indication. The Beyonttra launch is outpacing expectations. One year after its launch, half of newly diagnosed patients in Germany are receiving Beyonttra to treat a fatal heart condition. This year, the launch of Lynkuet, a non-hormonal treatment for menopause symptoms, is in full swing. We started in the U.S. and are now expanding to the EU. In February, we released outstanding results for Asundexian, our investigational medicine in secondary stroke prevention. We hope to make it available to patients as soon as possible.
On Crop Science profitability, we kicked off an extensive performance improvement program and the focus now is on delivery. We've taken steps to rationalize our portfolio and our footprint. We're reshaping our crop protection portfolio around higher margin, more innovative molecules. Plenexos was launched in Colombia in late 2025, and we're planning to hit the market in Brazil once we receive registration, which we expect later this year. This is an insecticide that can protect harvests from harmful pests and spare beneficial insects with just a few grams per acre. Let me break that down. If the soccer pitch at the BayArena were a soybean field, you could treat it, the whole soccer pitch, with only 17 grams of Plenexos. Now, if you want a feel for how much 17 grams is, that's the weight of just two 2-euro coins. Imagine that, a whole soccer field with that much Plenexos.
We have big innovation plans like this, which really take off in 2027 and beyond. That's why our performance improvement work in 2026 is so important. We're taking steps to improve our cash generation and to strengthen the operational foundation of our business. On litigation, for years, we've been working on a multi-pronged containment approach. In the early months of 2026, much of that approach has become visible. In February, Monsanto announced a class settlement, which received preliminary approval in early March. We've seen numerous plaintiff firms, even firms who traditionally oppose class settlements, recommend the settlement to their clients. Further, we're pleased that the U.S. Supreme Court will hear our case with oral arguments scheduled for next Monday. This is a big milestone for American farmers, and a lot is riding on it.
The U.S. is among the most advanced agricultural countries on the planet, and our innovation pipeline is full of new tools, including Preceon short corn that's less carbon intensive, and Icafolin, which is the first major new post-emergent herbicide mode of action in a generation. These are game-changing innovations for farmers that took decades and billions of dollars to research and develop, and which undergo serious regulatory scrutiny by expert independent agencies. Now, why continue that work if it still leaves you at the mercy of a $600 billion litigation industry? More and more people understand this, and we'll keep making the case. Earlier this month, lawmakers in Kentucky voted to enact legislation protecting farmers' access to scientifically regulated crop protection products. We're grateful to see a broad coalition of farmers, farm groups, and the scientifically-minded public calling on lawmakers in other states to take similar steps.
Much has been done to significantly contain litigation, and this remains an active situation with important milestones and decisions in the weeks ahead. We continue to take it one day at a time, and we remain prepared for all scenarios. Cash generation and deleveraging remains a top priority. I want to acknowledge that we're once again proposing paying out the minimum dividend as we've previously communicated. This is not an easy step, but it remains the right one for the company's financial future. As we consider our dividend policy going forward, we'll look carefully at the company's capital allocation strategy that's given our cash and debt position. Now, our final strategic priority is the advancement of our new operating model. Two years ago, Bayer was run like any other multinational, with lengthy chains of command and strategy and budgeting processes whose key organizing principle was the 12-month Gregorian Calendar.
That's no longer the case. We're acting in focused 90-day cycles. We've roughly halved the numbers of layers, and we've reoriented the focus of the firm from administering to doing by cutting management by two-thirds. Bayer is moving faster, more flexibly, at less cost. There's still more to do. We're focused on the vital work of scaling key mechanics and practices of the new system. We feel this setup positions us well for the coming artificial intelligence revolution. In fact, if you listen carefully, many companies leading the AI charge are moving in a similar direction. Flatter organizations, larger teams, more nimble rhythms, and faster, more fluid sharing of information. There's a popular phrase at Bayer. It probably exists at a lot of large companies, which are home to vast expertise that's fragmented in research labs, in subteams, in meeting minutes.
The saying is, "If Bayer knew what Bayer knows." Well, soon we may know. We're exploring how artificial intelligence can unlock the extensive Bayer intellect, speed up key processes, and free up our people to get more creative about tackling Health for All, Hunger for None. We continue to make significant investments in our IT infrastructure, in streamlining our systems and simplifying the way we sort data so that people at Bayer and our customers can benefit from the full intelligence of the enterprise. This is a company that serves 600 million consumers with everyday health treatments, that processes more than 25 billion data points in seed genotyping.
If Dynamic Shared Ownership is our opportunity to make the enterprise more entrepreneurial, agentic artificial intelligence is our chance to make the organization more effective with every individual at Bayer commanding more data, more autonomy, and more resources for our mission, Health for All, Hunger for None. That mission is optimistic, but it doesn't exist in a vacuum. We're living in times when its optimism might feel quite distant. Wars, uncertain international relations, a warming planet, technological disruption, interruptions to the availability of important inputs like fertilizer for the world's farmers. These are times of great upheaval. In the past three months, I've been on both coasts of the United States. I've spent time in Germany, China and India. I've had the chance to speak with people who are running global artificial intelligence platforms and people who farm plots of land that are smaller than this room.
I've spoken with political decision-makers across the ideological spectrum and people on the shop floor. No matter with whom I speak, the conversations have a lot in common. Great concern for our world, a desire to make things better, and a clear sense of focus on the things that matter most. In uncertain times, the superficialities are stripped away. Companies must ask the questions, what can we do? How can we serve a world in turmoil? There's nothing superficial about Health for All, Hunger for None. We're active in essential sectors. We do work that people depend on for their basic needs. I've met people across the company, and I'm consistently humbled by their expertise and great dedication to our work. Last month, I visited Team Bayer in India.
Our Consumer Health team in India reaches at least 20 million people who otherwise have limited access to care, with sales channels that range from open air markets to on-demand deliveries in 15 minutes or less. Just a few weeks ago, our Crop Science site in Zambia celebrated one year of production. Just a few years ago, the region where we built this site could barely feed itself. Now we're planning to triple Zambian corn output, reaching up to 10 million smallholder farmers by 2030 and supplying seeds to neighboring countries. In 2025 alone, Team Bayer reached 68 million women in low and middle-income countries with modern contraception, 53 million smallholder farmers with key agricultural products and services, and 82 million people in underserved communities with self-care. This is a company people can count on for the fundamentals. That's true today, and we're working on tomorrow.
Let me share two examples, one from agriculture and one from health. Four billion people on this planet depend on synthetic fertilizer for their food, and around one-quarter of global fertilizer production passes through the Strait of Hormuz. Together with expert partners, Bayer is one of the few companies working to enhance the natural capabilities of key plants like corn, like wheat, to improve nitrogen utilization, which could significantly reduce reliance on synthetic fertilizers. Imagine the potential. In human health, we're at the forefront of modern medicine's fight against Parkinson's disease. Bayer is the first company to have advanced both a cell and a gene therapy against this devastating disease. Clinical trials are running as we speak. We're in uncharted territory and that can be uncertain, but there's no Health for All, Hunger for None without venturing into new terrain, and we're steadfast in our ambition to lead this fight.
Well, in uncertain times, dear shareholders, we have a mission that's meaningful. It's fundamental. It matters today and tomorrow. In the past two years, we've made big progress in focusing the company on that mission and clearing out everything else. Bayer is a company with a deep sense of who we are, what needs to be done, and what we exist to do in this world. We've still got a lot to accomplish, and we're on the right track.
Now to close, I'll summarize with a few words in German. We've made great strides, but we're not finished yet. Team Bayer.
We've made big progress, but we're no longer.
Team Bayer has an important mission and a clear plan, and we are setting up the company for a successful future.
Thank you for your time, your support, and trust, dear shareholders. We'll keep going in pursuit of Health for All, Hunger for None.
Ladies and gentlemen, our CEO, Bill Anderson, has now offered you information on the annual financial statements 2025. Thank you very much for your convincing report. Shareholders, ladies and gentlemen, I'll now move to the report of the Supervisory Board, which is part one of today's annual shareholders meeting. Item one of the agenda. You'll also find this on pages 13-22 of the annual financial report. In the completed fiscal year, the Supervisory Board was looking at the strategic alignment of the company and in the implementation of strategic priorities, namely the development of the Pharma pipeline, the legal cases, and deleveraging profitability of Crop Science and reducing bureaucracy by implementing in a consistent manner dynamic ownership. I will go into this in my report in more detail. Furthermore, the Supervisory Board also took important decisions on the Board of Management.
Bill Anderson will have his contract extended, and Stefan Oelrich, the head of our Pharmaceuticals Division, will have his contract extended to January 1st, 2029. The Supervisory Board also appointed Judith Hartmann to the Board of Management effective March 1st, 2026. Judith will take over from Wolfgang Nickl as CFO when he steps down on May 31st, 2026. Finally, in March of this year, the Supervisory Board extended the service contract of Heike Prinz, our labor director and Board of Management member responsible for human resources, to August 31st, 2028. In addition, the Supervisory Board gained a new member in 2025, Nadine Dietz. As I outlined last year as part of the Annual Stockholders' Meeting, she joined the Supervisory Board effective January 1st, 2025. Ladies and gentlemen, the Supervisory Board convened for nine meetings last year. There were also 28 meetings of our Supervisory Board committees.
Our key annual meetings were held in person, including the February meeting on financial statements, the September strategy meeting spanning several days, and the annual planning meeting in December, which was in person. The other meetings were held either as virtual video conference or as hybrid meetings. With many Supervisory Board Members not residing in Germany, this was practically the only viable option, especially in the case of extraordinary meetings arranged at short notice, while also representing an appropriate choice from a sustainability and cost perspective. 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 the company. 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 2025 Annual Stockholders' Meeting, we extensively engaged with investors on Board of Management compensation, and in early 2026, we continued our dialogue through our Corporate Governance Roadshow, focusing on general governance topics such as the composition of the Board of Management and the Supervisory Board, compensation related matters, and the Supervisory Board's role in the strategy process, along with other important aspects such as the company's efforts to contain litigation. In total, we engaged with 21 investors representing 33% of our shares outstanding. 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.
Ladies and gentlemen, over the course of the last year, the Supervisory Board continued to monitor the Board of Management's business strategy and the company's performance very closely. In my report for the Annual Stockholders' Meeting last year, I listed five priorities for the Supervisory Board's work in 2025. Firstly, improving performance in all areas. Secondly, advancing the pipelines at Pharmaceuticals, Crop Science, and Consumer Health. Thirdly, improving 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 lead litigation issues. We've been focusing on these topics or iterations thereof in previous years too. As before, they represent important priorities for our work as a Supervisory Board. Allow me to now briefly describe how Bayer fared in each of these areas.
Since it is such an important topic, Bill Anderson already went into some detail on these, and I'll therefore keep my speech brief on the matters. But I would like to mention that we achieved two independently necessary and mutually reinforcing milestones, especially as regards litigation. As previously announced, we achieved two independently necessary and mutually reinforcing milestones in this regard at the start of the year. In February, Monsanto reached an agreement with a nationwide class of plaintiffs to settle current and potential future cases in the glyphosate litigation, along with additional settlement agreements relating to glyphosate and PCBs. In parallel, we welcomed the U.S. Supreme Court's decision in January to review the Daniel case, a particularly relevant case in the glyphosate litigation. The U.S. Solicitor General had previously issued its recommendation that the Supreme Court review the case.
We also continue to work with U.S. legislators to support clear and consistent regulatory standards for crop protection products. Just recently, the White House issued an executive order underlining what a crucial role glyphosate plays. The Supervisory Board as a whole oversees the company's multi-pronged strategy to significantly contain the litigations, and has also reached specific settlement agreements which were extensively addressed during all ordinary meetings as well as a number of extraordinary meetings, and were also the subject of a written resolution. The Supervisory Board's deliberations on these topics are based on preparatory work by the legal risk committee, which is chaired by Lori Schechter. In particular, the aforementioned class settlement agreement reached in February of this year as part of the glyphosate litigation was a topic of particular focus for the Supervisory Board.
Supplementing input from external experts consulted by the Board of Management, the Supervisory Board also sought its own legal advice and subsequently approved the conclusion of the settlement agreement on that basis following in-depth discussions. We also extensively focused on the other priorities I mentioned earlier, performing our oversight and advising. Each one of these areas, the company has also been able to make major strides. The Crop Science Division, for instance, has taken steps to improve operations and efficiency, while also carefully reviewing the product portfolio to ensure investments are being made in areas where it can deliver major value for customers, while also securing the highest possible returns for the company. Powered by its leading innovation capabilities, the division plans to launch 10 blockbusters over the next 10 years.
It also remains committed to hitting the goal of lifting its EBITDA margin before special items to a mid-20s% range by the end of 2029. The Pharmaceuticals Division, for its part, has made great progress in growing its top line and bolstering the pipeline. On the sales front, the division exceeded its original expectations. Nubeqa and Kerendia have delivered significant gains, driven in part by approvals for new indications. Bayer has also obtained marketing authorization for its new products, Beyonttra and Lynkuet, in 2025. In addition, the company published positive phase III data for Asundexian for secondary stroke prevention in February 2026. Bayer also continues to make strides to improve cash generation and reduce debt. In 2025, the company generated free cash flow of EUR 2.1 billion.
Meanwhile, Bayer achieved a substantial reduction in the net financial debt, which fell from EUR 32.6 billion as of year-end 2024 to EUR 29.8 billion as of year-end 2025. The implementation of Dynamic Shared Ownership, DSO, the operating model, has already brought significant improvements in terms of speed, efficiency, and customer focus. Bureaucracy has been slashed, hierarchy levels have been greatly reduced, and decision-making has been placed in the hands of those doing the work. These steps have also already delivered shorter innovation cycles and enhanced growth momentum. The company is targeting EUR 2 billion in sustainable organizational savings by the end of 2026. An additional topic that has become a priority from the Supervisory Board's perspective is the use of artificial intelligence. Bayer is increasingly leveraging the power of AI throughout the company as we look to further optimize processes, unlock efficiencies, and accelerate innovation.
Thanks to the DSO operating model, we are in a position to effectively deploy new processes and tools in a targeted manner. Throughout the company, a number of AI initiatives are underway, helping us to utilize it more effectively and deliver ever greater impact, not just for our customers, but also as a key factor for our competitive profile, but also as a lever for bolstering our company's profitability. Our existing digital tools and platforms provide a strong foundation for implementing AI. In addition, the Supervisory Board has frequently explored ways that it can utilize AI to support its own work. Ladies and gentlemen, I would now like to move on to the agenda for today's Annual Stockholders' Meeting. From the perspective of the Supervisory Board, the agenda mainly comprises the standard Annual Stockholders' Meeting items.
There are also two Supervisory Board elections to be conducted, which I will talk about shortly. Another point to mention concerns the appointment of the auditor. Due to the legal requirements around mandatory auditor rotation, today's Annual Stockholders' Meeting marks the last time that we will be proposing Deloitte GmbH as the auditor of the financial statements of Bayer AG and the consolidated financial statements of the Bayer Group, as well as the sustainability report. That also means that a new auditor needs to be proposed to review the interim report for the first quarter of 2027. After conducting a selection process in accordance with the legal requirements and based on the recommendation and reasoned preference of the audit committee, the Supervisory Board proposes that PricewaterhouseCoopers GmbH be appointed as the auditor to perform the aforementioned review.
Ladies and gentlemen, I would now like to turn to Board of Management compensation for 2025 and share some insights. Last year, we conducted a mid-cycle review of the Board of Management compensation system, which was approved by shareholders at the 2024 Annual Shareholders' Meeting. Performed midway through the four-year cycle, this review was designed to explore whether an updated system should be put forward at this year's Annual Stockholders' Meeting. Our review clearly demonstrated that the critical points raised by Stockholders mainly related to the application of the compensation system rather than the underlying design of the system itself. Against this backdrop, and consistent with investor feedback, the Supervisory Board decided to keep the current system in place. That is why we are not putting forward a proposal for a new compensation system at this Annual Stockholders' Meeting.
At the same time, we are mindful that our 2024 compensation report received 67% support, which was below our expectations. During engagements, certain shareholders shared critical feedback on the link between pay and performance with respect to the payout factors for the variable compensation components STI and LTI for fiscal 2024. They also saw potential for additional transparency around the application of the factor for strategy development and execution. We took this feedback into account in our 2025 compensation report and provided more detailed information on how targets are set and attainment is evaluated, as well as how the factor for strategy development and execution is applied. Alongside these improvements, we also focused on further enhancing our reporting and disclosures in order to provide greater clarity around our pay-for-performance approach.
The Supervisory Board will continue with efforts to optimize the design and application of the compensation system while taking into account Stockholder feedback. Ladies and gentlemen, with respect to the 2025 Short-Term Incentive STI plan, attainment for our CEO amounted to 121%, which was also on par with the average attainment level among the other Board of Management members. This reflected performance against the financial and strategic targets we set at the beginning of 2025, which paved the way to upgrade the guidance for the Pharmaceuticals Division and thus also for the group as a whole later in the year. Within the STI attainment for the year was based on above target performance for sales growth and for core EPS, as well as below target performance for free cash flow.
Regarding the Long-Term Incentive LTI plan, the attainment level of our Board of Management members participating in the tranche 2022/2025 performance period amounted to 28%, reflecting below threshold performance of relative TSR and ROCE, and above target performance for our sustainability goals. Ladies and gentlemen, let's now turn to the audit of the financial statements for fiscal 2025. The audit committee and the Supervisory Board extensively discussed and examined the financial statements of Bayer AG, the consolidated financial statements of the Bayer Group, the combined management report and the audit report prepared by the external auditor for fiscal 2025. There were no objections, and we therefore concur with the results of the external audit. We are in agreement with the combined management report and in particular with the assessment of the future development of the company. 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 payment of a dividend of EUR 0.11 per share. As announced back in 2024, 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 through 2025. The Supervisory Board is aware that the substantial reduction of the dividend presents a significant burden for our Stockholders. However, given the fact that Bayer needs to further reduce its debt, an area in which we made encouraging progress last year, we believe that this remains the right decision and an important one at that. The Stockholders. 2025 was a pivotal year for your company, Bayer AG, as it looked to advance its turnaround.
It was a year in which we made significant progress on our key strategic priorities. We have embarked on a clear path to ensure Bayer is best placed to thrive in the competitive environment. On behalf of the Supervisory Board, and if I may, 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. Ladies and gentlemen, I'd like to conclude by sharing the following remarks. I'd also like to mention the Supervisory Board elections. Therefore, two elections are required. The Supervisory Board would like to propose the election of Marcel Smits and Alfred Stern. These two people are particularly competent and fulfill the requirements of them excellently. Capital market experience, governance questions, operative experience in transformation phases, and corporate experience on Asian markets.
Marcel Smits is involved in tax law. He was a CFO of large international companies, for which, among other things, he worked for many years in Asia and in the U.S.A. Alfred Stern is an engineer and until August will be the CFO of another large company. He's also a member of the Supervisory Board of several companies of the OMV company. These appointments will be laid down by him by August at the end of the year. Marcel Smits and Alfred Stern will now introduce themselves to you by way of short video, and these videos were recorded in advance.
Good morning. My name is Marcel Smits. I am Dutch and I was born in the Netherlands in 1961. As you have seen, I hold a master's degree in business administration, a degree in tax law, and a CPA certificate. I have a broad background with experience across many regions, roles, and industries. In 2022, I ended my corporate career and have since been running my family office from Singapore. I spent most of my time supporting companies in the early stage, the majority of which are in the sustainability sector. I find the opportunity to help Bayer regain its leading position in the world of Pharmaceuticals and agricultural science very appealing. When science-based companies like Bayer are successful, society as a whole benefits. That is what drives me to play my part. It is also important for Europe to have major industrial champions.
For me, however, the more compelling story is how the company is trying to accelerate long-term innovation and thereby increase revenue growth and profitability. If this succeeds, the company can become a shining example for many European companies that want to compete successfully on a global scale. With this, I'm standing for election and hope for your support.
Dear shareholders. My name is Alfred Stern. I'm very pleased to have been nominated for election to the Supervisory Board of Bayer AG. Let me briefly introduce myself. Since 2021, I have served as CEO of OMV, which is a publicly listed energy and chemicals company headquartered in Vienna. My term in this role will end in August of this year. As a native of Austria, I have worked in the chemical industry for over 30 years with international assignments in the U.S., Switzerland, and of course, Germany.
What I have in common with the long-established Bayer Group is the deep personal conviction that we must safeguard the essential foundations of our lives, health, nutrition, and energy. Bayer stands for scientific excellence and innovative solutions that improve the lives of patients, farmers, and society worldwide. This ambition is powerfully embodied in Health for All, Hunger for None. I combine a cross-industry perspective with extensive experience in innovation and technology, corporate governance, as well as in transformative mergers and acquisitions and complex legal cases, always with a clear focus on consistent business execution. This is what I would like to bring to the Supervisory Board, with independence and integrity. I thank you for your trust. I would be delighted to accompany you, the esteemed Stockholders of Bayer, on this journey. Thank you very much.
Thank you very much to Marcel Smits and Alfred Stern. Ladies and gentlemen, Colleen Goggins and Paul Achleitner will not stand for re-election. Furthermore, Frank Löllgen, a representative of the employees, will lay down his appointment to the end of today's meeting. The company has already requested the legal appointment of a successor. All three members of the Supervisory Board leaving, I would like to thank you all. Colleen Goggins was first elected to the Supervisory Board in 2017. From 2019 to 2021, she was part of the Committee for Litigation, and since 2020, she has been in the ESG Committee and the Nominating Committee of the Supervisory Board. Among other things, she has excellent expertise in Consumer Health and brought this into her work in the Supervisory Board.
Paul Achleitner was elected for the first time at the Annual Stockholders' Meeting of 2002 and was a member for an impressive 24 years. In the time of his membership, he shaped the significant developments of the company over all of those years for a quarter of a century. For example, the restructuring at the beginning of the 2000s, the restructuring of the chemical business in Lanxess AG and the plastic business in Covestro AG, as well as taking over Schering and Monsanto. Paul Achleitner was also a member of almost all committees of the Supervisory Board for many years. Frank Löllgen also has much experience to look back on. He began in 1978 with an apprenticeship at Bayer. He then began working at a predecessor of today's IG BCE and was then voted into the Supervisory Board in 2015 on the proposal of the employees.
Since then, he was a member of the Auditing Committee and since 2024 in the Legal Risks Committee, and for this duration of its existence, the Committee for Innovation. Dear Colleen, dear Paul, dear Frank, for you, this is the last Bayer Annual Stockholders' Meeting that you will take part in as members of the Supervisory Board. I would like to thank all of you for your long dedication and work in the Supervisory Board. We wish you all the best for your future. For a member of the Board of Management, this is also the last Annual Stockholders' Meeting. As I mentioned at the beginning, and has been planned for much time, our CFO, Wolfgang Nickl, will be laying down his appointment at the end of May and will be going into retirement.
Under Wolfgang Nickl's management in the last seven years, Bayer has been able to significantly improve its structures and processes, make itself improve in a comprehensive manner. Dear Wolfgang, we are very grateful to you. We wish you for your future all the best. Ladies and gentlemen, I'd like to now mention we'd already talked about the work and focuses for the Supervisory Board as it looks to support the company's multi-year transformation. We 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 efforts to move Bayer forward. Firstly, improving performance in all areas. Secondly, advancing the pipelines in Pharmaceuticals and Crop Science, including in the medium term. Thirdly, improving cash flow and sustainably reducing net financial debt.
Fourthly, continuing to implement Dynamic Shared Ownership to demonstrably enhance performance. Fifth, achieving further progress in significantly containing the major litigations that Bayer is involved in and ensuring the requisite financing is in place. Dear 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 personally will closely monitor and oversee Bayer's ongoing transformation. We look forward to our continued dialogue with you. Thank you very much. Ladies and gentlemen, before we enter into the debate on today's agenda items, I would first like to inform you of the attendance figures. I will then give you some organizational information. I now have the attendance numbers.
Of the company's registered share capital divided into 982,424,082 no-par value shares. We have 549,563,488 no-par value shares, which are represented with the same amount of votes. This corresponds to 55.94% of the registered share capital. Furthermore, the company received postal votes for 34,092,281 no-par value shares. In total, votes are present thus for 583,655,769 no-par value shares, which corresponds to 59.41% of the registered share capital. When attendance was calculated, 368 Stockholders and Stockholder representatives were taking part in today's Annual Stockholders' Meeting online.
I can also inform you that a further more than 1,452 people were following the virtual Annual Stockholders' Meeting in the public stream when attendance was calculated. Now on to the announced organizational notes. It is not expedient to divide up the speeches on the individual agenda items. The debate on all agenda items should therefore be summarized. I would therefore ask speakers not to separate any contributions on several agenda items, but to present these together. Please also note that only speeches that relate to the agenda of today's Annual Stockholders' Meeting are permitted. As you know, according to the German Corporate Governance Code, an Annual Stockholders' Meeting should be concluded within four to six hours at the latest. This has not been possible at recent Annual Stockholders' Meetings. Nevertheless, I will endeavor to ensure that everything runs smoothly today.
In the interests of us all, I would ask for your support. I have already received numerous requests for the floor, and I would ask those who still wish to take the floor to do so promptly. I would also urge you to keep your speeches brief and limit them to 10 minutes as was done in the past. In view of the requests to take the floor that have already been received, I reserve the right to formally limit speaking and questioning time in the further course of the Annual Stockholders' Meeting. Ladies and gentlemen, after your comments have been received, I will coordinate with the Board of Management, and these shall be answered. After the answers have been given, we will just talk about and come to the voting on the points of the agenda.
I would like to mention that you can also carry out your voting rights using the shareholder portal. You can also change your votes until I close the vote. I will announce the closing of the votes, but I would ask you not to wait, in your own interests, until the last moment to vote or issue instructions. Ladies and gentlemen, the first speaker, hopefully, is Marc Tüngler, who I will call upon. Mr. Tüngler, please be prepared. I would also call upon Dr. Sven Hafkesbrink to ready yourself. Then Mr. Ingo Speich will speak. In addition to your name, please indicate for whom you are speaking. I also intend to announce in advance during the course of the meeting in order to inform them in good time about the upcoming connection to the Annual Stockholders' Meeting. I will then call the respective speaker by name immediately before connection.
Ladies and gentlemen, I will now pass the floor to Mr. Tüngler.
Thank you very much, Professor Winkeljohann, for giving me the floor. Indeed, my name is Marc Tüngler, and I'm General Manager of the DSW Stockholders Association, not to be mixed up with the DWS, which certainly will take the floor later on. Now, this is the AGM, and what's the conclusion? Bayer has delivered, you have delivered. You have lived up to your forecast, and your targets have been met, especially net debt has been reduced significantly. That's very important because certainly it's going to rise again in the future as well. I will come back to this. The operating business has seen clear progress, and that's really what matters. Bayer not only has got its litigation issues, but also the operating business in Pharma and Crop Science. Here we see a silver lining on the rise, the positive development, and that's really what matters.
That's also why the share price has responded accordingly. Thank you very much. Now, at last, as Bayer Stockholders, we're not only suffering, but we can also look optimistically into the future. That's something we need to appreciate. Also that gives us hope, and not only us, the existing Stockholders, but also those who are looking for an attractive investment and have thus detected Bayer as a possibility. Of course, there's also the litigation. Of course, it is for sure that our cash flow is not directed at the future where it belongs, but at the past. That needs to be changed.
You're working on this, and that's also something that we highly appreciate, because at last, we now have got the impression that you've got a clear plan, a clear roadmap of how to contain these issues so that finally that Monsanto litigation matter can be put behind us. Of course, I've got a couple of questions for your operating business. Let me start right away, because I think it's very important for us as Stockholders to understand what's currently happening in the U.S. with the Supreme Court, with the litigation taking place, and therefore I've got a few questions. I'm looking forward to your answers. My questions are not that important. Much more important are your answers. Now, the question. Do you now feel that the litigation risk has now really been contained? Or what is your current view on this? What's our risk?
What's our risk if the Supreme Court rules against us? I mean, that's also very relevant. The settlement is one thing, but the Supreme Court is also another aspect. Both of you, Mr. Anderson, Mr. Winkeljohann, mentioned this. What is your take on the risk of the Supreme Court ruling against us? What's our contingency plan, our fallback solution, if that were to happen? Maybe you can briefly elaborate on this because you didn't discuss that at greater detail. That's why I'm asking. Now, what is your specific yardstick for you and we, the Stockholders, saying, "Yes, we can now tick it off." When has that litigation risk for you been contained significantly? When will that be over? When do I not have to ask about this anymore? Maybe that's your yardstick.
When will that case be closed in your point of view so we can better understand this? For example, what acceptance ratio in the settlement is required for you to call it a success? That's very important for us to understand. We also very much appreciate the fact that you do not plan to take any equity action for the glyphosate matter, at least for the time being. Is it going to remain, so do you have any plan to raise any new equity? Basically, you received the approval last year, but let me repeat this. So far, I haven't heard about you planning to take any action in terms of your equity. Maybe you can also elaborate on this, to let us know whether you are not planning to ask us as Stockholders to inject any further money.
When you talk about debt and when you fund this via debt, maybe there might also be hybrid solution that might be similar to an equity action, but not any capital increase. What about our rating? Because there's a lot of money involved. Can you secure the current rating or it's going to be very expensive for us in the future? It's already quite expensive, but it's gonna get even more expensive anyway in the future with the interest burden. Now, if we can tick off that litigation matter. What is then your view of Crop Science in our group? Because that's also a matter that has been raised very often, not by you, but rather by others. Namely, how do you view the future of Crop Science in our company?
Once most of the litigation has been finalized, is that the right time to divest that part of the company? Is that still a matter for discussion or have you ticked this off as well? How confident are you about the pipeline in Crop Science? We always talk about a Pharma pipeline, but what's your take on the product pipeline in Crop Science? What can you report in this regard? Then, of course, we always talked about the patent cliff and the patent gap in Pharma. Has this now been overcome? We talked about it a lot in the past, and today, of course, we are one year older, but hopefully also one year smarter, and therefore, have we now overcome the patent cliff? Can you really announce this as of today? Now the DSO.
You, Mr. Anderson, Mr. Winkeljohann, you both talked about it, and you mentioned an amount of. Maybe you could tell us what does this do to the company? Of course, the one is saving costs, but the other thing is, what does it mean to employees? Things have come down a bit, but saving money is one thing, but productivity or efficiency is the other thing. Now, looking at the compensation report, you've also touched upon this, Professor Winkeljohann. It's very interesting to see. In the STI, we are above 100%, but STI at 28%. Now, I'm saying something which might come as a surprise to you because this is unusual to hear from a shareholder representative, but I'm a Supervisory Board Member myself. How can you attract new board members? If you did, by the way, welcome, Ms. Hartmann.
How can you attract new board members? 28% target achievement, that's really heavy. Has the compensation system, at least in the long term, been set up in such a manner that it has a motivating character and allows us to attract the right people? We've got good people on board, don't get me wrong. Shouldn't you, and you said in two years you will have a look at this, should you rather send a new incentive on the LTI? Looking at the strong share price, do we have the LTI aligned in the right way? Shouldn't we take the cash flow more into consideration? I don't think that the compensation system gives you a problem finding good potential new board members, but maybe you can elaborate on this. Thanks to everybody leaving today.
Ms. Goggins, thanks for your strong commitment and, of course, also to Paul Achleitner. I hope we will meet again soon. I've got a bit of a guess that this is going to happen, and I'm looking forward to that. Mr. Nickl, of course, we thank you very much. You as the CFO, you had really a busy time, and we still had a path together at ASML.
Well, it seems that we have lost Mr. Tüngler's signal in one of his last sentences. We will try to log him in again. No, we continue. Thanks very much, Mr. Tüngler, for your statement and for your questions. We now continue with the next speaker, Dr. Sven Hafkesbrink of SdK. After that, I also would like to ask Mr. Speich from Deka and Janne Werning from Union Investment to get ready. First, Dr. Hafkesbrink, please.
Well, I have just heard that Mr. Hafkesbrink is not ready yet. Next would be Mr. Hendrik Schmidt, and after that, Ingo Speich and Janne Werning. Mr. Schmidt, you've got the floor.
Well, thank you very much, Professor Winkeljohann. Dear Mr. Anderson, ladies and gentlemen on the Supervisory Board and the Management Board, dear Stockholders. I'm Hendrik Schmidt, and I represent DWS, one of the leading European asset managers, and on behalf of our investors and their investments, it is my pleasure to talk to you at Bayer AGM. Of course, this is only the seventh virtual AGM since 2020 for Bayer. We would have loved to hold this dialogue face-to-face. Now, the previous speaker already mentioned, and you did so as well, the Bayer Group has reached its targets for 2025 and for 2026.
A solid development in profit and revenues is to be expected also, thanks to FX. The progress in all of divisions is to strengthen the growth of the group in all areas in the medium term, which was also urgently necessary because we, the Stockholders, for a long time, had to wait for good news from Leverkusen. Therefore, at this point, I also would like to thank all employees and also the members of the Management Board and the Supervisory Board for their strong commitment in the past fiscal year, and I kindly ask you to pass on these words of gratitude to the entire workforce. Now, taking a closer look at revenues, so that the adjusted profits per share from ongoing business remains still behind the previous year's figures.
What we are confident about is the outlook for the year and also the positive news on the provisional approval of the class settlement for current and future Roundup claims, and also the positive outlook for the expected decision of the U.S. Supreme Court in June. Now, the glyphosate settlement and the remaining litigation risk, that's something we'd like to better understand, and here we'd like to know how many claims are still pending, and were further claims filed going beyond those mentioned in the annual report? In general, how many more claims do you expect? After the preliminary approval, the next step is to notify the possible participants of the class settlement, and how confident are you that the participants of that class settlement will accept it or will reject it and therefore take it to the court?
Now, do you expect that after the fairness hearing, the court will then rule on the final acceptance of that settlement? Regarding the capital provided, as Mr. Tüngler said, do you expect that you will need that amount provided for so far, or will it go beyond that? Now, which would be the impact of the U.S. Supreme Court's ruling on this settlement and the other cases? Now, you already mentioned that you've been able to improve your net debt to EUR 29.8 billion. You reached the lower end of your guideline, which you had already lowered last August anyway. Now, here we would like to know the term of this debt, how has that shifted, and how does Bayer plan in the medium term to deal with the net debt and borrowing? Then we are interested in the progress made in developing and introducing pharma products.
Bender managed to establish growth drivers and this substantiates your outlook. We've got specific questions on Crop Science and Consumer Health. How are you making progress in your Road to Billion strategy? Can we here expect the performance improvement to accelerate? In terms of Crop Science, well, an overall settlement here is still pending and you spoke about this, and please explain your strategy and please let us know what's your view on the update of the Farm Bill. Which is the most important legislative activity in the U.S.? Is there any steps that boost your confidence in the outlook on this? Did you make any payments to individual parties in the U.S. and to what extent? Now, one aspect on the further strategic development.
If the Management Board and the Supervisory Board were to consider divesting individual divisions, which has been discussed in the public also several times, then we expect that this is done in a stockholder-friendly manner, namely that in that case, all shares are placed at the stock exchange in Germany. I mean, a bit by bit approach, like at that time taken by Covestro, that's something we reject. This brings me to corporate governance and the composition of the Supervisory Board. At today's ASM, the mandates of Ms. Goggins and Dr. Achleitner as shareholder representatives will end. We thank both of you for your long-term commitment to our company. You, Dr. Achleitner, were elected to the Supervisory Board for the first time in 2002 and for the last time in 2021.
Over these 24 years of your term, you had to support a couple of extraordinary decisions, and you have supported the Bayer Group all of the time with all of your full power. We thank you for your great commitment and bid farewell to you and wish you all the best for your future. Mr. Smits and Mr. Stern all already were presented to us as successors. We welcome these two proposals. They complement the Supervisory Board, especially in food and agriculture and also chemical expertise. However, the know-how in the pharma area, which is the most relevant business for Bayer in the future, it does not strengthen and is still underrepresented on the Supervisory Board. Therefore, we considered it very important that the Supervisory Board pursues the strategic further development of this know-how, considering the significance of that business for the Bayer Group in the future.
Considering the terms ending in the next two and five years, succession planning is also very relevant for us. In your letter to the Stockholders, Mr. Winkeljohann, you referred to the sophisticated search for successor to the CFO. The handover from Mr. Nickl to Hartmann is something that we consider well-considered and Ms. Hartmann, we welcome you on the Management Board and wish you all the best for the upcoming tasks, which will certainly also be challenging to you. At the same time, however, the question now arises. What about the succession planning for the Supervisory Board? Namely, here specifically, how do you approach succession planning on the Supervisory Board? Who is involved in it, and how often does the nomination committee and the plenary of the Supervisory Board deal with that matter?
Mr. Winkeljohann, your term will also expire next year, and we also would like to know what your outlook is and whether you will still be available as the chairman of the Supervisory Board beyond the ASM 2027. Therefore, let me ask you whether you will also be available again for the next term to be decided upon at the ASM 2027. This brings me to the question about the skills and know-how on the Supervisory Board. In combination with the competence profile, one key tool for succession planning should be used in a more elaborate manner. We expect this to be used and presented in a more transparent manner for us to be able to determine whether the full skills and competence is available.
Because the binary mode currently still used in that competence profile doesn't allow us to really assess the current skills now available on the Supervisory Board in a precise manner. Therefore, we ask for a more precise and more comprehensive description of the skills and know-how on the Supervisory Board. In 2025, according to Annual Report, the Supervisory Board also reviewed the external efficiency review and identified a certain room for improvement. Here we would like to know which specific aspects have been identified there and how you intend to report on the implementation of the respective actions. Let me once again add one specific improvement for approval. Please publish the terms of reference of the Board of Management, which should be an easy task. This brings me finally to compensation. Of course, that's something that we also think very hard about as Stockholders in 2024.
We approved the concept, basically, and the compensation report last year was also approved by us. Now, in 2024, you announced that you're going to review the compensation system within the two years period, and the annual report says that the interim review did not lead to any changes to the compensation report and that the Supervisory Board will also in the future make sure through a respective review that you pay for performance, full stop. Now, paying for performance is also important to us. Against this backdrop, we would like to know which findings you generated in dialogue with us on the compensation system and which criteria to apply to determine whether that compensation system is appropriate. Did you use the market practice or best practice as a reference? I also would like to come back to non-financial targets once again.
Last year, we already stated that we expect the Supervisory Board to use these non-financial targets also in the Short-Term Incentive, and we'd like to know whether this was implemented. On the Change in Control clauses, let me tell you that we're taking a critical view on this. In the Bayer case, however, very tight criteria have been defined for the application of this clause, but there is still a question about the scope and the competence. Which compensation aspect is that clause? Because it's, I quote, "250% base compensation." Is that just the fixed compensation or does this also include short and long-term variable components or even pension obligations that are included in this calculation? Now, this year, when it comes to approval of the compensation report, we will abstain.
For the further development of that system, we expect that our statements will be taken into account, and for the future, we recommend that Change of Control Clauses are avoided. Now, we approve the proposals for ratification of the acts of the management, and we wish you, the members of the Management Board and Supervisory Board, great success in the decisions coming up in this very important fiscal year. For us, the Stockholders, we hope that this slight growing hope, which still seems to be emerging in the U.S., we hope that this will also manifest itself in the share price at the end of the day, and that it will not wiggle again due to more glyphosate being spread. Thanks for your attention.
Thank you, Mr. Schmidt, for your submission, your wishes, and the questions that you have asked, which we will answer, of course, later on. I would like to add that Mr. Tüngler tried to get back into the system. Indeed, he had already completed his submission and therefore for technical reasons, we did not lose anything. I would now like to call Dr. Hafkesbrink as the next speaker from SdK, and I'd like to ask Ingo Speich and Janne Werning to be on the ready. Mr. Hafkesbrink, the floor is now yours.
Mr. Winkeljohann, thank you so much for handing me the floor. My dear Supervisory Board of Management, dear Stockholders. I am Sven Hafkesbrink of SdK, the Association for the Protection of Capital Investors. I represent my own shares and our proxies.
Now, the technology doesn't seem to have matured as much as we would have liked because almost all of the speakers in the virtual waiting room were kicked out earlier today. We believe that you introduced additional features, that's great, but it doesn't seem to work perfectly. The virtual format still has growing pains. I would like to pick up where Mr. Tüngler left off with his positive statement. In light of my time allotment, I would like to repeat this. I would like to start by welcoming Mrs. Hartmann. We are happy that you are on board, Mrs. Hartmann, and I would like to say a couple of words with respect to Mr. Nickl. That it suffice to be said that these are some very big footprints that you will have to step into.
Now, with respect to the settlement, my predecessor speakers have already addressed this issue. The settlement was concluded before the Supreme Court gave us feedback, specifically, the hearing, which is going to take place next week, as was mentioned before. A decision can be expected in the second half of the year. Were we perhaps a little premature with respect to the settlement? Should we perhaps have waited for a ruling? What is your take on this? With respect to the financial KPIs, free cash flow continues to be on the decline. How should the structural problems be addressed? What new approaches are you going to choose as a Board of Management? With respect to the figures, the same applies to the equity ratio and indebtedness, which remains high, although net debt has reduced, it is still at a high level, a very high level, that is.
Now, if net debt remains so high in the future, how do you envisage being able to pay a dividend? What approaches are you taking to stabilize your capital structure? Has the Board of Management mulled this over? One of the other speakers today has already alluded to this. Selling divisions or parts of divisions could perhaps be a solution. Have you already thought about this? Do you have any strategies for this? This brings me to another topic, and I would like to know your assessment on them. How is Bayer reacting to the global crisis? Do you have a crisis department? How are you increasing your resiliency? We're talking about energy shortage and tariffs and duties.
It's very difficult to figure out what to tackle first. Now, it is hardly imaginable that this chaos prevailing around the world will come to an end tomorrow, especially given the actions of the United States, which are rubbing everyone the wrong way. Now, it appears that Bayer is selling phosphorus directly to defense companies and arms producers. Are you seizing these opportunities? Is this true? Is this going to be a new mainstay for the company? Perhaps you could give us some information on that as well. Dr. Winkeljohann and Mr. Anderson, you also spoke about AI. What's your setup in respect of AI, in particular, given the fact that most AI providers come from China and the United States, and given state regulation, they have a rather questionable approach with respect to data privacy and data protection. How do we ensure that trade secrets are not stolen from Bayer?
How do we manage this risk? This brings me to the end of my submission. I would like to thank Mr. Winkeljohann for reconstructing Bayer over the years. Mr. Nickl, it was always great to work with you. I and the SdK wish you all the best for your future, although, to be quite honest, I cannot imagine you entering into retirement. We would perhaps bid you farewell, and hope that you open another interesting chapter in your life, which has nothing to do with retirement. Dear Board of Management, dear Supervisory Board, please convey the best wishes of the SdK to the employees of Bayer AG and the whole Bayer Group, and our expressed gratitude for everything they accomplished in the past financial year, because without your employees, that wouldn't have been possible. Thank you very much.
Thank you, Mr. Hafkesbrink.
We will, of course, pass on your best wishes. Thank you for your submission and for your questions. I would now like to hand the floor to Ingo Speich, and I would like to ask Jan Werning and Peter Clausing to be on standby. Mr. Speich, the floor is now yours.
Thank you, Professor Winkeljohann. Ladies and gentlemen, I'm Ingo Speich. I represent Deka Investment, one of the biggest fund companies in Europe, and a subsidiary of the Sparkassen-Finanzgruppe in Germany. On the 23rd of May 2016, with the announcement of Bayer to take over Monsanto, we embarked on a very, very disastrous journey. 2026 marks the 10th anniversary of this event. We have seen an increase in the share price, including the dividend. The share price of Bayer increased by 80% since the last ASM. It looks like desperation has turned into hope.
Mr. Anderson, finally, you are following the needle on the compass of the capital markets, and you've opted to chart a promising course. Whether you'll achieve your goal, however, is completely unclear. The road is stony and it's windy. 2026 is going to be a year of decisions, not just for Bayer, but also for you. That's for certain. We have three requests. First of all, settle your litigation. Second, change Bayer's group structure. Third, improve your earning power to improve the situation in pharma and agriculture. Fourth, please pay a better dividend. Ladies and gentlemen, the key to all further debates lies in curbing your legal risks. You have spent a lot of time and effort working on that. Take advantage of the situation in Washington.
It is absolutely key to the capital market that you settle your lawsuits, and that would open up a lot of opportunities for you in the capital market. Bayer has already taken a lot of steps in this direction, but you need to do much more in order to eradicate all of your litigation. Now, should you be successful in front of the Supreme Court, that would be a great milestone passed. After that, however, you would have to look at the group structure and figure out whether it still tallies with the risk profile of the Bayer Group. You need to figure out whether you're actually in a position to continue along this road. Now, an unbiased assessment of portfolio measures, an honest discussion about the structure, and a debate on potential spin-offs and divestments should be conducted, and you shouldn't limit yourself to cosmetic adjustments.
You only create value if the changes that you usher in result in more room for maneuver. If you're successful in your litigation, what legal steps will you take after that? Do you rule out the sale of Consumer Health? What about an IPO of the Agricultural Division in the United States? Now, moving on to the operational issues for pharma and agriculture. We look at the Crop Science business in the short term. The crisis globally has deteriorated the framework conditions around the world. It curtails the profitability of farmers in a number of regions around the globe. This has consequences for a group like Bayer. The Crop Science business of Bayer depends directly on the condition of farmers. If earnings drop, if geopolitical insecurity delays investment decisions, that is nothing that is temporary, but rather is a long-term burden. Against this backdrop, we would like to ask you this.
Do you already see tangible burdens for the Crop Science business which cannot be reversed and that will carry on into 2027? If so, when assessing the five-year plan, this would be of substantial significance. Such a plan under stable conditions is already ambitious. If you look at the current market and geopolitical risks, however, it can become even more ambitious. If you stick to your goals, then you have to ask yourself whether they are realistic and in conformity with the market and what does this development mean with respect to the portfolio pruning plan of Crop Science. If market conditions continue to deteriorate, you will have to reevaluate that portfolio. You need to make sure that you create value in the future without just tying down management and financial resources for nothing.
Competitiveness of your new products depends in part on your competitors and the competing products that they offer. With the success of Asundexian, you have to look at the money that you use for investments is becoming scarce, and the same applies as a result of your litigation. How do you intend to compensate for that? Can a pharmaceutical company live up to the R&D performance of the bigger players around the world? This also applies to Asundexian. Now let us look at net debt and the capital structure. With the announcement of the class settlement of February 2026, Bayer has taken another step towards reducing its risks. This can contribute to a further relief in terms of the burdens that you shoulder from a financial and legal point of view. This comes at a cost. It deteriorates your cash flow.
If you look at the credit KPIs for your current rating, you quickly realize that this puts you under pressure when making investment decisions. The key question that this begs is, why didn't you opt for a different financing structure when putting together the class settlement? Why didn't you plan for more equity so that you could protect the balance sheet better and outrun the risk of weakening your financial foundation even more? Couldn't you have come up with a financial structure which would have strengthened your capital position while also minimizing risks? Would you be able to continue paying a dividend? This brings me to the changes that are being ushered in by the U.S. administration and how they will affect Bayer. The tailwind for Bayer is tangible, but there are other topics which may have to be reassessed.
In particular, we're talking about the climate and diversity. In the past 12 months, have you made adjustments? If so, which ones? Is Bayer still committed to its diversity guideline? We welcome the voluntary reporting last financial year according to the new CSRD standard. However, we would wish to have another clear signal from the Board of Management. What are the reasons for renunciation of a say on climate at this year's Annual Stockholders' Meeting? Please put a say on climate as an item on the agenda next year. Bringing me to the agenda, I would like to move on to the ratification of the actions of the Board of Management. The Board of Management has addressed the topics that are relevant to the capital market. The share price has reacted positively to this. Therefore, we would approve the ratification.
This comes with the demand that by the next ASM, we want to see significant improvements, in particular, when it comes to reducing legal risks. In addition, we call for the financial stabilization of Bayer so that prospectively you can pay good dividend once again. We approve the management's proposals for all of the items on the agenda. We wish the Board of Management and the Supervisory Board the best of success, and we also wish for an in-person ASM next year, which is long overdue.
Thank you, Mr. Speich, for your submissions and your questions. Now we would like to continue with the list of speakers. The next speaker is Janne Werning from Union Investment. I would like to ask him to take the floor now, and I would like to ask Mr. Peter Clausing and Gottfried Arnold to be on standby.
Mr. Werning, the floor is now yours.
Ladies and gentlemen, my name is Janne Werning. I am the head of ESG capital markets at Union Investment. We are an investment company of the Volks- und Raiffeisenbanken, and we represent the interests of our six million investors. Mr. Anderson, for the first time since the acquisition of Monsanto, we see a light at the end of the tunnel. The share price has gone from EUR 20 to EUR 40, and this is important for the market to regain confidence. You delivered on what you promised in 2025, and that's the basis upon which we want to build reliability. Of course, we cannot forget that we're at EUR 40. We are massively below the value we were at before Monsanto was bought. This will cast a shadow for much time on your strategic flexibility. Mr. Anderson, 2026 is going to be an important year.
You have a two-pronged strategy in the U.S., which is of great importance to Bayer. The Supreme Court took the Daniels case on and addressed. This could form the basis of tens of thousands of judgments and limit our legal exposure. However, there's also a settlement program that you have funded with $7 billion. This settlement project is not a call for peace. It is tactical. If this settlement is not accepted, then a positive judgment to Bayer from the Supreme Court would mean leaving with empty hands. Mr. Anderson, how high is the current acceptance rate quote for this settlement program? What is your plan B if the court decides against Bayer or if the defense does not work as well as you hope? The core here is ultimately whether Bayer will achieve an operative turnaround. Will the DSO program actually enable Bayer to work more efficiently or less so?
In Pharmaceuticals and we seem to be doing well. The pipeline is very strong and Xarelto and Adempas are doing well. That's the operational strength that we expect from Bayer. Mr. Anderson, how is Bayer preparing for the next round of patent litigation from 2030 and running contrary to all other competitors, why are there no strategic agreements with the U.S. government? It looks worse for Crop Science. The agricultural division has significant problems, and the promises made have not been fulfilled. The end markets seem to be far less attractive than they were said to be at the time. Mr. Anderson, when will the efficiency program and your innovative program, and I'll refer to the maze that you talked about earlier on, to results? We need a vision. We need to see revenue, not empty promises.
Bayer needs operative success, otherwise, their glyphosate litigation will dampen our ability to act. We don't want to end up with a billion-high loan. Only when we have overcome these legal challenges will we be able to achieve mid-term planning. Given this, we accept Bayer's decision to spin off Consumer Health for over-the-counter medication. We must focus on operative turnaround. Bayer, in addition to its DSO program, cannot afford any further restructuring internally. As a sustainable investor, we are particularly interested in ESG criteria. Climate protection is an important question here in the reduction of emissions. Bayer is number 3 in our DAX survey. It's possible to do more if in addition to reducing emissions, positive contributions are made to decarbonization climate protection goals. Do you want to take a pioneering role here? Mr. Anderson, we would welcome this.
In its efforts for climate protection, Bayer cannot do any less work, especially given what's happening in the U.S.A. In the question of social matters, we have seen that no more information has been published regarding staff. However, annual reports are to be made and aspirations have been made for worse distribution, it seems. Are you going to be able to offer further liabilities without quantification or are you going to limit yourself to what we see in the U.S.A.? Regarding governance, Mr. Winkeljohann, your appointment is going to end at the Annual Stockholders' Meeting in 2027. Will you run for appointment once again? If yes, we still view your appointment critically and would ask you to reduce the number of appointments that you have. If no, how will you aim to pass on your appointment?
We ratify the actions of the Board of Management and the Supervisory Board and agree with all points on the agenda. We would like to thank all employees of Bayer for your tireless work in this decisive phase. One thing is clear, whether the operative turnaround is successful is not dependent on the meetings of the Board of Management, rather in the laboratories, the production sites, and customers on the ground. It is the strategic staff that will bring Bayer forward and bring us more market trust. In the future, we would like the Annual Stockholders' Meetings to take place once again in person instead of virtually, because once again, today, we see that direct dialogue cannot be replaced by online meetings. Thank you for your attention.
Thank you very much, Mr. Werning, for your contribution.
I'd now like to call up Mr. Peter Clausing from the Coalition Against Bayer Dangers, and I would then ask Gottfried Arnold and Daniel Werner to get ready. Mr. Clausing, the floor is yours.
Thank you very much, ladies and gentlemen, Stockholders, members of the Board of anagement, and Supervisory Board. My name is Peter Clausing from the Pesticide Action Network, and I'm speaking on behalf of the Coalition Against Bayer Dangers, CBG. I have a Ph.D. in toxicology, and I disagree with the management's position regarding the cause of Parkinson's disease by pesticides that are marketed by Bayer or were marketed by Bayer Crop Science. I agree with Rodrigo Santos. At the last Annual Stockholders' Meeting, as the head of Crop Science, he said that the development of the Parkinson's disease is complex.
What wasn't as leading was that no approval body has ever come to a conclusion that the use of one of our registered products or active ingredients has been linked to Parkinson's disease. This is an incorrect conclusion, but it was made for a good reason. There is a significant gap in the data. In long-term studies, there is no obligation to examine the connection between Parkinson's disease and further elements. The authorities will not draw this conclusion. This is down to a lack of the corresponding investigations. The Federal Ministry for Work and Social Affairs in 2024 stated that with sufficiently long exposure, there is principally a link to be assumed to Parkinson's disease for all active ingredient groups, herbicides, insecticides, fungicides. In the context, however, of these long-term studies, the link with Parkinson's was not examined.
Have you applied to have this seen as an occupational risk or disease? I see manifestations of Parkinson's linked to this. My question is therefore, and also in connection to active ingredients that Bayer is no longer allowed to market in Europe, but is allowed to sell in the Global South. From academic literature, we see at least three biological active agents that offer proof of a link between them and Parkinson's, namely the insecticide fipronil, deltamethrin, and the fungicide mancozeb. For the fungicide active ingredient cyproconazole, which is present in several products in Germany, there are notices. I will save you a toxicological expert presentation at this stage, but would like to ask the following: Is Bayer prepared to take fipronil, deltamethrin, and mancozeb, and to take these from the market, remove them from the market, given their link to Parkinson's?
Secondly, is the company prepared to fill the gaps in the investigations and examinations for pesticides? Thirdly, is Bayer open to a more in-depth discussion on these questions? Thank you in advance for your answers to my questions. I would ask the Stockholders to vote for the Coalition Against Bayer Dangers countermotions. Thank you.
Thank you very much, Mr. Clausing, for your contribution and for your questions. The next speaker is Gottfried Arnold, who is also from the Coalition Against Bayer Dangers. After this, I'd like to ask Daniel Werner and Jan Pehrke to ready themselves. Mr. Arnold, the floor is yours.
Ladies and gentlemen, management of the Bayer company, Stockholders, my name is Dr. Gottfried Arnold. I am a pediatrician in retirement, and I'm speaking on behalf of the Coalition Against Bayer Dangers. For you to better understand who I am, I have put on my new shirt.
It's green and has small squares. It's checkered. I will be talking from an ecological and pediatric point of view. When I take my morning walks through the woods, I find small brooks. I, however, have not seen frogs born for a long time. Why is that? Has the Bayer insecticide armada killed all flies, and have all of the frogs starved forever? I would love to have seen some of these in my garden. Worse yet, which consequences will this have for us Bayer Stockholders, who are seemingly dependent on the presence of something that kills other things? Well, what should we do when all insects are killed? On our windscreens, we've not seen mosquitoes for a long, long time. Is that it? Should we simply dispose of our high-revenue insecticides?
I'm afraid that we may need to look for a new area of nature for you to kill if we want to keep on earning money. I've looked at our pipeline and considered what you might consider. After insecticides, herbicides, pesticides, perhaps ecocides. However, for this, Make this suicide more palatable. Now from the pediatric perspective, I see young families time and again with a family dog, which is well integrated. It's wonderful to see how these two species intuitively get along at a young age. However, I also wonder what impact the flea agents of dogs and cats has on the health of the young child when the child and the animal come into close contact. As early as 10 years ago, academics working in the pediatric field and oncologists found that using pesticides can indeed trigger or at least lead to cancer.
For example, leukemia, lymphatic leukemia. Mostly it is children between six months and five to six years who have this. The first contact to pesticides takes place via the mother during pregnancy. The second takes place in the early infant years when children put their fingers in their mouth, meaning that they ingest pesticides. If leukemia is detected early, there is a dramatic phase of therapy to be taken. Should the child survive, this often leads to secondary cancer due to the consequences of the initial therapy. If a young child in your family does indeed grow to old age, what will you tell them? How will you feel with this knowledge? Proactive preventive work of American pediatricians is consistent avoidance of pesticides and frequent cleaning of floor surfaces with damp cloths.
There are further observations that were made in 2005 by environmental academics in the U.S.A., the Environmental Working Group, EWG, that show us the body burden of toxins or contaminations with which newborn children in the U.S.A. are born. More than 280 industrial agents and pesticides were found in 2 randomly selected newborn children in the umbilical cord in their blood. 180 of these chemicals produced at industrial scale are carcinogenic. Interactions of these many damaging substances, harmful substances, has never been investigated and cannot be estimated. American laws and our society allows this without concern or question. I therefore call upon you not to ratify the actions of the Board of Management. My question to Bayer AG is, what is your contribution to reducing the harmful substances for newborns and young children? What are your safety recommendations in order to avoid leukemia caused by pesticides?
Thirdly, which safety recommendations do you propose when using flea repellents for dogs and cats in households with children? Thank you very much.
Thank you very much, Mr. Arnold, for your statement and your questions. I've got two more speakers for this first round of questions. The first one will be Mr. Werner, and after that, I'd like to ask Mr. Pehrke to get ready. Now first, Mr. Werner, you've got the floor.
Thank you very much, Dr. Winkeljohann. First of all, I'd like to briefly refer to the virtual ASM. I ask you to soon be available again for direct contact. Of course. First of all, good morning to the members of the Management Board and the Supervisory Board, and also the co-Stockholders. You feel somewhat isolated here, although the employees are very helpful to establish the digital line, but you don't really get a good feeling for the ASM, quite in contrast. Now, my first situation is about PFAS.
These chemicals, I think that's something that has been in the headlines, and the toxins that emerge from Teflon. The production and then use of these chemicals in the Covestro time. Which risks of liability are we facing? Are we here facing maybe a second glyphosate? And at which places in the business are PFAS-infected materials being used? My next aspect is microplastics after these forever chemicals. How high is the burden in the functional process of these microplastics and which actions is Bayer taking in order to protect its employees and the environment from microplastics and the risks resulting from this, which have not been fully investigated yet? Number three, IT dependence. From microplastics to Microsoft, from the forever chemicals PFAS to the various eternal IT developers from overseas and Asia. Their somewhat dubious, anti-democratic, and authoritarian attitude is somewhat very worrying.
Everybody must be shocked to see who is having dinner together with whom in the U.S. and in Asia, who is planning what with whom behind which kind of walls. This dependence, of course, is also being accelerated by the somewhat rush towards digitalization that we have embarked upon. I've got the following question. To what extent is Bayer using IT and AI programs of non-European providers? Are they being used in operational communication and monitoring of individual manufacturing processes and logistics solutions? Here I would like to also get specific names of which providers are being used. What is Bayer doing in order to overcome this dependency in the sense of digital sovereignty? What about open-source solutions? Does Bayer support actively the developments and not just wait and see, but maybe also supporting startup companies that will make us independent from Microsoft, Palantir, and the like.
Now, from this, let me turn to AI. Nobody really wants to hear it anymore. Nevertheless, we have to talk about it. Now, my experience with AI applications and in different things in banking, health funds, telecommunications, Deutsche Bahn, Deutsche Bahn, is that sooner or later, you end up with friendly but stressed employees telling you that processing the faults of AI consumes more time than what the use of AI saves. More and more nonsense and mistakes are being produced by AI applications, especially when it comes to very special cases or information that is hard to find on the Internet. AI, as soon something is non-standard anymore, AI starts hallucinating. Using AI in the production and distribution and disposal. Where is AI specifically using AI applications? Very specifically, which processes are being based on AI? What works well specifically? Where have you been disappointed?
What might even be dangerous in terms of AI? Now, that loop. Is that a problem where AI is revolving around its own mistakes? How many employees are necessary to monitor AI? Now what's the cost and benefit ratio in the use of AI? Can we ever expect to kind of break even there? Are AI agents also being used, that is, self-monitoring AI, where own decisions by AI are monitored by other AI agents? Because that's like a black box effect. What's the worst-case scenario in the operations? What could happen in this regard? Can manipulative AI processes even been identified by the employees anymore? Will it at some point get so complex that no human can understand it anymore? Now we have heard that some applications tend to protect themselves and trying to hide AI mistakes.
Now, would it be imaginable, sorry if it may sound an absurd example, but nevertheless, as a kind of layman, I'd like to understand. Now, would it be possible that in an AI-controlled process, a faulty AI decides to add arsenic to Aspirin because at some point it considers this advance in pages, and then the monitoring AI allows this to happen in order to protect its sub AI agent. Of course, that would be terrible, but it would be imaginable. Is there any human in the loop to monitor that? Therefore my question is, how efficient can an AI be if you always need a human to monitor things? And how would that human have to be monitored? What a deep kind of understanding would you need to have? Next point, generative AI.
For example, when it comes to creating the annual report, is that being used also when it comes to drafting the address of the Supervisory Board or the CEO? Now, how much has been already created artificially there? Now, the answers to the ASM questions, to what extent have they been generated with the help of AI? Image videos, advertising promotions. Is AI being used, for example, are AI-generated voices being used when Bayer is placing ads? Now, the enthusiasm about digitalization, well, in some areas, it seems to be justified when it comes to streamlining mass production processes, but in some cases, we're overdoing it, I think. What's Bayer's take on the risks of such applications also in terms of cybercrime? How many IT attacks is Bayer subject to every day, for example?
How often do people try to hack into Bayer systems per day, and how do you defend yourselves in this regard? What's Bayer's view on regulatory actions to limit AI use to such an extent that the risk is still controllable? Now, when it comes to constructing and using data centers, how is Bayer involved in this regard? Because the benefit and the environmental impact here also has to be balanced properly. Does Bayer share the somewhat unlimited enthusiasm about the use of AI? We're part of an experiment. We've got to become aware of this, and if it fails, then we're all affected. Does Bayer share the general concerns in the public, or does Bayer think they are far-fetched?
Wouldn't it be possible for Bayer to learn from industrial history, which has also been characterized by a sometimes blind belief in technology, as a consequence of which unregulated production of plastics, forever chemicals, carcinogenic pesticides, and fossil fuels have brought the world into a disastrous situation? I'm almost closing. I'm happy that you have listened to me for so long without interrupting me. I kindly ask you to do everything, dear members of the Management and Supervisory Boards, to live up to the claim of your image video. Namely, for a world which you can proudly pass on to next generations. Please take this to your heart. This is a great slogan, but you really have to also walk the talk. I'm very much looking forward to your personal, committed, and very specific questions. Thank you very much.
Thank you very much, Mr. Werner, for your statement, for your appeal, and also for your questions. We've got two more speakers now in this first round. First, Mr. Jan Pehrke from Coordination Against Bayer Dangers, and then also Alan Tygel, also from CBG, the Coordination Against Bayer Dangers. First, Mr. Pehrke, you've got the floor.
Ladies and gentlemen, my name is Jan Pehrke. I'm a journalist. I'm also a member of the Board of Coordination gegen Bayer-Gefahren, CBG. Now, let me first of all express my discontent about the fact that this ASM still takes place in a virtual format. In my view, there's no more reason speaking in favor of it. The only explanation is that Bayer tries to avoid the confrontation with direct criticism against its group. However, CBG does not accept this.
We continue to protest and ask for an in-person ASM, and therefore, we also held a rally in front of the meeting location in Leverkusen. One thing I also would like to raise here and put on the agenda, namely, that's the use of glyphosate as a chemical weapon. The Israeli army is currently using glyphosate as a chemical weapon in southern Lebanon in order to establish a buffer zone there, what they call a security zone, where no people are allowed to live anymore. Glyphosate here plays an essential role because the agriculture area is being destroyed by glyphosate, which means the farmers are losing their basic subsistence possibility, and 9,000 hectares of agricultural area have thus already been destroyed, according to official sources.
The UN High Commissioner for Human Rights is here referring to a serious humanitarian risk for the civilian population living there, and the Brazilian initiative called Permanent Campaign Against Pesticides and For Life even is reminded of Vietnam. They say the Agent Orange of these days is glyphosate. What is extremely problematic is the use of phosphate, that is the precursor product of glyphosate, and processed into white phosphorus, it is used in artillery missiles, exploding in the air, and then being used as incendiary bombs. The Human Rights Monitor has documented this for March 3rd. There was an explosion in the area of the city of Um Yohmor , and during that explosion. Oh, this was preceded by a call by the Israeli army on the population in the respective areas to leave their homes. Human Rights Watch criticizes this practice sharply.
I quote, "The incendiary effect of white phosphorus can lead to death or cruel injuries, which the people affected will suffer from throughout their lives." For 2023 and 2024, the Israeli army also carried out these operations, and for 2023, the origin of the missile that contained white phosphorus has been clearly documented. According to the research of Amnesty International, it was 155-millimeter artillery missile of the M825 series of U.S. American production. That is also where Bayer is involved, because in the U.S., Bayer is the only manufacturer and producer of phosphorus. Bayer exploits the precursor product of phosphorus in Soda Springs to turn the so-called phosphorite into and thus, the Bayer subsidiary Monsanto is also mentioned officially in documents of the U.S. government on the supply chains for the U.S. military, namely as a producer of white phosphorus.
I quote from one of these documents, and this document is the tender document to procure white phosphorus. This document, at the same time, also clearly limits the list of potential providers. I quote, "Based upon the public procurement provisions, this procurement is limited to authorized dealer of white phosphorus which is manufactured by Monsanto in the U.S. and Canada, and adjoining countries." Now, my question, which intermediate dealer is Bayer acting with? There's always the Israeli company, ICL Group, being mentioned. Is this the company which Bayer is collaborating with or is it different one? The second question, I would like to know about the ratio. How much % of phosphorus goes to civil production, namely the production of glyphosate, and how much of the phosphorus is used for military purposes?
This big possibility to use glyphosate for military purposes was officially approved in the executive order of President Trump on 18th of February. The title of this executive order is very clear.
I quote, "It's about promoting the country's defense by ensuring sufficient supply of elementary phosphorus and herbicides based on glyphosate." The executive order calls phosphorus, once again, I quote, "Omnipresent in defense supply chains and therefore very important for military readiness to defend the country." Then the standing order also says, "A future reduction or stopping the national production of phosphorus and glyphosate-based herbicides would seriously endanger the security of the United States." Bill Anderson was very clear about Trump, and he welcomed that Trump had confirmed the systemic relevance of glyphosate and at the annual press conference in March, he said, I quote, "We share this view, and we will implement that order." Now, that's something I once again would like to repeat. That means actually that Bayer is available as a supplier of arms and defense goods, and Bayer also fundamentally agreed.
That's something I really would like to once again reiterate, because it could also have legal consequences. I already just quoted that comparison of glyphosate to Agent Orange, and in the case of Agent Orange, two or three years ago, there was a lawsuit in France which Tran To Nga had filed against Bayer. Tran To Nga had been affected by Agent Orange. In this case, the Bayer legal counsels had argued that, "It was not our fault. We did not deliver Agent Orange voluntarily. We had to." If Bill Anderson now, in terms of glyphosate, endorses the Trump standing order, then he says that Bayer now is shipping these products on a voluntary basis. I'm asking you, is Bayer aware of the legal consequences that may arise if a Lebanese glyphosate victim now were to file a claim against Bayer now asking for damages?
Because in this case, Bayer could not claim that you just acted on an order, on a command, but it was Bayer's decision. Of course, the involvement of Bayer in wars is not a coincidence. Bayer has got a long history here. In 1914, Bayer provided the Army Yperite, which was one of the first chemical weapons at all. Then that was followed by Lewisite, Sarin, Tabun, and also cyanic acid, by the way. After 1945, Bayer continued in this area and also contributed to chemical warfare. Considering this continuity, the statements heard by Bayer, sometimes that Bayer is willing to face its past and come to terms with it. Well, this turns out to be paying lip service.
Also considering of what we have already heard here of Bayer's mistakes and what we are still going to hear after me, now, therefore, this once again really is fully in line with what we know about Bayer. Now, these mistakes and wrongdoings that I have listed and the previous speakers have and which are yet to follow, now they apply to different areas. We also have forever chemicals, or we've got Parkinson's caused by pesticides. There's one thing they all have in common, namely, these are the side effects of the reckless hunt for profitability by Bayer. That's why I call upon the Stockholders to vote in favor of the countermotions of CBG and not to ratify the actions of the members of the Supervisory Board and the Management Board.
Before closing, let me say this, we as CBG, we have drawn the consequence saying that there is only one option, actually, which is to put Bayer under democratic control. Thank you very much for your attention.
Well, thanks, Mr. Pehrke. Next, we've got Alan Tygel speaking. I think he is going to speak in English. Mr. Tygel, you've got the floor.
Hi, ladies and gentlemen. Yes, I'll be speaking in English, and thank you for this. Dear board and dear members of Bayer and also my comrades at CBG. My name is Alan Tygel, and I'm part of the Permanent Campaign Against Pesticides and For Life in Brazil, which is a network representing hundreds of organizations that fight against the agribusiness model of death and work daily to build an agriculture that respects the planet, health, and the lives of all the people. We call this agriculture agroecology. It is unbelievable that in the face of the multiple crises our society and planet are facing, Bayer continues to be part of the problem instead of truly engaging in building solutions.
A century-old powerful company present in the deepest corner of the entire world, with advanced research centers and thousands of highly qualified workers, would have the full capacity to promote modes of food production and rural life that do not destroy the delicate and already struggling balance of nature. However, Bayer chooses to continue producing pesticides. Even when they are already banned in Germany, Bayer continues to ship these products to Brazil and other countries on the periphery of capitalism, where regulation is fragile and more susceptible to its economic power. Brazil remains the world's largest consumer of pesticides. In 2024 alone, 98,000 tons of active pesticide ingredients were sold, a 20% increase compared to 2023. The pesticide industry's revenue in Brazil reached almost $20 billion in 2024, a budget larger than most of the agency responsible for overseeing pesticides in the country.
Despite the discourse of efficiency and profitability, this model only exists at the expense of the public money of the Brazilian working people. Between January 2024 and February 2025, pesticide companies received tax exemptions totaling $12.2 billion in Brazil. Bayer alone costs our country's public coffers $26 million. Bayer's problems in Brazil are not limited to the appropriation of public funds. Bayer pesticides portfolio registered in Brazil consists of more than 100 products made from 50 different active ingredients. Among the top sellers are products based on imidacloprid, which is banned in European Union for being a killer of bees and biodiversity. Bayer also sells at least eight other pesticides in Brazil that are not permitted in Europe.
Is it possible for a company to claim it cares about the future of the planet while continuing to sell pesticides in Brazil that the authorities in its own country have already rejected for their own citizens? That is not even the worst of it. Bayer continues to associate itself with the worst elements of politics simply to continue extracting more and more profits. After financing Donald Trump's election campaign in 2016 and 2024, Bayer was rewarded with a safe conduct to escape the multibillion-dollar lawsuits it has been facing in the United States. In this regard, we would like to ask my questions. Why does Bayer continue to advertise itself as a sustainable and innovative company, yet continues to sell very old and banned pesticides in the country of the Global South?
Second question, does Bayer consider it fair to take advantage of the Brazilian people's public money to distribute all its profits to wealthy shareholders in Europe and the United States? The third question, is it Bayer corporate policy to associate with far-right politicians in search of commercial advantages, as has been happened with Donald Trump in the United States? Therefore, I appeal to the shareholders, do not grant discharge to the executive board and the Supervisory Board, and instead vote in favor of the countermotions from the Coalition Against Bayer Dangers. Thank you very much for your attention.
Yeah. Thanks to Alan Tygel for his speech and questions and this brings us to the end of the first round of questions. We have now received quite a number of questions, and the Management Board is going to answer them in a minute, but before that, I would like to make an announcement on the further course of the ASM. As already mentioned, our ASM is limited. It has now already been ongoing for more than two hours, and the time available has to be distributed evenly. I have got 13 more requests to speak, and therefore, as the Chair of the meeting, in order to ensure a proper course of the ASM, I hereby declare that the speaking and asking time for every further speaker is limited to 10 minutes.
The remaining speaking time is shown on the screen for every speaker, and two minutes before its end, the display will turn yellow, and when time is over, it will turn red. Furthermore, I also announce that in 10 minutes, that is at 12:42, I will close the speakers list. Those of you who still want to make a statement, you are asked to now register in the Shareholders' Portal for that purpose now. With that, ladies and gentlemen, we now turn to the answers. Bill Anderson is going to go first, and then he will hand over to Wolfgang Nickl. Bill, the floor is yours.
Thanks, Norbert. Yes, Dr. Sven Hafkesbrink, you asked how Bayer is reacting to global crises, whether a permanent crisis team is in place, and how we're increasing our resilience, and how we deal with changing U.S. tariffs. Bayer has systematically adapted to an altered global situation amid higher volatility and fast-paced geopolitical developments. In line with our new way of working, we have teams that continuously observe changes in tariffs and trade agreements, for example, and make suitable recommendations for action. We've taken and continue to take measures to increase the resilience of our businesses. This includes a diversified supplier and production structure, consistent working capital management, and regular risk and scenario analyses of geopolitical and macroeconomic developments. We successfully navigated a volatile tariff environment in 2025, partly through cross-functional and product-specific countermeasures. Our forecast for 2026 considers all known geopolitical effects.
At the same time, we continue to very closely monitor the developments and adjust our price, procurement, and supply chain decisions where needed. Mr. Schmidt, you asked about any payments made by Bayer to individual candidates and political organizations in the United States during the past fiscal year. In accordance with our Code of Conduct for responsible lobbying and the corporate policy, Bayer does not make political corporate contributions of any kind. This includes donations to political parties, elected officials, or candidates for public office. In the United States, employees may voluntarily support candidates for public office through personal contributions via political action committees. These are not corporate donations. The Bayer Corporation Political Action Committee is used by some of our U.S.-based employees. All Bayer PAC contributions are regularly reported to the Federal Election Commission and are publicly available on its website.
In 2025, employees contributed a total of $366,750 to political candidates at all levels in the United States through BayPAC. Mr. Hafkesbrink, you asked whether there are deliberations within the Board of Management on selling a division or parts of the division to reduce the debt burden. Our clear focus continues to be on overcoming the company's current challenges and implementing our strategic priorities. At the same time, we continuously renew our portfolio as part of our responsible corporate governance, including smaller targeted divestments. These take place in a strategic and value-oriented way rather than as a short-term debt reduction measure. We primarily want to reduce debt by generating higher cash flow long-term and through strict capital discipline and operational improvements.
Yeah, I will continue.
Mr. Hafkesbrink and Mr. Schmidt, you asked how the class settlement and the case before the U.S. Supreme Court are influencing our strategy and whether the settlement was proposed too soon. Our aim is to contain litigation as much as possible, as quickly as possible. The proposed class settlement and the case before the U.S. Supreme Court complement each other. The class settlement was advantaged by the anticipated Supreme Court hearing and includes potential claims not covered by the Supreme Court case. The case before the Supreme Court also covers further pending proceedings and potential suits by plaintiffs who are not participating in the class settlement. The ruling by the Supreme Court is also important as a landmark decision for the regulation of crop protection products in the United States that goes beyond this specific case.
Regarding the timing of the class settlement, we analyzed the situation very carefully and are confident that we have taken the right steps here for Bayer. I'll hand it over to Wolfgang.
Yeah. Good day, Mr. Tüngler and Mr. Werning. You asked about the status quo of the class actions. As we've communicated before, we follow a strategy, and in addition to clarifying the legal situation before the Supreme Court, this involves the class action settlement and intensive..
..communication within our multipronged strategy, we rely not only on individual measures and adjusted strategies for curbing, to the extent possible, the current development. We're confident that the proposed class action settlement will be implemented and that the Supreme Court will decide in our favor. The Supreme Court and the settlement are independently necessary, and they strengthen each other mutually. Correspondingly, the settlement would also come to pass without the positive support of the Supreme Court. Mr. Tüngler, you asked, in addition, how a financing via debt capital or hybrid instruments would affect the rating of Bayer and how we intend to safeguard our rating. In view of our financing projects, we've communicated that the financing is supposed to contain senior bonds and structured products in order not to place too much of a burden on debt KPIs. We are in close and intensive dialogue with the rating agencies.
We are rated not just on the basis of instruments, but also on the basis of the cash flow development, the reduction of net debt and progress made in curbing legal litigations. Mr. Tüngler, you wanted to know about the financing of the measures to curb the glyphosate litigation. As before, we do not intend to use any capital increases to do that. We have secured the financing through a credit line. We also envisage senior bonds and structured products that rating agencies classify similarly to equity. Mr. Schmidt, you asked whether we assume that the court, after the fairness hearing before the court of first instance, will reach a final decision on the approval of the class settlement. After the fairness hearing, the final approval by the court of first instance is supposed to be reached by the court that it seized upon.
We believe that the proposal is solid and fair and should be evaluated positively. Of course, we cannot anticipate the judgment of the court. Mr. Schmidt, you asked whether in view of the capital that we have in store, we continue to assume that we will completely exhaust the framework. We are not going to speculate how many claimants will remain in the settlement and receive a payment. The available tranches, however, are capped and therefore give us planability. Mr. Schmidt, you wanted to know how many lawsuits were still pending and how many additional lawsuits we anticipate. With the class settlement, the communication of lawsuits that have been filed doesn't make any sense anymore.
The reason for this is that the settlement relates not just to lawsuits that have already been filed, but also to potential claimants, which had a glyphosate exposure by the 17th of February 2026, and who had a non-Hodgkin's lymphoma diagnosed. The size of this group will come to light once the settlement has finally been approved by a court.
I need to interrupt you just now, Wolfgang. I had announced that I would close the speakers list at 12:42. It is now 12:42, and I hereby close the speakers list as announced via the Stockholders' Portal. This means that you can no longer file any more requests to take the floor. Of course, I will call all of the Stockholders who've already requested for the floor so far. Now we can continue answering the questions. Thank you.
Mr. Schmidt, you asked about the maturities of the liabilities and how they have shifted. In 2025, we reduced debt from free liquidity. The new financings were smaller than the redemptions. We believe that our maturity profile is well-balanced, stable, and in line with the business model. Mr. Schmidt, you asked how prospectively Bayer intends to handle the reduction in debt and its own refinancing. As demonstrated by 2025, by focusing on generating liquidity, Bayer can reduce the debt and service the debt from the business. In 2026, we are going to do some refinancings, and we expect approximately EUR 5 billion in cash out in connection with lawsuits. With respect to financing, we have announced that senior debt and other structured measures will be used in order to secure refinancing risks from the capital markets or to hedge refinancing risks from the capital markets in this context.
Both this year and next year, we have a syndicated credit line with a volume of $8 billion with 23 banks as in the past. Our strategy aims to use various instruments in order to have the broadest possible diversified basis of investors. The future reduction of debt will be supported by targeted savings as well as a new target operating model and targeted allocations. Mr. Speich, you asked about the use of equity in the financing structure within the context of the settlement of lawsuits. The primary objective for us when it comes to financing issues is the access to the capital market and the resulting costs of capital. Of course, we always want to keep our ratings in view. The current financing structure that we're envisaging envisages senior bonds and structured products and supports the goals that I mentioned earlier.
The long-term strengthening of the capital structure remains in our focus. We want to achieve this, especially through operating performance, cash flow generation, disciplined capital allocation. Mr. Hafkesbrink, you asked how, in the foreseeable future, we will be able to return to paying dividend, and what approaches are being pursued in order to stabilize the capital structure. Furthermore, you asked whether for fiscal 2026, we can count on a significant dividend once again. Our clear focus rests on the stabilization of the balance sheet. For this reason, in fiscal 2024, we announced that for fiscal 2023 through 2025, we will propose to the Annual Stockholders' Meeting that we pay the legally required minimum dividend. The priority is reducing debt, sustainable cash generation through strict capital discipline, working capital improvement, structural cost reductions, and securing our investment-grade rating.
With respect to the future dividend policy at Bayer, so far, we have not reached any decision yet. Our clear goal is that as a matter of principle, we want to return to an attractive compensation for our dividends. The timing and the level will be determined later on. Mr. Hafkesbrink, you asked about the free cash flow and optimization measures. The expected negative free cash flow in 2026 will result primarily from approximately EUR 5 billion in cash expenses for litigation. Adjusted by this, the operating free cash flow is positive. After 2026, we expect significantly lower payments for lawsuits and also therefore an increase in cash flow contributions. With our strategic priorities, we're addressing the most important challenges and aim for growth and profitability improvements.
In addition, with our operating model, by the end of 2026, we want to achieve some EUR 2 billion in savings as well as sustainable productivity increases. We expect that the resulting earnings improvements will result in increasing cash contributions. On top of that, we continue to bank on working capital discipline and prioritize investments. Mr. Gottfried, you asked what safety recommendations Bayer would issue with respect to the use of anti-flea products for dogs and cats in households with children. Bayer already made a statement in 2020 and Elanco no longer belongs to the Bayer portfolio, so you now have to ask Elanco about this. Having said that, I would now like to hand over to Heike Prinz.
Thank you, Wolfgang. Mr. Tüngler, you asked about the impact of Dynamic Shared Ownership on day-to-day work and staff, as well as the degree of implementation and the savings already made. DSO has totally changed the way we work in the company, with far fewer levels of hierarchy, larger management spans, and more responsibility within teams, meaning that decision processes have been accelerated and responsibilities have become clearer. This has always been done in a socially acceptable manner and in exchange with the employee representatives. Rollout is taking place across the whole company. So far, we have been able to remove six organizational levels, and we have been able to reduce the management positions by two-thirds and have introduced 14,000 FTEs.
Financially, the DSO is approximately EUR 2 billion, and we've been able to save this by 2026. EUR 700 million in 2024, and further EUR 800 million in 2025 are the savings that we achieved. Mr. Werning, you asked about how Bayer is able to ensure its ability to aspire for a balanced gender distribution. Bayer aims unchanged to achieve this level of gender balancing in the company. The communicated quantitative goal of 33% women in top management positions was achieved in 2025. On this basis, we decided to move away from fixed numbers to aspiration-based management with yearly progress reports at all management levels. This is not a step backwards. Rather, it is in line with our claim to be diverse on a global level, sustainable, and is in line with local legal requirements.
Selection for promotion are always based on performance and qualification, and this is transparent in terms of reporting on the development of the balance of gender in the company. This approach is not due to political developments, but is in line with our long-term diversity strategy and experiences that we made in the target period 2025. With that, I'd like to pass floor to Stefan Oelrich.
Mr. Tüngler. You asked about the long-discussed patent cliff and patent gaps in the pharma business has been overcome or whether there are significant challenges. In comparison to our original expectations, we are looking at a very positive revenue development. The expected reduced sales for Xarelto and Eylea were countered by our launch products, in particular Nubeqa and Plerxia, that it can be seen clearly in the 2025 development and in our forecast 2026.
In addition, with Beyonttra and Lynkuet, we have promising products that have been introduced, and we are optimistic that we'll be able to launch with Asundexian on the market soon. With this in mind, we see this acute patent cliff as addressed. We are on the right path to achieve growth in the mid-single-figure % range by 2027, and we're also working further on expanding our pipeline. We are investing in a targeted manner in late development programs, and we're strengthening the early and middle pipeline by increasing productivity and development with our new innovation model. In combination with external innovation, this is the best strategy to prepare us for the next decades. Mr. Hafkesbrink, you asked how AI is supporting R&D at Bayer. Whether in coming years this will lead to a reduction of costs or increased efficiency in R&D and whether this can be quantified?
AI is revolutionizing R&D, not just by short-term cost reductions, but by increasing productivity and creating long-term value. In the Pharmaceutical Division, for example, we're using AI to analyze complex data sets. By doing so, we're able to generate new therapeutic hypotheses faster than ever before and validate these. A central goal is to significantly reduce development times. We aim to reduce the development cycles on the long term by up to 50%. This acceleration directly supports our strategic priority of renewing our product portfolio and strengthening it. Our focus is also on improving quality and productivity in our innovation processes. Mr. Werning, you asked how Bayer today is preparing itself for the patent lapses coming up in 2023, the wave. This preparation is a fixed part of our pharma strategy for the future.
We have been strengthening our innovation model and focusing our organizational structure of early and mid-term R&D portfolio products in order to bring new products onto the market. With this in mind, we are pursuing approaches with leading profiles in various classes. For example, cell gene therapy in Parkinson's. In addition, existing products are being further developed independently in order to reduce individual patents. We are investing consistently in renewing and spreading our innovation pipeline and are pursuing smart deals in our focus areas. In total, Bayer is not just short-term reacting to this patent cliff, rather is looking at sustainably overcoming these patent lapses in the future in a sustainable manner. Mr. Werning, you asked why Bayer, dissimilarly to other companies, has not been able to achieve a strategic price agreement with the U.S. government.
Dissimilarly to the 17 companies that received a letter from the U.S. government, Bayer was not formally called upon for negotiations as a most favored nation to carry out price regulation. Of course, we continuously are looking at price and market introduction strategies in the light of the developments of the U.S. regulation framework. Bayer is working constructively with political decision-makers and authorities in and outside of the U.S.A. in order to enable fair price conditions. This should allow access to patients and offer better prospects for innovation. Mr. Speich, you asked how sure we are that we will be able to compensate for possible revenue losses in the pharma area. You also asked whether a pharma company of medium size with its R&D costs is able to keep up with large companies and how we would estimate our pipeline at the moment, especially given the Asundexian and competition situation.
The effects of patent lapses are being felt today, but they are being compensated already by the strong growth of new market products, for example, Nubeqa and Xarelto. That can be seen in the revenue development 2025 and for the forecast 2026, with additional contributions expected from Beyonttra, Lynkiet, and Asundexian. We see ourselves on the right path from 2027 to achieve sustainable growth. Between the large and smaller pharmaceutical companies, we believe that there is a question perhaps of more and less successful companies. As we have shown that we are able to successfully research and develop. We have received new approvals for five new products or important indications, and 16 clinical programs have been moved into their next development study or completed, including Asundexian in the secondary stroke prophylaxis. Of course, we have to continue to develop.
We have also newly aligned our innovation model with a clear focus on therapeutic core areas and competencies in additional technological modalities such as cell genetic therapies, chemoproteomics, and radiopharmaceuticals. We are convinced by the strength and quality of our pipeline. In particular, it is very balanced and focused given our innovation model. At the end of last year, Asundexian had shown a significant reduction of new strokes without a significantly increased risk of significant bleeding in phase III studies in the OCEANIC-STROKE studies. We are well-positioned for stroke prevention, and we are ahead of our competitors by a year. We expect approval by the end of the year or at the beginning of next year. With that, I'd like to pass the floor to my colleague, Rodrigo Santos.
Mr. Tüngler, you asked us how confident we are about the product pipeline for Crop Science. We have every confidence in the strength and sustainability of the Crop Science pipeline, which is a cornerstone of our growth strategy. It's designed to address farmers' most critical needs, spanning seeds and traits, crop protection, biologicals, and digital farming solutions, while at the same time supporting profitable and resilient growth for Bayer. As part of our R&D activities, we refresh our portfolio every year with 400-500 new seed products and numerous crop protection registrations globally. We're also working on groundbreaking innovations. In this context, we are planning 10 blockbusters launch within the next decade. With each, we expect peak sales of more than EUR 500 million. We are making good progress.
The first blockbuster, Plenexos, our innovative insecticide, has already been granted approval in Latin America and is now being launched in further markets. This will be followed by the biotech version of the Preceon Smart Corn System and Vyconic Soybeans, both of which are expected to be rolled out in 2027. Our new herbicide, Icafolin, our fourth-generation corn rootworm technology, and Intacta 5+ will then be launched in 2028. We expect that these blockbusters and the annual portfolio refresh will add more than EUR 3.5 billion to our top line by the end of 2029. Overall, this gives us a high confidence that our innovation will drive growth and margin improvement at Crop Science over the midterm and support sustainable value creation well into the future. Mr. Schmidt, you asked about our strategy in the agriculture sector and for an update on the Farm Bill in the United States.
Global agriculture and food systems are facing major challenges such as climate change, water scarcity, and population growth. By leveraging our global leading research and development expertise and leading positions in seeds, traits, crop protection, and digital farming, we are strategically addressing these challenges in a targeted manner. You also asked about the U.S. Farm Bill. The legislative process has begun. Specifically, the U.S. House of Representatives is expected to begin deliberations on the proposal starting next week. We do not wish to speculate on the future legislative timeline at this stage. Mr. Speich, you asked whether we already see tangible and irreversible pressures from the Iran war on the Crop Science business extending into 2027. Geopolitical tensions and ongoing trade policy uncertainties are contributing to heightened volatility across agricultural markets.
We are starting to see energy prices push structural inflation across petrochemical chains, which is expected to impact intermediates, solvents, surfactants, packaging materials, and formulation chemicals. While we are taking active mitigation measures in the short term, including energy hedging, diversified sourcing, alternative supply routes, and prudent inventory management to protect against abrupt disruptions, we will not be immune to the effects. In particular, we are, of course, closely following the increase in fertilizer costs, which is affecting both our farmer customers and the state of food security around the world. At present, we do not see any evidence of consequences that will extend into 2027. However, timing, magnitude, and persistence of the situation remain uncertain and can only be assessed on the basis of the currently known information. We are closely monitoring the situation and continuously assess both direct and indirect implications of cost, pricing, and demand.
Mr. Speich, you asked whether we already see tangible and reversible pressures from the Iran war on the Crop Science business extending to 2027. Geopolitical tensions and ongoing trade policies uncertainties are contributing to heightened volatility across agriculture market. We are starting to see energy prices pushing structural inflation across petrochemical chains, which is expected to impact intermediate solvents, surfactants, packaging materials, and formulations chemicals, as I just mentioned. At present, we do not see any evidence of consequence that will extend into 2027. However, timing, magnitude and persistence of the situation remain uncertain and can only be assessed on the basis of the current known information, and we are closely monitoring all the situations to continue to assess both direct and indirect impacts on the cost, pricing, and demand. Mr. Clausing, you asked about potential gaps in the registration procedures for crop protection products in relation to Parkinson's disease.
In the course of the approval and re-approval procedures for crop protection products, regulatory authorities thoroughly review and evaluate extensive data from studies. This includes data on toxicology, ecotoxicology, effects on environment, metabolism, residues, human and environmental exposure, and epidemiology. Studies on neurotoxicity, which can play a role in the development of Parkinson's disease, are also mandatory in the EU, for example, when approving active substances. They cover both the potential neurotoxicity of the active substance after single and repeated exposure, as well as reproduction toxicity effects. Mr. Speich, you asked whether we will continue to adhere to our five-year framework targets in Crop Science and whether they remain realistic and appropriate. Our sharpened portfolio, optimized footprint, and increasing resilience earnings models make us highly confident that we will deliver on our midterm targets, and that we will be able to navigate agricultural cycles with greater consistency.
The execution of our five-year framework is well on track, with 2025 already demonstrating tangible progress despite a challenging market environment. It's important to understand that this framework remains our central steering tool. It reflects current market realities, underpins disciplined execution, and supports our preparations for an unprecedented number of market-shaping innovations. With a clear path that encompasses sales growth, margin and cash flow, we believe the framework continues to provide the right balance of ambition and realism for the period ahead. However, we are, of course, monitoring the market and the underlying conditions closely and will undertake corresponding measures as necessary. Mr. Speich, you asked what the current geopolitical developments mean for the portfolio pruning plans in Crop Science and whether we would reassess the portfolio based on economic viability if market conditions were to weaken over a longer period.
Portfolio pruning in Crop Science is a deliberative strategy to deliver on our five-year framework and midterm financial ambitions. We have already divested multiple active ingredients and exited nearly 200 crop protection products. This allows us to prioritize investment and resources on those areas where we see sustainable profitability and innovation-driven growth. This disciplined strategy is aimed at strengthening the business resilience throughout agriculture market cycles. As market conditions structurally change, we will continue to review the portfolio for profitability and strategic fit. We will not hesitate to take further actions where assets do not meet our economic thresholds. Mr. Werning, you asked when the efficiency program and our innovation pipeline, including short stature corn, will lead to measurable improvements in results. The five-year framework was launched in 2025, and we are firmly focused on execution.
We have started to implement measures across the value chain, including production, footprint optimization, and product portfolio measures. These measures will support our profitability growth going forward. Last year, we have already delivered roughly EUR 400 million of efficiencies and cost savings. In addition to strengthening the operational foundation of the business, we are preparing for the launch of several blockbusters innovations in the next 10 years, all with a peak sales potential of over EUR 500 million. We launched the first of the 10 blockbusters innovations already in 2025 with insecticide Plenexos in Latin America. The precision system, including short stature corn, was already launched in so-called breeding version and is highly appreciated by the farmers who have gained initial experience with it.
It is expected to double acreages again this year, and we are going towards broader commercial impact with a biotech trait introduction, which is expected in 2027. Other key introductions including Vyconic soybeans in the United States, Icafolin herbicide, the fourth generation treat against corn with worm, will begin contribution to the top line growth and margin expansion towards the end of the decade. In combination with our yearly portfolio refresh, we expect to increase our top line by EUR 3.5 billion by 2029. Taken together, we expect a gradual but tangible improvement in profitability from cost and growth measures with more pronounced effects as we move towards our midterm margin ambition for Crop Science. Mr. Clausing, you asked if we would be prepared to engage in dialogue about our active ingredients. We have continuously engaged in dialogue with our stakeholders for many years, including discussions with numerous NGOs.
We will continue these discussions in the future because transparency is very important to us as a company. As a general principle, the safety of our products is our top priority. In closing, you wanted to know whether we are withdrawing certain products from the market that are allegedly linked to the development of Parkinson's disease. The safety of our products is always our top priority. More than 100 regulatory authorities worldwide have approved the use of Bayer's crop protection products and active ingredients based on scientific studies. As part of the registration and re-registration process for crop protection products, regulatory authorities review and evaluate extensive data from studies. 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. Arnold, you asked why you are finding less frogspawn in the wild.
The European regulations for crop protection products are among the strictest in the world. EU Regulation 1107/2009 takes into account potential risks for amphibians. The safety of our products is always our top priority. Our chemical and biological crop protection products are tested in early development phase in relation to the modes of action, their toxicological properties, and the extent of their potential impact on nature. This ensures that the effects of our products are targeted and do not pose an unacceptable risk to humans, animals or the environment. Mr. Arnold, you asked about the safety of our products for unborn and newborn children. Our products may only be marketed if independent regulatory authorities conclude, after scientific evaluation, that they are safe when used properly. For this reason, all active substances and products undergo extensive toxicological testing prior to approval, including studies on reproductive and developmental toxicity.
In addition, product labels contain clear instructions for use, including protective measures and restrictions on use. Mr. Arnold, you asked what the safety recommendations are for avoiding potential pesticide-related leukemia. Before crop protection products are approved, they undergo a research and development process that lasts more than 10 years and includes extensive safety testing, including assessment of carcinogenicity, including leukemia. Dr. Hafkesbrink, you cited a report regarding allegedly phosphorus sales in the United States and asked whether they indicate the strategic realignment of the business or establishment of another business pillar. A subsidiary of Bayer has been operating a phosphorus mine in the United States for many years now. The lion's share of the phosphorus produced by Bayer is used to manufacture crop protection products. This is also the business case for Bayer operating the mine.
A portion of the phosphorus, however, was also sold to a limited number of third-party companies and used for various industrial purposes, such as fire retardants and aviation fuel. These third-party companies are contractually prohibited from reselling elemental phosphorus for military purposes. At present, Bayer is not supplying phosphorus to the U.S. government. Due to an executive order from the U.S. President, however, the company will be obliged to respond to any potential inquiries in the future. The supply to the U.S. government is not an additional business pillar. Mr. Pehrke, you asked what percentage of phosphorus goes towards production of glyphosate and how much is used for military uses. As just mentioned, the lion's share of the phosphorus produced by Bayer is used to manufacture crop protection products.
Mr. Tygel, you asked why Bayer positions itself as sustainable and innovative while marketing crop protection products that are approved in some countries of the Global South, but not in the other regions. The fact that the crop protection products is not approved in EU says nothing about its safety. Bayer adheres to existing and robust regulatory systems that are in place around the world to protect human health and the environment. Furthermore, countries in the Global South has different climate conditions and face challenging pest pressures. Clear examples of this includes locust plagues in parts of Africa and Asia, or the spread of fall armyworm in Africa. Fortunately, agriculture in EU is not familiar with these threats. In other parts of the world, they endanger the lives of many people. Without the use of crop protection products, their food supply would be destroyed. With that, I pass to Julio.
Mr. Schmidt, you asked about the progress made and the perspectives regarding our Road to Billion strategy at Consumer Health. Strategically and financially, the Road to Billion strategy of our Consumer Health Division is on track, even though the market environment remains challenging. At the heart of the strategy is reach. We want to reach billions of people with trusted healthcare solutions. We're making step-by-step progress by reaching more consumers, strengthening our presence in digital and conventional channels, and by focusing our investments on the biggest value drivers. Our growth is increasingly volume-driven rather than primarily price-driven, and this is one of the key objectives of our Road to Billion strategy. In addition, more than 50% of our strongest brands gained market share in 2025. A Road to Billion strategy is not a short-term promise, but rather a long-term approach for growth.
We're convinced that it will give many more people access to trusted healthcare solutions and bring us closer to our ambitious financial targets. Norbert?
Okay. Let's see. Mr. Werning, you asked whether Bayer will achieve the operational turnaround, and we've already made tangible progress in our operational turnaround, and we're confident about the further implementation of our strategic priorities. 2025 was a successful year for us, and we met our upgraded guidance and made clear strides in containing legal risks while rapidly integrating Dynamic Shared Ownership into the company with Team Bayer on board. Our pharmaceutical strategy is clearly showing success with the performance of our newly launched products and the progress of our pipeline. Our strategy of offsetting losses from patent expirations through new product launches is clearly working, and we see growth potential starting next year. At Crop Science, we've initiated a program to increase profitability and leverage growth opportunities. Overall, we're not finished yet and we still have more work to do.
We continue to work on containing our legal risks and delivering on all our priorities. Mr. Werner, you asked about the emissions caused by microplastics and nanoplastics in Bayer's production processes and about specific protective measures for employees and the environment. Bayer is fully committed to compliance with all applicable laws and regulations and works diligently to implement all provisions in this area. As part of our health and safety management and also in our production processes, we adhere to prescribed high standards in order to protect our employees and the environment. Mr. Tüngler, Mr. Speich, you asked about potential structural adjustments once the wave of litigations has been substantially contained. Along with containing legal risks, our clear focus is to address our strategic priorities.
In particular, we work towards further reducing the net debt load, boosting cash flow, and implementing our new operating model and systematically executing our divisional strategies in Pharma, Crop Science, and Consumer Health. We consider all of our divisions to be attractive businesses with strong fundamentals and long-term growth potential. Nonetheless, as communicated before, we are generally open to options and must continually ensure that Bayer is the best owner of each of our businesses. Mr. Werning, you asked whether Bayer plans to go beyond reducing its own emissions and play a leading role by enabling decarbonization through climate solutions. Bayer is pursuing a holistic climate strategy that includes positive contributions to decarbonization in addition to reducing our own carbon emissions. In agriculture in particular, our products and solutions make an important additional contribution to decarbonization.
For example, we promote the adoption of climate-friendly agricultural practices and technologies, such as genome editing for higher yields, as well as soil management approaches like direct seeding and cover cropping. Our goal is to help customers measurably reduce greenhouse gas emissions in agricultural systems and enhance carbon sequestration. Mr. Werner, you asked about PFAS in the supply chain and contaminated sites, as well as possible liability risks. Due to their broad use, PFAS can be present at various points along the Bayer supply chain, for example, in the production process, as materials in production plants, and as intermediate products or packaging. This is a topic that affects companies worldwide and is one that Bayer is also carefully investigating and addressing. Our products and manufacturing processes follow all applicable rules and regulations and meet all safety standards.
We work closely with regulatory authorities and industry partners to stay informed of the latest developments and to develop appropriate approaches to ensure compliance with future laws and regulations. If the question concerns production at Bayer MaterialScience, these questions must now be answered by the Covestro group, which is now an independent company. Mr. Werning, you asked whether Bayer was actually becoming more productive or simply smaller through the Dynamic Shared Ownership program. Overall, Dynamic Shared Ownership is aimed at making Bayer more productive. The goals of DSO are to reduce complexity, shorten decision-making paths, and move responsibilities closer to our customers, our markets, our products. The resulting cost savings and structural changes are a result of reducing layers and eliminating redundant structures rather than the primary objective. Our intent is to strategically reinvest efficiency gains into innovation, growth priorities, and competitiveness, making Bayer leaner, faster, and more focused.
This will strengthen our resilience and effectiveness in our core businesses and for the long term. We see ourselves well on track in this transformation and are confident that Bayer is thus well-positioned for the future. Mr. Werner, you asked about digital sovereignty regarding the use of AI, what the situation is with open source solutions, and whether we actively support startups in this context. Digital sovereignty is important to us. Among other things, we work closely with not just one, but a large number of international partners. This also includes select startups that are relevant and promising for Bayer. Our focus here is on promoting innovations in our areas of healthcare and agricultural technology. Bayer has a fundamentally positive and strategically open attitude towards open source solutions. Use, further development, and own contributions are established within the group.
Mr. Speich, you ask whether we have made adjustments to our climate and diversity policies over the past 12 months and whether the company remains committed to them. We continue to advocate on behalf of diversity and want to create a working environment in which equal opportunity and inclusion apply to everyone. This not only reflects our values, but also helps us become a stronger and more innovative company. We're a global company and will continue to work to attract high-performing, diverse talent and to offer all employees an optimal working environment to unlock their full potential with us. With respect to our climate-related activities, we pursue a holistic climate strategy that not only focuses on consistently reducing our own emissions, but also includes positive contributions to decarbonization. We're keeping these promises while complying with all respective applicable government laws and regulations.
Finally, Mr. Werner, you asked about the use of artificial intelligence in image videos, advertising, and promotion at Bayer. Bayer is actively involved in the use of AI in content production and media optimization. AI-powered technologies and tools are used to increase efficiency in content and media spend. This includes content generation and media optimization, where in general, savings of around 30% are expected. The use of AI to increase effectiveness is an important aspect of our marketing efforts. Now I'll pass it over to my colleague, Wolfgang.
Thanks, Bill. Mr. Werner, you asked about the use of IT and AI programs by non-European providers at Bayer, especially in internal communication, in operations, and in monitoring of manufacturing processes and logistics solutions, and you asked about specific names of companies to be given. Now, Bayer uses IT solutions by international providers after a thorough review. For example, in internal corporate communication, we're using Microsoft products. In production and logistics, we are using various solutions obtained, outsourced, and produced in-house. Mr. Werner, you also asked whether Bayer uses AI agents, how this can be monitored, or if these are black box systems, and whether manipulative or faulty AI processes can still be detected by employees. Bayer uses AI in all areas of our business, including R&D, operations and product supply, marketing and sales, and also in the corporate functions in order to increase operating efficiency, lower costs, and accelerate innovations.
In doing so, we attach great importance to transparency, effectiveness, and safety of the systems to make sure that no black box effects occur. The processes are documented and can be controlled. The responsibility for the use and success in the final analysis are still our employees. So far, the use of AI has proven helpful. Mr. Werner, you asked whether we share the high expectations placed in AI. We are certain that AI will continue to improve our business processes and promote our growth. However, I would not call this an unlimited expectation of all becoming good in this regard. Mr. Werner, you also asked about possible concerns against the use of artificial intelligence. We are aware of the fact that new technologies such as AI can be linked to predictable and unpredictable risks, and that their use therefore requires a special responsibility.
Risks and opportunities and also ethical considerations must be discussed in a broad-based social dialogue. For several years, Bayer has been actively involved in respective political and technical exchange formats on a national but also on an international level. Mr. Tüngler, Mr. Schmidt and Mr. Werning. She asked about the acceptance ratio for the settlement in the glyphosate case. Now, for the class settlement applies that it comprises all potential claimants that comply with the criteria. So they do not have to accept the settlement proposal, but they can also reject it if they don't want to participate. The deadline for this so-called opt-out is still available until the 4th of June 2026, and claimants who want to opt out can by then also decide to rejoin the collective settlement. Therefore, any interim result would be not really meaningful.
We expect that most of the claimants will remain in the so-called class of collective settlement and will not leave it. However, if too many claimants decide to leave the settlement, then Bayer can terminate it unilaterally. That is provisioned in the settlement agreement. Basically, it's normal and to be expected that in this phase of the class settlement, concerns of the claimants are being raised, which can either be resolved before or in court. Mr. Werner, you talked about the number of employees which at Bayer are involved in monitoring artificial intelligence. Artificial intelligence as well as all other IT systems are, to a great extent, monitored by the Bayer IT organization, and here we have a four-digit number of employees in this area. Mr. Werner, you wanted to know how we can prevent the use of AI leading to so-called AI waste or slop.
Bayer supports a responsible AI use where decisions are always being reviewed by experts in order to avoid bias and false information. Bayer has got internal policies for the use of generative AI tools as well as requirements for responsible handling of AI, which has been described in the Bayer Code of Conduct. Furthermore, Bayer has set up an internal working group on the subject of responsible use of AI, which consists of experts from various functions and which reviews and adapts existing policies and their application. Furthermore, through continuous further training, its IT and data academy has a compulsory AI training. Bayer ensures that the employees do have the necessary skills for reasonable use of AI. Mr. Werner, you also wanted to know what the cost-benefit ratio of the use of AI is and whether at some point we can expect a break even.
The use of artificial intelligence is leading to cost savings in many areas through process optimization and automation. The additional costs for licenses or necessary computing power in the data centers of the cloud providers are more than compensated for by the use of AI. We're implementing use cases with clear priorities, and the rate of return here is at the focus of our intention, and our implementation in most of the cases delivered the expected result. Mr. Werner, she asked about the use of generative artificial intelligence among others in the Annual Report or when drafting the address of the Management Board and Supervisory Board. The addresses that you have mentioned are not only being given but also written by humans. For the Annual Report, we're using AI for support. Mr. Werner, you asked about the use of artificial intelligence.
As a digital company, Bayer uses digital intelligence in all areas of its business, including R&D, operations, product supply, marketing and supply, and sales, and also in its corporate functions in order to increase operating efficiency, lower costs, and accelerate innovation. The use cases are along the entire value chain from the change of the way that we do research all the way up to how we interact with our customers, patients, and farmers. We are aware of the fact that the use of AI also requires very high responsibility, and so far, we are satisfied with the use of artificial intelligence. Mr. Werner, you asked about the support of AI in answering the questions at the ASM. Artificial intelligence supports us in many areas, also in preparing and implementing the ASM.
We will continue to review and consider the use of AI in areas where we expect efficiency increases and where it seems reasonable to us. When it comes to answering the questions of the ASM, however, our Stockholders can be sure that the contents of all answers have been thoroughly drafted, reviewed, and then also put into final wording by our experts. Mr. Werner, you asked about the risks of the use of AI in connection with cybercrime. You also asked about the number of IT attacks against Bayer and how we defend ourselves specifically against them. Cyber attacks are increasing on a general basis, especially with the increasing progress made in digitalization. Bayer is pursuing a multi-pronged approach for cybersecurity, and we are reviewing our security measures worldwide continuously. Now, first of all, we rely on our employees. Their responsible action is decisive for our defensive actions.
We carry out group-wide awareness campaigns, and we also offer regular training to make sure that our employees learn to detect and report suspicious activity. Secondly, we do have technical defensive mechanisms. Our cyber defense center operates around the clock on a 365-day basis per year in order to monitor potential threats and respond to potential attacks. Thirdly, we are also working externally on cyber topics and cooperate with other large companies and governmental organizations. Through proactive actions such as controls, detections, capabilities, and response processes, Bayer has been able to successfully mitigate the impact of such events in the years 2024 and 2025. Mr. Tygel, you asked about the sale of pesticides in Brazil. Thanks to the development of agriculture in Brazil, the country is now able to feed its population on its own basis, which was not the case in the past.
Furthermore, Brazil has become a large exporter of food and thus a key factor for global food safety. All of this was only possible through innovation in agriculture. The sheer fact alone that a pesticide is not approved in the EU does not say anything about its safety. Many other approval authorities all over the world, including Brazil, have very robust and sophisticated regulation systems to protect human health and the environment. Of course, there are certain challenges such as certain pests, which fortunately we do not have to deal with in Europe. In other areas of the world, however, they threaten the lives of many people, because without the use of pesticides, their basis for income and food would be destroyed.
There also is a couple of examples of pesticides that have been approved in the EU but not in other countries, simply because they are not needed there. Mr. Tygel, you asked about the way that we deal with politics. Legislation and governments, they of course set the frameworks of our business. As a globally operating company, we do have a social responsibility to make our know-how and skills available and to support political decision processes through our experts. Political lobbying, in our view, is an important, legitimate option to make sure that in the final analysis, we reach a good and balanced legislation. Mr. Tygel, you asked about our Brazilian customers. Thanks to the development of agriculture in Brazil, the country can now feed its population on its own, has become one of the leading exporters worldwide of food, and thus contributes significantly to global food safety.
That was not the case in the past.
Mr. Pehrke, you asked about the production of phosphorus in Solvay. This is our own production and is not an external supply chain as I've already described. A subsidiary of Bayer has been running a phosphorus mine for many years. The majority of the manufactured phosphorus is used for our own manufacturing of plant-protecting aids. A part of this is then used in limited amounts for third-party companies and sold for industrial purposes, for example, fire protection or for jet fuel, aviation fuel. Mr. Werner, you asked about possible areas due to the use of AI in production. Health and safety for our consumers are of utmost importance to Bayer. Our production corresponds to the highest standards. They are regularly audited in order to ensure complete compliance. Bayer is obligated to ethical and responsible use of AI in all areas of our business.
The human factor remains irreplaceable, meaning that in our production, we work with highly qualified staff across the whole network. Mr. Werner, you asked about Bayer and its regulatory measures to limit AI risks. Of course, Bayer, in terms of building and use of data centers, is involved. Bayer supports legislative and non-legislative initiatives in order to create trust in AI-based applications and at the same time to enable innovation. Given the central meaning of AI for R&D and the use in health and agricultural applications, regulation and a certain amount of risk-based and innovation-friendly use can thus be enabled. Mr. Pehrke, you asked about the use of glyphosate by the Israeli army in Lebanon and perhaps legal consequences. We have no information on the described events or the delivery of glyphosate. With that, I'd like to pass the floor to you, Norbert, I believe. Good.
Ladies and gentlemen, I have swapped places. I am not Bill Anderson, of course. Nevertheless, I would like to answer the questions as the chairperson of the Supervisory Board. Mr. Tüngler, you asked about the compensation system of the Supervisory Board as to whether it's now aligned in a future-oriented manner, whether the STI and LTI have been considered, and whether in particular the strong share price orientation for LTI should be adjusted. The Supervisory Board is convinced that the existing compensation system is sustainable and also aligned with performance and is competitive. The STI is in line with the business success and is also made up of three equally weighted components. That's adjusted group revenue per share, free cash flow, current and portfolio adjusted revenue and growth together. The corporate performance in 2025 was stronger than forecasted. This is reflected in the factor of 110% for STI.
The LTI, however, is consciously long-term and is based on the capital market. The low payment factor for the LTI reflects the share price development of Bayer between January 1, 2022 and the end of December 2025, both in absolute terms and also comparatively to the EURO STOXX 50 Total Return. Furthermore, it considers that the goals of capital costs were not achieved. The combination of STI and LTI ensures that short-term operative performance and long-term value creation are considered at the same way. The strong capital market alignment of 80% weighting in LTI is a central element in order to bind in the interests of the Board of Management and of Stockholders. The Supervisory Board monitors the compensation system regularly and critically, always with the goal of having it in line with transparency and with performance. The next question.
Mr. Schmidt, you asked for an explanation of the process of successors for the Supervisory Board. The Nominating Committee of the Supervisory Board looks at, in every meeting, at the planning for the Supervisory Board. The Nomination Committee is made up currently of Colleen Goggins, Kimberly Mathisen, Alberto Weisser, and myself as the chair. By identifying suitable candidates and their assessments, the Nomination Committee regularly is assisted by staff consultants. In fiscal 2025, three meetings took place. In fiscal 2026, one meeting has taken place of the Nomination Committee. In these meetings, the Nomination Committee, in addition to preparing the election proposals for today's Supervisory Board elections, also looked at long-term planning of successors for the Supervisory Board. The Supervisory Board always looks at Supervisory Board elections and successors.
In addition, there are efficiency checks and this took place last year, and these also take place once every year for discussion in the Supervisory Board. Mr. Schmidt, you asked about the efficiency checks of the Supervisory Board. In the past fiscal year, efficiency checks took place and a consultancy firm was called upon to support the Supervisory Board. The total results of the efficiency testing was 25% projected using 300 benchmarks. The recommendations were identified that should increase the efficiency of the Supervisory Board in the future. We would also like to stress that the Supervisory Board, in its long-term discussions with Bayer, also included the further strengthening of successor planning for the Board of Management and the Supervisory Board, and also looked at questions in the preparation of meetings of the Supervisory Board and its committees.
The implementation are things that we always look at in the presidium of the Supervisory Board and in executive sessions. We also will report on important topics in the report of the Supervisory Board. Mr. Schmidt, you asked about the expectations of indirect non-financial goals in short-term variable compensation and whether these would be considered and implemented. In STI, non-financial and strategic aspects are not considered regarding the factor for strategic development and strategic implementation in an explicit manner. This factor can be used to assess the performance of the Supervisory Board and the Board of Management members using strategically relevant criteria, including non-financial goals, for example, the ESG and other strategic priorities. This ESG stands for environmental, social, and governance.
Mr. Schmidt, you asked which compensation components are limited in the change of control clause to 250% of the annual basic compensation, whether this is referred to and whether variable compensation components or pension acceptances are included. The limitation of the change of control clause refers alone to the annual basic compensation. This is limited insofar as this amount is lower. Any payment in a change of control situation is, in terms of calculation, below the two-year compensation and is therefore in line with the recommendations of G.13 at the German Corporate Governance Code. It's also worth bearing in mind that the claim of a settlement or severance in a change of control situation changed significantly and that the Board of Management member after 12 months can use their Mr.
Schmidt, you also asked about which insights we're able to take from dialogue with the Stockholders regarding compensation, and which criteria are used in order to assess the appropriateness of this system, whether the compensation report is aligned with market practice or best practice. The compensation system at the Annual Stockholder Meeting in 2024 was voted in with 93% and was therefore accepted very positively by the Stockholders. The Supervisory Board went into significant dialogue with the Stockholders and therefore came to the conclusion that a change to the compensation system was not necessary. The individual discussed aspects are things that we have reported on in detail in our report. The new Compensation Report 2025 includes more transparent explanations regarding our goals and our achievement process, the link between corporate success and the compensation of the Board of Management. This makes it clearer.
Basically, the appropriateness of the compensation system is judged on the basis of market practice, the alignment of the strategy of Bayer, of competitiveness and regulatory requirements of the German Corporate Governance Code. The Supervisory Board is aligned with international market practice and national. Of course, it is a central aspect that must be understandable. It must be as transparent as possible, and for this reason, we try time and again to work out best practice, follow those lines, and also to shape these best practices. Mr. Speich, you asked about the reasons for which no say on climate or resolution is on the agenda of the Annual Stockholders' Assembly.
After in past years, a very deep analysis of the expectations of our investors came to this conclusion, we decided that the time was right to say that the Say on Climate was not the right moment at the Annual Stockholders' Meeting. Our climate strategy, our goals and progress will be put down in detail in our summarized report and in the transition and transformation plan, which is monitored by the Supervisory Board and regularly discussed with investors. Mr. Speich and Mr. Werning, you asked about who we're considering as my successor for the Chair of the Supervisory Board. The nominating committee of the Supervisory Board will offer recommendations in the coming days, weeks, and the results of these deliberations of the nominating committee are things that I will not preempt here.
However, of course, I am willing to candidate once again for the Supervisory Board, though the contributions I make in the Supervisory Board in a different function is dependent on what I am offered, and whether and how and when an appropriate successor will be found. This also depends on the amount of time that is still left. Ladies and gentlemen, if I am correct, I believe this means that we have now answered all questions in this first block. We will then continue with the discussion, and I would like to ask Mr. Essig to present his contribution, and I would then also ask Mr. Barros Sodré to be ready. After that, Mr. Oswalt, I would ask you to prepare yourself. Mr. Essig, the floor is yours.
Chairman, members of the Board of Management and the Supervisory Board, co-shareholders and Stockholders. I'm Ludwig Essig. I have the honor today to speak to you as a representative of CBG, Coordination Against Bayer Dangers. I work in the field of trade policy at the Technical University of Munich. Time and again, we speak about the reputation of Bayer as being a forward-looking company in the export of pesticides, which are banned in the European Union. We're not talking about a sideshow of the business, but rather a fundamental issue of entrepreneurial integrity. Does Bayer apply a uniform standard for healthy and human rights, or is there a stricter standard in Europe and a weaker standard in those regions of the world where individuals are more vulnerable?
What is extremely problematic is that these exports include a number of active ingredients, which in the European Union are banned, and which can be found, however, in Bayer products, and I would like to emphasize this fact. This includes mancozeb. We have 2,536 tons, or in propiconazole, 1,399 tons of those are sold. Imidacloprid is used, which is deadly for bees and other pollinators. Of course, it is very sad to see what countries these products are exported to. Monitoring, application protection, access to protective gear in these countries often don't live up to European standards. In other words, especially where protection is at its weakest is where Bayer sells products that are no longer approved in the European Union. Then we have the pesticide boomerang, because a number of these dangerous ingredients return to the European Union in foodstuffs that are then imported from these countries.
An allegedly external problem becomes an internal problem within the EU among consumers, and of course, it also becomes a problem for the European legislators. For a company that wants to stand for science for a better life, this practice is really questionable and calls your reputation into question as well. Scientific responsibility shouldn't halt at the outer borders of the European Union, and we shouldn't look at this topic in an isolated fashion. New trade agreements threaten to exacerbate this development if within the framework of EU-Mercosur and tariffs, the hurdles for agrochemicals are lowered, you increase the danger of pesticides and other agrochemical products being exported into countries that have lower standards than the EU. The consequences of this can be seen today already. In Brazil in 2025, 9,729 pesticide toxicity cases were registered. That's an increase of 84% over 2015.
This corresponds to 27 people per day. What is especially dire is that small children in the age group of 1 to 4 are especially affected. Experts, in addition, believe that a number of cases aren't reported. These figures clarify the consequences of these substances. This is why on behalf of the shareholders of the network and the network in Munich, the following questions. First, when will Bayer put an end to the exports of pesticides, which in the EU are banned for health reasons, without doing that under a regulatory duress, but on your own responsibility? How many tons of mancozeb and other pesticides, which do not have approval within the EU, have been sold by Bayer in fiscal 2025, and been exported into third countries?
Since the change of government in 2025 and the taking of office of Alois Rainer, the ministry has changed its focus on reducing red tape and promoting exports. What commitments has the group received in order to hedge the export strategy in weaker countries? How do you ensure that you don't instrumentalize your strategy in a one-sided fashion? You emphasize in the new Transparency Report 2025, your dedication to the UN Guiding Principles for business and human rights. How does this commitment to human rights tally with the fact that Bayer is being proactive in putting an end to a draft of an export ban? Bayer is a member of the Economic Council of the CDU. Was the blockage of this export ban determined in this council? There is a Code of Conduct for responsible lobbying.
Bayer establishes itself that the company as a legal entity cannot make direct contributions and donations to a political party. Whereas Bayer may not write checks to parties directly, millions are paid to associations such as CropLife International and CropLife Europe, which in turn do a lot of lobbying work. How do you ensure that your membership fees to organizations such as CropLife are not used in order to finance political campaigns that have objectives that contravene your own sustainability goals and your Code of Conduct? Now, I call on you to stop hiding between the shroud of formal legality, because that has nothing to do with what is actually in compliance with the law. What you are exporting shouldn't have anything to do with your business model.
Bayer has the opportunity to stand for a global protection standard in order to protect humankind and to promote an entrepreneurial strategy that is not based on bad standards. I would like to ask the stockholders not to ratify the actions of the members of the Board of Management or the Supervisory Board, and instead to approve our countermotion. Thank you very much for your attention.
Thank you, Mr. Essig, for your contribution and for your questions, and thank you for the fact that you remained within your 10-minute time allotment. I would like to now call Dr. Ronaldo Barros Sodré. He is going to submit in English, and he also represents the Coordination Against Bayer Dangers. After him, Mr. Hans Oswalt will speak to us, followed by Clemens Min. Mr. Barros Sodré, the floor is now yours.
Good evening, chairman. My name is Ronaldo Sodré. I'm a professor of R&D research at the Federal University of Maranhão in Brazil. I speak from first-hand experience with the affected communities. What is happening in the state of Maranhão, located in Brazil, north region, and one of the poorest states in the country, is not an isolated case. It's a recurring pattern. In the first three months of the year, we had the worst record ever of aerial spraying of pesticides over communities. There were more than 220 affecting 188 communities, 29 cities. This is not a statistic. This is a crisis, a health crisis, in which people experience very real symptoms such as vomiting, skin irritation, and other problems caused by exposure to chemicals. A food crisis because crops are being wasted and destroyed. An environmental crisis with contamination of the water, soil, and the air.
It is also a matter of justice because most of the affected communities are indigenous peoples. We are living in highly vulnerable conditions. It's important to state clearly, in many cases, this is not a matter of accidents or the drift of the pesticide carried by wind. There is strong evidence that these sprayings are part of the process of exerting pressure of these territories, contributing for the expulsion of communities from their lands. In other words, we are not just talking about a technical problem. We are talking about a crisis. Although it's not known exactly which products were used in each case, it's very likely that among them are substances marketed by large global corporations. We know since the beginning of 2025, the use of glyphosate has once again been permitted for spraying.
Glyphosate is, in fact, the most widely used pesticide in Maranhão and also in Brazil. In light of this, I want to raise an important point. In Europe and Germany, there are strict rules regarding chemicals and exports. These rules require on-site information and accountability regarding impacts. Even we know that these systems are not perfect. Nevertheless, there is a very clear principle. Products must not cause harm to the earth or the environment. Today, more than ever, companies are being called upon to monitor the entire production chain and ensure there are no violations inside or outside Europe. In other words, responsibility does not end when the product is sold. It continues throughout its entire life cycle. The question is straightforward. How can a company like Bayer operate under strict rules in Europe while at the same time bringing such serious impacts in the regions?
If there are standards to prevent harm, why does this harm continue to occur? It's not just a matter of complying with the law in one place and acting differently in another. It's a matter of global responsibility. It's unethical for vulnerable populations to be exposed to risks that would not be tolerated in other contexts. What is at stake here is not just the company's image. It's human lives, territories, and the future of entire communities. That is why I would like to conclude with a direct appeal. It asks shareholders to seriously consider the impacts. I would like to urge shareholders not to dismiss the board of directors and the Supervisory Board, but rather vote in favor of the counter proposal put forward by the Coordination Against Bayer Dangers. Thank you very much.
Yeah. Thank you, Mr. Barros Sodré. Now I'd like to welcome Hans Oswalt as the next speaker, followed by Clemens Min. I'd like to ask Udo Rüter to be on standby as well. Mr. Oswalt, the floor is yours.
Thank you, Professor Dr. Winkeljohann. I'd like to say hello to you, and I hereby file a motion on the rules of procedure. I am Hans Oswalt from Lower Main. I am on the board of the Verband Wohneigentum, which has made a task of pointing out irregularities. Throughout Germany, we have more than several hundred thousand members. Now, just in general, with respect to the rules of procedure, while I was waiting, I googled on the Internet and I asked AI a question. AI told me that the things that we continue to complain about, especially with respect to the speaking time, and I'm holding my phone up to the camera so you can see it. I want to point out that the limitation of speaking time goes counter to the rules of procedure and therefore should not be allowed.
To impose a limitation before follow-up questions can be asked is something that I believe is not very opportune. I file a counter motion to the ratification of the actions of the members of the Board of Management and the Supervisory Board. I request that this ratification be voted on by individual board member. I also hereby file a motion for having Stockholders attend future Annual Stockholders' Meeting in person once again. I also file a motion for the Articles of Association to mandate a combination of an in-person and a virtual event, therefore a hybrid event, in order to ensure that all Stockholders, irrespective of any physical or other limitations they may have and wherever they may be located around the world, can fully exercise their Stockholder rights.
To this end, I expect an extensive statement from the Board of Management and the Supervisory Soard why all shareholders should be treated equally. Currently, Stockholders for financial or health or logistical reasons are unable to participate are systematically put at a disadvantage. I am a good example of this. Although I registered the Telekom AGM in 2025, I was unable to attend because I couldn't travel for health reasons, and therefore, I was not able to file my motions and counter motions appropriately. If that AGM had been conducted in hybrid format, I could have done that work from home. We mustn't forget that there are some Stockholders that are not familiar with the Internet. They are also excluded from virtual AGMs. It is important that the freedom of shareholders is safeguarded. Therefore, every Stockholder should be given the option to attend either in presence or online.
Dr. Winkeljohann, you should seriously figure out what stance you want to take. Now, we have learned lessons from the Corona pandemic. During the Corona pandemic, virtual AGMs were established successfully. However, many companies felt that this was just a stopgap before being able to return to in-person events. That is what we should look at the virtual Annual Stockholders' Meetings like. We shouldn't just accept them as a fixture now. You have alleged that a hybrid ASM is too expensive, but that is not tenable. You can offset the additional cost by reducing the compensation of the Board of Management. Now, we mustn't forget that members of the Board of Management often earn 20-60 times what a politician earns. I think that this is a completely unacceptable situation, and a redistribution of money to the benefit of the Stockholders would be desirable.
Yes, Stockholders should be involved more. Yes, Stockholders have a voice. The Stockholders are the owners of your company. The feasibility is given. The technical and legal requirements enable you to do this. If you look at the Netherlands, you can see that this hurdle can be overcome. Such formats as hybrid AGMs do indeed work. The legal cost is definitely acceptable, especially given the fact that your company has an extensive legal department that can easily handle the requirements. You need to strengthen the stockholders' democracy. Ruling out, excluding Stockholders, marginalizing Stockholders undermines the principle of a stock corporation. A hybrid event would promote the maximum participation of Stockholders around the world. We call on Stockholder representation such as the SdK and the DSW.
A lot of Stockholders believe that their Stockholder rights are being curtailed because the hybrid format is not being offered. Now, I am on the board of Verband Wohneigentum, and in that capacity, I ask you why hybrid Annual Stockholders' Meetings cannot be implemented, especially against the backdrop that other countries and other sectors are doing this successfully. Many German stock corporations also hold hybrid Supervisory Board and Management Board meetings. The same right should be conferred on the Stockholders, where the Stockholders are the owners of a stock corporation. If Management Board members and Supervisory Board members enjoy excessive salaries, then you should also make it possible to have a hybrid Annual Stockholders' Meeting, because you are obliged to do that. I call on all Stockholders to support my motion and to take similar initiatives before other companies.
Only if we collectively exert pressure, can we ensure that the interests of the owners, namely the Stockholders, which stand above the employees and the members of the boards of management and Supervisory Board, are safeguarded. We have hybrid Annual General Meetings being conducted by companies that are much smaller than yours. We must safely assume that your legal department can make it possible to have a hybrid Annual Stockholders' Meeting. If you want to do it, I'm sure that you can. I expect a clear statement in response to this. Professor Winkeljohann, I would also like to say something about another topic. A lot of people have requested the floor and spoken out against Bayer's use of glyphosate, et cetera.
Now, I know a number of farmers, and they, time and again, tell me that without glyphosate or Roundup, they wouldn't be able to do their business and you would be unable to feed the world's population. I'm not an expert on this, but if this glyphosate and Roundup were used properly, then there wouldn't be any concerns in using these products. A lot of people today spoke out against that. Now, sometimes you have to pick your fights. Is it better to use glyphosate or is it better to figure out a safer way to feed the world's population? Perhaps it would be good for Bayer to actually listen to the people who object to its practices.
Perhaps it would be opportune to sit at a common table and try and figure out how to help people around the world who do have a shortcoming of food, and then maybe come up with solutions on what pesticides best to use. I would also like to endorse what the other speakers have said before me today. Mr. Hendrik Schmidt and the gentleman from the SdK also does a good job. Ingo Speich from Deka and the representative Union Investment, Mr. Werning, also do a good job. You can see that we have a lot of young representatives. A lot of our members are customers of yours, and therefore, I think that you should do a better job. Here I'm talking especially about Marc Tüngler. He is a very well-versed speaker and makes very good submissions. Sometimes I believe that he's on the wrong side.
Sometimes he sits on Supervisory Boards, so I don't know whether these Supervisory Board offices can be reconciled with the interests of the shareholders. I would hope that he was more dedicated, especially when it came to hybrid Annual Stockholders' Meetings, because I believe it would be very important for Bayer to do that. I personally am not against virtual ASMs.
I'm sorry, Mr. Oswalt, I think that you have to come to an end soon because you already exceeded your time allotment.
Yes, Mr. Winkeljohann. Perhaps it's not so opportune to cut people off. You didn't do that to the first round of speakers because it's not a good practice. Also you make us nervous, and then things get dragged out even more. Sometimes this results in longer breaks. We had such a long break of 30 minutes at E.ON. Now, I'm trying to get to an end.
Yes, please try and get to an end.
Greetings from friendly Spexard. We have blue skies. I hope that I can convey this feeling to you. I'm not sure exactly where you're sitting. Perhaps you can do something positive for your Stockholders around the world, especially in Brazil. Thank you very much. I look forward to the next speaker because I think they want to file a motion with respect to the rules of procedure, and I've already filed a number of counter motions.
Thank you very much, Mr. Oswalt. Ladies and gentlemen, we would now like to continue with the agenda. Clemens Min is the next speaker. He will be followed by Udo Rüter and Mr. Andreas Werner. Mr. Min, the floor is now yours.
Mr. Winkeljohann, Mr. Anderson, ladies and gentlemen who sit on the Supervisory Board and the Board of Management, Shareholders, Stockholders. As a Stockholder, I would like to first and foremost thank everyone who contributed to the positive business performance in the past fiscal year. I represent my own shares and speak on behalf of my family members. I'm Clemens Min. From May 1985 until the early 2000s, I worked for a chemical company. In 2012, together with some coworkers, I received the Otto Bayer Award for Excellence in Research. My father operates a farmstead that he inherited from the family, and another brother operates a family hotel. Bayer has decided to close a location that they acquired from Hoechst. Researchers and scientists at this location repeatedly discovered herbicide agents, the last of which was icafolin-methyl.
Over a long period of time, there was a cooperation which was tried and tested and continued to grow stronger and stronger based on extensive expertise and experience. An end has now been put to that. You cannot simply shift this type of brainpower from one location to another. Against this backdrop, I want to ask you how Bayer, against the backdrop of its commitment, Science for a Better Life, Health for All, Hunger for None, can be maintained?
I believe that these slogans appear to be empty without modern herbicides. Just a moment, please
At present, I cannot discern how Bayer in the future wants to come up with its own innovative solutions in the area of herbicide research. To avoid long transport routes and to ensure food supply, especially in global times of crises, a high-performance agricultural sector in Europe is absolutely necessary. Against the backdrop of increasing food and fertilizer prices, you have to reduce costs as much as possible. As reported in June 2025 by the publication agrarheute, in the EU, for over 20 years, no new active agents were approved. In addition to the approval request for Icafolin from Bayer, two competitors requested approval for a herbicide, one of which was recently successful. According to experts, the decisive products will be on the market no earlier than the fall of 2026 or fall 2027.
In 2025 alone, three significant herbicide agents lost their approval, reducing the number of corresponding products. Overall, the number of active agents in the EU that have been approved since 2000 has been cut in half. Against this backdrop, I have the following questions for you. How will Bayer in the future ensure that agriculture, in particular in Europe, has a sufficient number of active agents that match the crops that have to be protected, in other words, herbicides? Does currently available data provide you with a sufficient basis in order to come up with new mechanisms of action for herbicides using AI and to launch successful and promising products on the agricultural market? Do you believe that bioherbicides, as a matter of principle, are safer than synthetic herbicides? And does the company plan to make supplementary offerings?
By when do you believe that the digital procedure will lead to significant productivity increases in agriculture? And how will Bayer participate in this? I would like to ask you to answer my questions, and I
thank you for your attention.
Thank you very much, Mr. Min, for this statement and your questions. This brings us to Udo Rüter, and he's going to be followed by Andreas Werner and Günther Wolf. First, Mr. Rüter, you've got the floor.
Professor Winkeljohann. I do not want to subscribe to what Mr. Oswalt said, but I also want to file a procedural motion regarding today's ASM. In my view, Stockholders' rights have been limited in an inadequate manner by the much too early closing of the speakers list at 12:42 already. That was before the questions of the first round of questions had been answered even, because the respective answers to these questions may result in further questions which other Stockholders would like to then follow up on, Stockholders who hadn't taken the floor earlier yet.
Restricting the Stockholders' rights so early is something I would like to remedy, and therefore, I file the procedural motion, namely that you reopen the speakers list, and my suggestion would be to reopen the speakers list at least until 3:00 P.M., allowing Stockholders to respond and come up with follow-up statements, especially on the basis of the answers given so far. In particular, I also would like to call upon you as follows. We have today once again noticed that such virtual AGMs can still not be conducted smoothly and seamlessly. We have again seen today that the speakers and Stockholders waiting in the virtual waiting room have been locked out again. For example, the first speaker, Mr. Tüngler, was already cut off. I'm absolutely convinced that an in-person AGM would be much more productive and effective.
Many other stock companies have already decided to hold this kind of an in-person ASM again. Of course, the ideal solution would be a hybrid format where Stockholders could also decide to opt in electronically. Thus the conflict that has arisen around virtual AMs could thus also be overcome. In the seventh year of a virtual ASM at Bayer, we have now seen that Stockholders do not agree with this kind of format. Also surveys among the free float Stockholders show that 80% of such Stockholders would really prefer an in-person ASM or the possibility to dial in electronically if they are not able to travel on-site. That would be really the silver bullet for all Stockholders.
Therefore, at this point, I do not wish to further elaborate on the contents anymore, but I rather hope that you will directly respond to my procedural motion by reopening the speakers list again until three o'clock, allowing Stockholders to respond to any answers that may have already been given and file their follow-up questions. Only then will Stockholders be able to voice their views in an unrestricted manner, as has also been provided by the law. Actually, according to the law, these virtual formats should only be used in special and extraordinary situations. For that reason, I, at this point, would like to hear your direct response on this procedural motion so that all Stockholders can fully exercise their rights. Thank you very much for your attention.
Thank you very much, Mr. Rüter. We will come back to this.
Before we now proceed on the speaker system, Mr. Oswalt had asked that the ASM should vote on the question of whether the ratification of the actions of the members of the Supervisory Board and the Management Board should be done via individual voting on individual persons. We will do so before providing the answers. Now we first continue with the next speaker on the speaker system. The next speaker will be Mr. Andreas Werner and he's going to be followed by Mr. Günther Wolf.
Hello. My name is Andreas Werner. I represent my own small number of shares. I've got only two brief questions regarding Russia. The first one is a practical question. How do we receive payments for our shipments to Russia? The second question is a compliance question.
How does the company make sure that EU sanctions are being complied with by our subsidiaries in Russia in their intra-Russian trade? That's all I wanted to ask. Enjoy the rest of the afternoon.
Thank you very much for these two questions, Mr. Werner, which we're going to answer later. I would like to ask Mr. Günther Wolf as the next speaker to take the floor, and he's going to be followed by Gerrit Hoefert. Mr. Günther Wolf, you've got the floor.
Professor Winkeljohann, thank you very much. My name is Günther Wolf. I have been working and I've been staying at nursery homes for 18 years, and I'm a representative of the Coordination Against Bayer Dangers and also a representative of the association of children having lived in nursery rooms.
Mr. Winkeljohann, at the last ASM 2025, you told me that you reject the call for financial participation at Bayer because you do not see any responsibility of Bayer for the acts of the employees of such homes at that time. You remember? Now, I hadn't even claimed that in the first place. It was about the violent medication of children with products of your company, which did not have any therapeutic effect, but which was only meant to calm down and sedate patients. That was only about profit maximization. You also said that at that time, the reviews on the basis of the legal standards applying and the ethical standards applying at that time and on the basis of the respective indication had been given.
That is not correct either, because this was not about treatment of a disease, it was just about sedating patients and opening up new sales markets for your products. This is also done on the basis of creating fears amongst people who then feel forced to accept medication. Are you familiar with the respective edition of the doctor's newsletter from the year 2002? Here it is. Have you read this? I'm holding it into the camera right now. Now it reads as follows under item 11. "Competition forces us to open up new markets, and the aim," and this is now underlined, "the aim must be to convert all of the healthy into sick people." That is, people who most possibly need medication for mental or physical diseases and therefore feel the need for treatment in order to feel healthy.
Now, in terms of physical diseases, this already works well, but even much better in mental diseases, especially as there are statements that all people are not really healthy, and furthermore, there is a significant impact of physical health onto mental health. Now, that sounds horrible, doesn't it? Now, wait. Now you also said that the review at that time had been carried out on the basis of the laws applicable. Oh, sorry, I already said that. Sorry, I'm lost. If you wanted to act according to ethical principles, according to the Nuremberg Code of 1949, you should have acted. Now, that is the ethical Code of Conduct of 20th of August 1947. You also said that children and teens had been involved only to a minor extent.
That statement is not in line with the documents held in your archives, some of which I have had access to. In my experience, more than 800 patients were subject to medical treatment in the respective homes. I myself, for example, was there from 1968 to 1974. Doctors were generously supported by you financially by giving us the medication of yours, such as Professor Dörner, which in a document June 7th, 1964 has been confirmed, according to which namely he has received 600 Deutsche Marks per month. You can check this out for yourselves because these are documents from your archives. Are you familiar with them? On the June 18th, 1964, Bayer AG held a meeting where Professor Dörner, Medical Council Dr. Egger, Dr. Rehbock, Dr. Sommer, and Dr. Voss participated.
I invite all of the shareholders to contact our association of children from children's home, and I call upon all of you to refuse to ratify the actions of the members of the Management Board and rather support the counter motions of the Coordination Against Bayer Dangers. Thank you very much for your kind attention.
Thank you very much, Mr. Wolf. Ladies and gentlemen, before we continue with the next speaker on the speakers list, Mr. Rüter has filed a procedural motion for reopening the speakers list until 3:00. Now, this is an action which. However, the decision I have taken, I mean, to close the speakers list was required in order to make sure that the ASM can be closed within the appropriate timeframe, and therefore, the decision lies with the respective chair of the ASM, and therefore, I uphold the decision to keep the speakers list closed.
We now have Mr. Hoefert as the next speaker, and then Mr. Budzinski-Schiemann. Mr. Hoefert, you've got the floor.
Professor Winkeljohann, I'd like to thank you for passing me the floor. Ladies and gentlemen, CEO, Stockholders. My name is Gerrit Hoefert, and I work at the organization Society for Threatened Peoples, and I'm speaking on behalf of my colleague today, Ms. Fernandez, who wanted to take part online from Brazil, but given bad weather conditions, she unfortunately has neither electricity nor Internet and is unable to take part. I'll be talking about the burden of indigenous peoples due to pesticides and the like. In Brazil, indigenous peoples have been subject to pesticide burdens. These aren't individual one-off situations. It's the system. Monocultures and genetically modified seeds and the use of herbicides have consequences on the people who live in these territories. The Avá-Guarani people is a good example of this. It has been shown in water sources here.
Healthcare issues such as vomiting, itchy skin, and irritation have been reported on. This is not a coincidence. It's been proven. In Mato Grosso do Sul, the province, in water samples, 22 different pesticides were found. 82% of the samples were contaminated. A significant portion of the proven substances is already banned in the European Union. Human rights and health organizations have been complaining that pesticides are ruining water in indigenous people's territories and contaminating nature. The practice of spraying from the air and on the ground is also particularly problematic. Pesticides do not stay where they are sprayed. They make it into rivers and waters and into communities that cannot protect themselves. If any water sources in villages are sprayed, then this is a significant problem, and this is the crux of the matter. Bayer is not a company today that sells products.
After buying Monsanto, it's part of the agricultural industry and is therefore responsible for biocultures and intensive agriculture. This destroys biodiversity. It creates conflicts over water in indigenous communities. There's then a problem of credibility and double standards. What is banned in certain regions of the world is still sold and exported in others. Brazil has often been the target market for particularly problematic substances. This gives rise to the complex question, which responsibility will Bayer assume for those people who have been afflicted? I'd like to call upon you today to assume this responsibility, ensure that there is effective protection, ensure that human rights don't only make up part of your sustainability reports, but that you act with them in line. Stop creating harmful pesticides. Don't just talk about the right application. Indigenous peoples have a right to health, clean water, healthy food, and unsoiled land.
Maintaining human rights should not be understood as a voluntary additional task. Rather, it is a crucial part of governance. I would therefore ask all Stockholders not to ratify the actions of the Board of Management and the Supervisory Board, but to vote for the Coalition Against Bayer Dangers motions.
Thank you, Mr. Hoefert. The next speaker is Sven Budzinski-Schiemann, after which the final speaker in our second block will be Ms. Margit Puka. Mr. Budzinski-Schiemann, the floor is yours.
Members of the Board of Management, the Supervisory Board, ladies and gentlemen. My name is Sven Budzinski-Schiemann, and today I'm here in three capacities. Firstly, I'm speaking for our family office, where we keep corporate interests and shares, and amongst other types of investments. I'm also a member of the executive board of Sander AG, a chemical company, and the technical world leader in corrosion protection products.
The third function is an NGO in Africa, in Tanzania, where we work on training, education. We've worked with academic and economic cooperation with universities in Tanzania and Germany, and companies from Tanzania and Germany. Eventually, I have two interesting questions. I will try to keep myself very brief in order not to overload the Annual Stockholders' Meeting. As managers of a company, we know that we have two points of leverage to optimize profits, either by way of revenues, so selling more, increasing prices, or by saving measures, reducing costs. I would be interested to know whether there were any standstills that were unplanned on your sites, and whether there are any statistics for these. What the causes might have been for these standstills. For these unplanned plant standstills are normally not due to the mechanics or replacement parts. Rather, the production standstill, opportunity costs are linked to this.
By this type of downtime, are these very minor causes? Corrosion of electrical connections or block valves that are conducive to downtime. I would like to hold out my hand to your engineering department and demonstrate solutions, should you require consultation. There are various ways of solving this. I'm sure that costs could be saved by doing so, which would, of course, have a positive effect on the share price, which would benefit all of us. A further question is increasing revenue, new markets, Africa. If these statisticians are correct, the population of Africa will increase to 2050 twofold. So we're then talking about 2.5 billion people who will be living there. That is a monumental number. As an optimist, I tend to focus less on the risks, but more on the opportunities. There is a European obligation to support infrastructure, including agriculture.
That these can at least increase in a linear manner. You already mentioned Zambia, and I find that very interesting indeed. With our NGO in Tanzania, we have already carried out and offered training sessions in agriculture for farmers to help them find solutions as to how they can increase their crop yields. I would be interested to know whether, in the future, cooperation might be possible. I think that this task is of the utmost importance. Food, drinking water, energy, these are the bases of human life and human existence, ensuring food security and supply to counter possible future conflicts and considering migration and movement that might even be prevented by this. The question is therefore whether a cooperation might be possible or whether these might even be requisite for Tanzania to become an importer for your product. Those are my questions.
I wish all participants of the Annual Stockholders' Meeting a constructive and active dialogue, and will now say goodbye from our headquarters in Rösrath.
Thank you very much, Mr. Budzinski-Schiemann, for your contribution. As our final speaker, Ms. Margit Puka, the floor is yours.
My name is Margit.
Hello, my name is Margit Puka. I am the Chair of the BVT. That's the Federation of those harmed. Unfortunately, I must speak to you today once again. It's not just unfortunate, it's unbearable, because after all that I have already reported at these meetings, nothing has taken place. Of course, we're now talking about Duogynon in the pregnancy tests of Schering AG that was on the market until 1981. When used properly, I repeat, when used for its intended purpose properly, was harmful to conceived life. Dr. Reinhard Seba, a PhD chemist and doctor, showed us the chemical reaction processes between the highly reactive active ingredients of Duogynon and the DNA of embryos. Together with him in 2023, we published a book, "Deformations Due to Pregnancy Tests." The Duogynon pregnancy scandal is finally visible. This is what the book looks like. We have presented the scientific results.
We published them and made them accessible to all. We brought these scientific documents to Bayer AG as the legal successor to Schering AG in connection with a response to be expected. Did that take place? It did not. No. Instead of this, every year I have to read the same piece of paper that in proper use, no harmful effects could be expected. How disappointing. You have the best chemists in the world working here for your company. How should I describe this conduct of a company that has hidden the scientific truth on Duogynon? It exerts influence on committees, on authorities, and scientific communities. It disallows further scientific research on this. How can the mothers of the embryos that have been harmed so much be made the scapegoats of this?
It's also scandalous that the surviving victims, their relatives, the public, and the parliament has been systematically lied to when, specifically, an attempt to investigate this took place. I've been fighting for this for 50 years. I know what I'm talking about. This can also be read in our book. I therefore bring suit against you today. In 1976, in early pregnancy, I never meant to harm my child by using the pregnancy test containing Duogynon. Deformation of organs and also stillborn babies, severely disabled children, that is down to Duogynon. The suffering behind it can hardly be put into words. In Germany, if we talk about abortions and Paragraph 218, this causes emotion. Now there is tacit tolerance that a pharmaceutical company cause numerous abortions and the most severe disabilities. This makes me angry, and I cannot comprehend it.
You cannot change what has happened, but you can at least bring justice. What you have refused to the victims, truth, recognition, and compensation, and not at any time, but now, that is what I call upon you for. The final question, when will a responsible chemist, not a doctor or lawyer, when will a chemist publicly declare with their name and their role that ethinyl estradiol, norethindrone acetate and estrogen, the active ingredients of Duogynon, were linked to this harm? Until that takes place, I call upon all Stockholders not to ratify the actions of the Board of Management and the Supervisory Board, and rather to vote for the counter motions of the Coordination Against Bayer Dangers.
Thank you very much, Ms. Puka, for your contribution. This brings us to the end of the second block of our contributions, and we then come to answer the questions.
I would like to ask Wolfgang Nickl to begin, and then I will pass to Rodrigo Santos.
Pleasure to do so. My first question I'm answering is for you, Mr. Essig. You asked about export of pesticides into the Global South, which are not approved for use in the EU. The safety of our products for man and environment is top priority for us. We are using global safety standards, even if they are in some cases stricter than the local regulation. Since 2012, Bayer has not been selling any pesticides anymore, which are classified by the WHO as acutely toxic, which is classification 1A or 1B. Since 2016, Bayer has committed itself to selling only pesticides which the active ingredients have been registered in at least one OECD country or in a country with a sophisticated risk-based regulation system. The fact that a pesticide has not been approved in the EU does not say anything about its safety.
Many other approval authorities all over the world also have very robust and sophisticated regulation systems to protect human health and environment. Their assessments reflect the specific agronomical and climatic conditions in the respective countries. Mr. Essig, you also asked about the export of mancozeb and pesticides from Germany to other countries. Mancozeb is an indispensable substance used against fungus in banana cultivation. Without that active ingredient, there would be a massive loss in harvest. Please understand that we cannot disclose any export numbers on individual active ingredients. Mr. Essig, you wanted to know how we make sure that our membership contributions to organizations such as CropLife do not conflict with our behavioral code for responsible lobbying and our sustainability goal. As an active member of industry associations, we work hard to make sure that these organizations introduce their own code for responsible lobbying.
Our binding Code of Conduct for responsible lobbying, as well as the base principles, does represent the framework according to which we act ourselves in political lobbying and also those third parties who are funded by us, namely in transparent, fact-based manner with integrity and in compliance with our sustainability goals. We bring our influence to bear to make sure that these supported associations also comply with these standards. Mr. Essig, you also flagged whether Bayer applies a globally uniform standard for health, environment, and human rights. Our Code of Conduct defines the ethical principles and standards in a uniform manner which all employees worldwide have to comply with. This includes compliance with laws and regulations, integrity in business practices, respect for human rights, responsibility for the environment, and a commitment to a fair handling of stakeholders on the basis of respect.
We thus want to avoid negative consequences, for example, human rights violations in our own business activity. At the same time, we thus also want to promote positive impact by improved stakeholder engagement. Mr. Essig, you asked how we make sure that our lobbying cannot be used by individual parties in a biased manner. Bayer is in dialogue with all democratic parties and political decision-makers who are committed to a parliamentary democracy and the values of our Basic Law, the Constitution. We enforce transparency in collaboration with representatives of political institutions, and are proactively involved in transparency initiatives. Doing so, Bayer goes far beyond the statutory requirements. We have been collaborating very well and professionally with the German Ministry of Agriculture under its current leadership, and the same also applies to the previous ministers in charge of this ministry.
Mr. Essig, you also asked about the Economic Council of the CDU and the ban or the rejection of a pesticide export ban. Our Code of Conduct for responsible lobbying represents binding rules for engagement in political space. It covers compliance related risks and creates transparency in our collaboration with representatives of political institutions. On the topic of pesticide export, since 2010, Bayer has not been selling any pesticides anymore worldwide, which are rated as specifically toxic by the WHO. Furthermore, in 2016, on a voluntary basis, the company committed itself to selling only such pesticides which have been registered, the active ingredients of which have been registered in at least one OECD country or for which an OECD data package has been generated. Mr. Essig, you asked about the connection between our commitment to UN Principles for business and human rights and our attitude towards the pesticide export ban.
Bayer is committed to respecting human rights and supports the U.S. principles for the economy and human rights. The safety of our products for men and environment, for us, is top priority everywhere and at any time. The international trade with pesticides is subject to strict regulation. Before a pesticide has been approved, safety studies have to be conducted on the basis of scientific principles and quality standards defined by the respective approval authorities in order to protect the health of men and beasts and the environment. We got a question by Mr. Min who asked whether bioherbicides basically are safer ecologically and toxicologically than chemically synthetic herbicides. Now, first of all, let me repeat that the safety of our product is always our top priority. All of the products offered by Bayer are safe for men and the environment if they are used according to the intended use.
The origin of an active ingredient, whether biological or synthetic, basically doesn't say anything about the safety for men and the environment. The discovery of new active ingredients is one of our priorities, and we permanently are working on tailored new and optimized solutions. Mr. Werner, you asked how Bayer receives payments for shipments to Russia. The payment flows to and from Russia are settled exclusively via registered and non-sanctioned banks and are subject to regular strict and stringent controls. Mr. Werner, you also asked how we ensure compliance with the EU sanctions regulations for business activities of local Bayer companies in Russia. Bayer AG has got comprehensive compliance procedures in place which apply on a global scale, and we also, amongst others, have mandatory trainings, risk-based reviews, as well as clearly defined enforcement escalation mechanisms.
These procedures are meant to make sure that compliance with respective export control and sanctions regulations is ensured and that any breaches are systematically pursued. The compliance procedure applies basically to the sanction regulations of the U.S. Office of Foreign Assets Control, OFAC, the Security Council of the United Nations, of the European Union and the United Kingdom, at least to the extent that these are applicable according to the respective seat of the company of Bayer AG or its subsidiaries. Mr. Hoefert, you asked about the responsibility for use of our products. The safety of our products is our top priority. Our systems are already working according to this principle in research and development. Our products are safe if they are used according to the intended use. Furthermore, we hold regular trainings on the safe use of pesticides in the countries of the Global South.
In the year 2025 alone, in this way, we have reached more than 4.1 million farmers. Furthermore, whenever we receive any indications of a non-intended use of our products, then, of course, we will follow up on these indications on a local basis. Mr. Barros, you asked about damage regarding pesticides and glyphosate. The safety of our products for man and the environment is top priority for us. Basically, pesticides can only be sold on the market if it has been proven that if they are used properly, they are not harmful for man and the environment, and that the environment is not exposed to any unacceptable risk. Furthermore, we apply globally uniform safety standards, and even if in some countries they are more stringent than the local regulations.
Furthermore, we are running trainings on a global scale every year, and as I just said, in 2025, we have thus reached almost 4.1 million users. Mr. Sven Budzinski-Schiemann, she asked about a partnership in Tanzania. Thank you very much for your interest. We are happy to enter into a respective dialogue on this. With that, I hand over to you, Rodrigo, for further questions.
Mr. Min, you asked when digital farming will contribute, with gains in agriculture in Europe, and how Bayer will contribute. Digital agriculture is already contributing to productivity gains, including in Europe. Our digital platform, FieldView, brings together machine data and turns into practical, field-specific recommendations, helping farmers make better decisions. The platform today is used in more than 111 million hectares worldwide, increasing the value of the seed and crop protection solutions in every farming practice. Mr. Min, you also asked how Bayer can live up with the guiding principle, science for a better life and health for all and hunger for none without innovations in the field of herbicides. Thank you for your question. Bayer operates globally and continues to invest in innovation in crop protection, including herbicides in Germany too, where key research activities are being consolidated at Monheim site.
We continuously develop and optimize new, safe, and sustainable solutions with herbicide, insecticide, and fungicide as well. A central element is our life cycle management, which enable us to achieve numerous new product registrations each year and to tailor our solutions specifically to crops, regions, and the needs of agriculture. Clemens Min, you asked how Bayer will ensure that effective herbicides will continue to be available to agriculture and how Bayer will contribute, particularly in Europe. Bayer continuously develops and improves new, safe, and sustainable crop protection solutions with herbicide, insecticide, and fungicide effects for the global market and including Europe. A central element is our life cycle management, which enable us to achieve numerous new product registration every year. These enable us to expand our solutions to additional crops and regions and to tailor them closely to agriculture needs.
Mr. Min, you asked about the currently available database and if it's demonstrated sufficiently to identify new herbicide modes of actions in using artificial intelligence and then successfully launch corresponding products. Discovering new modes of actions is one of our key priorities in crop protection, and in the field of AI, we are leveraging our innovative CropKey approach to crop protection chemistry to achieve improved levels of precision, safety, and sustainability by designing crop protection molecules that are engineered to be highly targeted specific with a minimal environmental footprint. Another example. We announced our continued partnership with OpenFold Consortium, a leading nonprofit AI research consortium. We shared our intent to apply the consortium's newest model, OpenFold3, to study proteins from plants, weeds, and pests, thereby accelerating the development of new crop protection molecules and traits. With that, back to Stefan.
Mr. Wolf, you asked about studies on home children. In the reports published on that matter so far, and also in our archive, you find indications to studies which were performed in the period from 1915 to 1918, in specialized hospitals on the registration of Bayer products. These were performed on the basis of the legal and ethical framework conditions applicable at the time, and in accordance with the respective indications. These studies were part of the clinical development program of the substances, and children and teens were also involved to a small extent in these studies if the medical demand or the respective indication was given. We support the historical investigation of the conditions of the use of medication in children's homes in the period from 1950 to 1980, and we'll continue to do so by providing access to our historic archives in Leverkusen and Berlin.
The call for financial compensation, however, is something that we respect, because we were not responsible for the conditions at the time in the children's home or for the actions of the respective employees. Ms. Puka, you asked about the former product, Duogynon. Bayer still holds that Duogynon is not the cause of embryonic malformations. In the 1970s and 1980s, comprehensive studies and expert opinions were performed by well-known experts to identify possible root causes among in Germany, the U.K., and in the U.S., without these studies having resulted in proving an actual root cause-effect connection between the use of Duogynon and those cases reported. In our view, there are still no new scientific findings which would question the applicability of these studies, which has also been confirmed in Germany. With that, I hand back to Wolfgang Nickl.
Thank you, Stefan. Mr. Oswalt, you filed a motion to supplement the Articles of Association of Bayer AG to have them reflect that future Annual Stockholders' Meetings of Bayer AG be conducted as hybrid ASMs, which would be a mixture of in-person and virtual formats. Such an amendment to the Articles of Association cannot be requested by way of a procedural request at today's Annual Stockholders' Meeting. We cannot decide on such a change to the Articles of Association at an Annual Stockholders' Meeting. Such a modification of the Articles of Association is not envisaged by today's agenda. Such issues have to be prepared in advance, and we need to have a quorum. In addition, we have substantial doubts with respect to the proposed change to the Articles of Association.
The Stock Corporation Act basically envisages two formats of annual shareholders meetings, the in-presence and the virtual format. Both formats work well and have been tried and tested. By contrast, this German Stock Corporation Act does not envisage a legal framework for the conduct of a hybrid ASM. Such an amendment to the Articles of Association for the conduct of a hybrid ASM would therefore be associated with substantial legal risks. As we've already mentioned, within the scope of a virtual ASM, all Stockholder rights are safeguarded. In addition, a virtual ASM enables a widespread participation of the Stockholders independent of their place of residence, and it also takes into account cost issues and sustainability considerations. Mr. Sven Budzinski-Schiemann, you asked some questions with respect to unscheduled plant outages. These are documented systematically as soon as they occur, the objective being assessing them and troubleshooting.
Having said that, I would like to hand back to you, Norbert.
Thank you, Wolfgang. Ladies and gentlemen, we have a number of requests for the floor. 5-6 individuals have requested to speak. We're in contact with them. I don't believe that the technical connections have been established yet. Therefore, I suggest that we interrupt the ASM briefly until everyone has been able to log on. We interrupt the Annual Stockholders' Meeting now for a couple of minutes.
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Ladies and gentlemen. Ladies and gentlemen, we would now like to continue our discussion, and the next speaker will be Veronica Sherrell. I'd like to then ask Daniel Werner and Hans Oswalt to be ready to take the floor after. Ms. Sherrell, you have the floor.
Thank you. I'll be speaking in English as my German is not that good. My name is Veronica Sherrell, and I'm here to ask a question on behalf of ShareAction, who facilitates a group of investors concerned about regulatory and transition risks from hazardous pesticides. We are concerned about the highly hazardous pesticides in your product portfolio and the material risks these products expose the company and its investors to. We would like to better understand your plans to improve transparency and action on highly hazardous pesticides. For context, the Kunming-Montreal Global Biodiversity Framework, signed by all 196 parties to the Convention on Biological Diversity, includes clear targets to address the role of pesticides in biodiversity collapse.
The global framework on chemicals targets emphasize the urgent need for action and transparency on highly hazardous pesticides, including Target A7, which specifies that by 2035, stakeholders must take effective measures to phase out highly hazardous pesticides in agriculture, where the risks have not been managed and where safer and affordable alternatives are available, and to promote transition to and make available those alternatives. This requires companies to identify, disclose, and create transition plans for highly hazardous pesticides. Now, we have noted what is disclosed in your latest annual report, but what is your plan to improve transparency on these products to align with the targets of the GFC and to prepare the forthcoming CSRD revenue disclosure requirements for substances of concern and substances of very high concern? Thank you.
Thank you very much, Veronica Sherrell.
The next speaker is Daniel Werner, followed by Hans Oswalt and then Helmut Burtscher-Schaden. Mr. Werner, you have the floor.
Thank you very much for letting me take the floor once again. I asked for the floor beforehand, but the problem has already been raised. It's a known problem. If questions have not been answered sufficiently or if we believe they haven't been answered sufficiently, though, if you close the speakers list so early, there's no possibility to ask a follow-up question. I think that your answer was, well, let me put it this way, it's very short and simple, and I think it was a bit autocratic to simply do it in that way. Now, that is certainly something that you're allowed to do, Dr. Winkeljohann. I have a slight restriction here. I took a look at this with someone from the Internet service, and I didn't quite hear the answer from Mr. Winkeljohann. I didn't hear that. Maybe that's exactly what I was waiting to hear.
Virtual shareholders meetings. Well, my impression is I'm just speaking off the cuff right now, and this is something that you have to go through. It's mandatory and it's tiring, I realize that, but it's also tiring.
As well. I'm speaking here as an individual shareholder. I don't belong to any organization or whatever. I'd just like to get an impression of Bayer. Bayer is a very questionable company because I live in Krefeld, and that means that there is tradition for Bayer here in this city, and it's seen as something we have to consider, something that is good and something that might be threatening for the company. I would simply like to have some more information, but I don't get a very good impression. The question is, what are your interests? What kind of an impact do you want to have? I think we're just among ourselves. I'm sure there are probably only a few hundred people still following the annual shareholders meeting. The press has already left, so I think we can talk as normal human beings to one another.
The answers that you read off very quickly, and these simply can bring the agenda to an end, and then you have met all the requirements with respect to shareholders' rights, but you didn't do very much for your image. I would like to request that we return to in-person annual shareholders companies. Telekom can do it, why can't you do it? Especially Bayer. You are being focused on. There are a lot of questions. You do good things, but you also do things that are also subject to criticism. This is rightly so. Face up to it. My proposal could perhaps help to solve this problem with regard to some of the follow-up questions after having asked questions, and I'll come to one that I think that was not really answered completely. Otherwise, everything else can be ticked off.
My proposal is, now, people who've asked for the floor, they have a standby right, so to speak. Before the annual shareholders meeting or when the list has been closed, when all of the questions have been answered, they should be asked once again, "Are you happy with the answers you got?" This is the case at an in-person ASM. You ask, "Have we answered all your questions?" If no one else asks for the floor, then we can conclude with our general discussion. I think that would be okay. Somebody asking for the floor for the first time, the list has been closed. If you've already asked for the floor, you should have the possibility to ask a follow-up question. That is something that can't be all that difficult, and I think that it would be accommodating to us, for us shareholders.
Everybody is thinking about the company, perhaps worried about the company, and we're not only shareholders, we're also citizens in this country, citizens on this planet. I think that a lot of things are going through our minds, not just earning money or having a high share price, or how we're going to deal with all of these different questions. Monsanto, once again, and this is something that is having an extreme impact on Bayer. These are questions that are out there, and I think that we simply have to have access to all of this. Let me put it this way. I'm not an activist. No. I can really understand that you might become an activist one day. Be open with us, talk to us. We're not going to hurt you, and we don't want to be hurt by you.
What we want is to better understand the world, the world we live in, we and you as well. Thank you very much for your attention. Hold on, hold on. I forgot one thing. One question that was not answered, and I'd asked clearly about this on the image video. The human voice, is that a human voice or is it AI? And if you have the possibility to work with an artificial voice, and if this is trained in that way to generate an artificial voice, would you really be able to do that? Would you want to do that? An image video that really takes away from the human aspect behind all of this, and this is something that you also work with the medicine that you produce as well as the food and food supply that you're guaranteeing.
Do you really want to have an artificial voice on all of that? I think that that is something that really needs to be discussed. Thank you very much. Okay.
Thank you very much, Mr. Werner. We will take your questions on board. If I see things right, we have three more speakers on my list. Volker Hörning. We tried to reach him. Mr. Hörning, maybe you can let us know you're out there, and we can put you on the speakers list. Now the next one is Mr. Oswalt. This is the third block. Mr. Oswalt, I took you earlier on the list of speakers because of your motion, and we'll deal with that. Now I'd like to call upon you now to make your statements or any questions that you might have on the agenda.
Once you've had the floor, we will hear from Mr. Hörning and then Mr. Helmut Burtscher-Schaden, who should be ready to take the floor. Mr. Oswalt, sorry. You have the floor. Go ahead.
Thank you, Professor Dr. Winkeljohann. My name is Hans Oswalt. I am on the board at Verband Wohneigentum. I'd like to just raise a few points. Welcome and hello to everyone, especially the owners of Bayer, and that is to say, the shareholders. I would like to welcome all of you here today to the annual shareholders meeting. A hybrid ASM is the only form of ASM that cover all of our rights as shareholders. I'd also say that somebody else mentioned hybrid ASMs, I'd like to contradict.
If you want to do that, you can do that, and you have so many lobbies that you could do this without any problem whatsoever if you wanted to. If the Board of Management, you have millions that they earn, and if you take the EUR 12 million, then of course, there must be something left over for the shareholders. That's why I would like to ask for this. Daniel Werner and his comments, all I can do is agree with what he said. He put it very well, and that is how things should be and how that could be done, et cetera. My special thanks go out to the employees at Bayer for the work they did over the last fiscal year. Also, the Bayer soccer players did very well, and they're known because of the positive promotion.
Just like the soccer players, you should also include them even more and better in your PR. Take a look at the advertising in the field of soccer, and you have the possibility to really use your soccer players to have a positive image. I don't see enough of that. We associate the soccer players certainly not enough with your chemicals company. Bayer soccer is not as successful as they were with Xabi Alonso, unfortunately, but they are still successful, and I think perhaps you should get somebody like Xabi Alonso back. I am really sorry that he left Bayer. He had excellent players, and I would expect that you give us a statement on that, also with regard to winning or losing in soccer at Bayer AG.
The transmission of the entire ASM is good, and I'd like to say thank you very much for that, and I'd also like to give you the green card rather than give you the red card, because this has been very open and everyone has been able to have a look at this. I think that's good, and I think you should continue with this. You should pass this on to other companies as well. Some of them are blocking ASM, and we don't think that's good. Now, when it comes to ratification of the acts of the Board of Management and the Supervisory Board, we also have to ask some general questions on the ASM so that we can get answers to these questions and we can determine whether or not we can ratify the Board of Management and the Supervisory Board. Dr. Paul Achleitner, hello.
I'm pleased to see you here and to see that you're in person at Bayer. You worked at the Deutsche Bank, and you had lots of criticism there. I must say, it took 10 years approximately before you could get Deutsche Bank back on course. Maybe you will manage that in conjunction with Professor Dr. Winkeljohann. That would be wonderful, and it would be good if you could then also make a statement as to how you can imagine this for the further course, because the share and Instagram are not doing all that well. Sorry, I just hung up. Somebody was calling me on the phone. I have to switch it off. Sorry about that. Okay. Now, maybe it would be a good idea if you could describe a typical day at work, Mr. Anderson and Mr. Achleitner.
In particular, when it comes to glyphosate, Roundup, maybe you could explain to us what you are doing there. What are you doing so that we can then have a positive account on this, and how this will be in the future, and how you want to settle all of this with all of the negative assessments that you've had with all of the negative statements we've heard from speakers today. In 2024, things were much worse, of course. We have to see to it that things settle down somewhat and that we can make progress there because this has led to a lot of negative PR. The last few years have shown once and again that we've had problems or complaints, Dr. Winkeljohann, and that is with the overboarding. Your overboarding. I don't think it's all that bad, I must say.
It depends on what an individual can do and what the individual situation is, and maybe you could explain that to us. How do you see that with your different mandates? And I'd also like to know to what extent the Trump tariffs are a burden on Bayer, especially since you are active in the U.S. as well. That would be a statement we would like to hear something on. Once upon a time, there was the all-time high for our share price. It was about EUR 168, and then it plummeted down to EUR 18. We were once at EUR 10, even lower. That was a record. Now we have recovered somewhat, and we can see that the all-time low is a bit far away. We're simply far removed from the all-time high. Lots of shareholders have lost a lot of money with their Bayer shares.
Remember one thing, when it was over 100 or over at 168, now they really have to cry about it. I would like to say, I can calm you down when it comes to the share prices, but I also am quite sad when I see the problems with Monsanto and Roundup. There, we hope that we can then go back up to over EUR 100. Do something about it. I think Mr. Achleitner, he might be able to help you out on that point. Now, EUR 0.11 dividend. Well, this is a question for the shareholders when you see that a maximum of EUR 12 million pay for the Board of Management. A dividend indicator of more than EUR 100 million, that is unbelievable. I think you really should do something about that. Now I have one small request with regard to the excessive compensation.
My motion is that we do not ratify or that the compensation for the Board of Management should be cut in half. EUR 12 million should be reduced only for the CEO without any fringe benefits. That is 600 times what a salesperson gets, 550 times what the minimum wage would get. This is per day, it's more than EUR 57,000, and that's about EUR 7,000 per hour. The CEO, I'm sure, could have 42 times the maximum point, and that means Frank-Walter Steinmeier, our president here in Germany, and 45 times what our chancellor gets here in Germany. In Bavarian, we say this is like a self-service store. I'd like to request thinking about this. To what extent could you maybe do something here, and maybe your employees could then also serve your employees better with their pay.
Thank you very much for your trust and for your willingness to listen to me. I'd like to say goodbye to you all now. We have a sunny day, blue skies, and I would like to say something positive to close on. Thank you very much and all the very best.
Thank you very much, Mr. Oswalt, also for the green card and for the good wishes to our employees. Of course, we will pass these on, and the questions then will be answered later on. Ladies and gentlemen, I see just one more speaker on our list in the third block, and I think that means that we will have dealt with the speakers list. Helmut Burtscher-Schaden will be talking to us now. Mr. Burtscher-Schaden, you have the floor.
Thank you very much, ladies and gentlemen, dear Management Board, shareholders. My name is Helmut Burtscher-Schaden. I'm a biochemist commission. I'm dealing with the impact of pesticides, impact on environment and health. I'm speaking on behalf of the CBG concerning the topic of responsibility.
Your interpreter has to say the person speaking is hardly audible. We'll try our best.
We are basing ourselves on studies. We do also think that you're basing yourself on studies and research work and to inform the authorities. That doesn't seem to be the case. In the '70s and '80s, the PFAS pesticides started to come into the market. When degrading, they are releasing water-soluble, non-degradable toxic matters and matters that cannot and substances that cannot be removed from the water. The irreversible enrichment of the water is a given then. Today, this has become reality. PFAS are used on a worldwide basis. There's enough evidence, and that is used in a much higher concentration than any other man-made chemicals. Can be proven in insects, human blood, plants, etc. 75% of the groundwater research in Germany show that the limit or value, the threshold value, is by far exceeded.
Your interpreter is absolutely sorry. This cannot be translated. There are so many background noises. We have to close the microphone. Awfully sorry. You could try to reconnect the speaker if that is possible from the technician's point of view.
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Your interpreters apologize, but there is a machine running in the background and we cannot understand what the speaker is saying. We apologize. I'm terribly sorry.
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Again, we apologize. There is a machine running in the background and it is impossible to tell for sure what the speaker is trying to say. I'm very sorry. I hope he's almost finished.
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Thank you very much, Mr. Burtscher-Schaden. Thank you for your statement, for your questions. Ladies and gentlemen, that is the end of our speakers list. Now it will take us a little time to answer your questions. I'd like to take a quick break now. It'll maybe take us about 10 minutes and we'll be back then. Thank you.
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Ladies and gentlemen, after the break, we will continue with answering the questions. Questions after the third and last speakers block. I will start with a countermotion presented by Mr. Oswalt to reduce by half the compensation for Management Board. For the compensation of the members of the Management Board, it's the Supervisory Board which is responsible, and they will decide on the basis of what the ASM decides, and we will therefore not present for vote the countermotion. I will hand over to Mr. Nickl.
Mr. Werner, you're asking whether the voice in the image video is an AI-generated or natural one. I can assure you it's a human voice. You are also asking whether in future videos we will use artificial voices. This is not our plan. Mr. Werner, you are asking why we are not having an in-person ASM.
The ordinary ASM 25 has authorized the Management Board with a majority of 75.62% to have a virtual ASM for two further years. From the authorization for the implementation of the ASM in virtual format, the Management Board has made use of it, and the Management Board has then taken into consideration all items of the agenda, the target of a broad participation of shareholders, cost aspects, and the sustainability aspects. It was crucial for the Management Board that shareholders' rights in today's virtual ASM correspond to what happens in an in-person meeting as far as speaking rights, questions, and answers are concerned. This is why we decided in favor of virtual format. Mr. Oswalt, you were asking about the impact of Trump tariffs, especially against the backdrop of our operations in the U.S.A.
We are prepared to deal with the volatility across different business areas and consider the increased uncertainty as new normality. In 2025, we managed to navigate through dynamic trade political environments and to restrict the impact of additional tariffs. This was achieved by way of combination of targeted measures in our cross-country teams and by way of concrete exception rules, which also resulted from the strategic relevance of our products. Our new DSO working mode has turned out to be highly efficient in order to react flexibly to changes, and we will further enhance these strengths. For the year 2026, our outlook includes the current assessment of expected direct and indirect political impacts. We will keep an eye on the further developments. This includes trade relationships between the U.S. and the EU and various bilateral and multilateral trade agreements.
Mr. Oswalt, you were asking for the losses or gains in the field of soccer of Bayer AG. We can tell you here now that we do not have any explicit business division soccer within Bayer AG. What we can communicate that the loss or profit with Bayer 04 GmbH was 0 EUR, and the numbers are going to be published at the end of May, by the way. Mr. Daniel, you were asking for the transparency as far as highly dangerous, harmful pesticide substances. Since 2012, Bayer has not sold any crop protection substance anymore which were considered toxic by the World Health Organization. Since 2016, Bayer committed to only sell substances which are at least approved in one OECD country as far as the active agents are concerned.
We only have a few highly hazardous pesticides in our global portfolio, and they only account for a small share of our revenue. To control impacts and risk in context with such substances, we have introduced a global group guideline concerning the assessment of chemical substances. This guideline describes how identified substances are monitored and which kind of measures we take. Mr. Oswalt, you were asking what we do in order to solve the glyphosate problem in the interest of the company. The restriction of litigations is one of the five major challenges of the companies we are dealing with as priority. Together with the competent experts, we are promoting sustainable solutions in order to reduce legal risk. Bill Anderson and Norbert Winkeljohann , have already mentioned that in their comments. Mr. Burtscher-Schaden, you were asking for the health risk deriving from TFA.
TFA is currently the subject of a scientific risk assessment by the European Chemicals Agency, which will probably be concluded in the next coming months. The results of such study cannot be anticipated, and we do not want to advance any assessments made by the authority. We would like to ask you to turn directly to the ECHA in Helsinki. Mr. Burtscher-Schaden, you were also asking for the residual substance of TFA in the environment. Bayer will comply with legal requirements, and we are continuously participating in consultations with European regulatory authorities as far as threshold values of TFA is concerned. The ongoing processes are not closed yet, and there is no official proposal that has been published by the European Commission. Mr. Burtscher-Schaden, you had a few questions on TFA. The safety of our products is of top priority for our company.
We assess all new findings cautiously and report the authorities based on full transparency, all data that could have an impact on the safety of our products. Trifluoroacetic acid has been used for a long time and is contained in processes like fluoropolymers, refrigerants, construction industry, household products, chemical industry, healthcare. TFA is also a metabolite of some plant protection substances. According to the results of newest scientific studies on TFA, including relevant monitoring data, we must establish that there are no indications of risk through TFA exposure in the everyday life and no impact on human health or the environment. This is also true for potential TFA burdens. If there's a proper use, there is no concern about it.
It's important to know that it's not Bayer, but another company which is competent for REACH registration concerning TFA, has submitted follow-up studies and the ECHA has received a proposal for self-classification concerning reproductive toxicity. It's also important to know that ECHA has carried out classification processes and all available scientific elements are taken into consideration. Mr. Min, you were asking how we can make sure in the future that agriculture, especially in Europe, has sufficient effective substances available for the reduction of competing plants, especially herbicides. The availability of new herbicides is an important question concerning the competitiveness of European farmers, and this is why our new herbicide, Icafolin, has already been submitted for registration in the EU. This active agent has a totally new active mechanism. In herbicides, this has not existed for more than 30 years.
The active agent has been developed as part of our new research approach, CropKey, with the aid of AI. In concrete terms, it means that we are no longer looking for active agents, but we designed the relevant molecules so that they comply exactly with the weeds we want to combat, like a key in a keyhole. It is up to the European authorities to give approval to the products and to make these innovations available to European farmers. Mr. Min, you communicated that currently we cannot talk about the fact that the target of significant productivity increases by way of digital farming in Europe be achieved. We take note of this assessment, and we point out that increases have been achieved, but there is further potential. Mr. Min, you were asking whether the available database is sufficient when we search for a new mode of action.
Our substance library gives us an excellent foundation, and as we already mentioned, we are taking advantage of our new CropKey approach. Bioscientists thus can improve the composition of the product by taking into consideration efficiency, safety, and sustainability criteria.
Instead of using screening for the search of molecules, the researchers design, with the help of CropKey, new molecules which are targeted to certain proteins in weeds and harmful insects. I think I'm through, and I hand over to you, Norbert.
Thank you very much, Wolfgang, for answering those questions. The list of speakers and the questions have all been answered now, so we have answered your questions in detail, and we've answered all the questions that have been asked. Since there are no further speakers on my list, I would like to note that all of the questions have been answered. I would like to thank you all for your contributions and the Board of Management for answering the questions. That closes our discussion. Before we turn to the vote, I'd like to note once again that at regular intervals, we've been updating the list. The attendance list has been available in the Shareholders' Portal for the shareholders and their representatives. Ladies and gentlemen, Mr. Oswalt had presented a motion with regard to ratification of the Board of Management and Supervisory Board actions individually.
This is something that I will first vote on this before we turn to the vote on the agenda items. To avoid any misunderstandings, I'd like to say that this vote is only the decision on the procedural question as to whether the Board of Management and Supervisory Board should be ratified individually. When it comes to the ratification of their acts, this will be done separately. We will carry this out through the Shareholders' Portal. The motion is shown there, and you can vote by absentee ballot, or you can also give your authorization and instructions to the company's representatives, proxy representatives. Who is in favor of Mr. Oswalt's motion should vote yes in the field, and if not, you should vote no in the field called no.
If you want to abstain, and this is now at 4:30 P.M., that is where we will conclude the vote on the decision as to whether they should be voted on individually. You can vote by absentee ballot, or you can give your authorizations and instructions, and any changes to this or any changes you'd like to make or revocations will no longer be possible after the break I just announced. The broadcast will be interrupted briefly, and we will start up again at 4:32 P.M. That's when we will continue, 4:32 P.M.
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Ladies and gentlemen, it's now 4:34 P.M. We'd like to continue as planned, and it is no longer possible to change any of your instructions and any other changes or revocations with regard to the individual voting possibilities. It's no longer possible. This has been taken into account, and I'd like to ask the Notary Public to take note of that. The proxy representatives have also released the votes that they have and their appropriate instructions. We're going to now begin counting the votes, and once I have the results, I will announce the results. I'd again like to interrupt once again. The Notary Public will also be overseeing the counting of the votes.
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Ladies and gentlemen, we now have the results with regard to the ratification of the actions of the different boards. I'd like to announce, first of all, the request for individual ratification, and here we saw that there are 480,358,285 shares for valid votes, and this accounts for 46.9% of the share capital. 16,767,174 votes in favor. That's 3.49%. Four hundred and sixty-three million five hundred and ninety-one thousand one hundred and eleven votes against, that amounts to 96.51%. We also had 103,355,906 abstentions.
Here we see that the results with regards to the individual ratification of the Supervisory Board. I'd like to note that we see that with 480,355,000, this is a Supervisory Board, and we see that this accounts for 48.9% of the share capital. We have 16,776,174 votes in favor or 3.49%, and 463,590,264 votes against 96.51%. We see that there were also 103,354,753 abstentions. The annual shareholders meeting rejected the motion to vote on these individually. Ladies and gentlemen, that brings us to the end of the agenda.
The votes have been entered into the system, and here we see the instructions that have been taken into account. Now we can see that with regard to the absentee ballots will also be taken into account if they were received on time. I would like to note that the ASM will be interrupted once again very briefly. We will continue, and we will also see that the different instructions and any changes will no longer be possible. The proposals from the Board of Management Supervisory Board were published on the fourth of March with the notice to the ASM. You will find them in notice to this ASM. I will not read out all of the different proposals since they've already been published. You could do so during the ASM or beforehand, and you could also make other election proposals as well.
If the election does not receive the necessary majority, then the counter measures or the election process will be dealt with. If that is the case, then of course these counter proposals or the election process will become moot. With regard to the ratification of the acts of the Board of Management Supervisory Board, we can say that the members to be ratified here, you cannot vote for your own shares nor for shares of third parties, and this also applies to those of you who are representing shares from the members to be ratified. I'd like to now note that at 5:00 P.M., we will conclude the vote. You can vote by absentee ballot and you can give instructions and authorizations will no longer be possible after that, after the next break. It will no longer be possible.
Please remember that your votes and your instructions can take some time through the Internet, and that's why we will do so as soon as possible. Now we will interrupt once again very briefly, and we will continue then at 5:00 P.M.
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Ladies and gentlemen, it's 5:00, and we're going to continue our ESM, just like I announced.
Voting via absentee vote and the instructions and proxies to the proxy holders are no longer possible. The technology has taken that into consideration, and I'd like to ask the Notary Public to also take a note. The proxy holder has released the instructions that were submitted at the point in time of the closure of the voting system. We will now start to count the votes. Despite the use of highly sophisticated technology, the counting will take some time. As soon as I've got the results available, I will announce them, and until then, I ask for your patience. The Notary Public will monitor the voting process.
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Ladies and gentlemen, I've got the results of the voting available, and I will continue the ASM, and I will announce the resolutions. Let me point out that the ASM, shortly after the announcement of the resolution, will be closed, and this gives an end to the opportunity we have given to object via the Shareholders' Portal. The number of the votes and their share in the registered share capital as the number of the yes and no votes, as well as the abstentions, will be shown on screen. The aforementioned piece of information is part of my resolutions and announcements. Thus, the established resolutions and announcements include all information required according to Section 130(2) of the German Stock Corporation Act. Detailed voting results will also be made available on the Shareholders' Portal, and they will also be published on the website of the company.
Ladies and gentlemen, for each resolution, I do establish and announce by referring to the information you see on screen as follows. We submitted for vote the resolutions proposed by the Management Board and Supervisory Board, which were published in the Federal Gazette on fourth March this year. On item one, the ASM has adopted the draft resolution concerning the appropriation of profits with a vote of 98.63%. On item two, ratification of the acts of the members of the Management Board, the ASM adopted the draft resolution with 96.65%. I'm happy about the trust you placed in the Management Board and congratulations to Bill Anderson and all the members of the Management Board for this. This takes us to item three on the general ratification of the acts of the Supervisory Board.
The ASM has adopted the resolution at 95.48%. Ladies and gentlemen, I would like to thank on behalf of all the board members for the trust you place in us. On item four, elections to the Supervisory Board. The ASM has adopted the proposed resolution, namely to elect Marcel Smits at 97.89%, and as far as Alfred Stern is concerned, the ASM adopted at 92.3%. Congratulations to the two, and I'm looking forward to cooperating with the two gentlemen. Item five, resolution on the approval of the compensation report. Here, the ASM has adopted the resolution at 88.93%. Item 6.1, election of the auditor and the auditor for a potential auditor's review of the half-yearly financial report and an interim financial report for the third quarter of fiscal 2026.
The ASM has adopted the proposed resolution at 99.78%. On item 6.2, election of the auditors for the sustainability report, the ASM adopted the proposed resolution with 99.90%. I would like to congratulate the ladies and gentlemen from Deloitte for the election. Item 7, election of the auditor for a potential auditor review of a potential interim financial report for the first quarter of fiscal 2027. Here, the ASM has adopted the proposed resolution at 99.87%. I would like to congratulate the ladies and gentlemen from PricewaterhouseCoopers for their election. Ladies and gentlemen, this means that the voting results have thus settled all the counter-motions which are no longer to be discussed. Ladies and gentlemen, this has brought us to the end of our agenda. I would like to thank you on behalf of the Management Board and Supervisory Board for participating in today's ASM.
I would also like to extend my cordial thanks to all staff members who have prepared the answers to the questions and everybody who's been participating and involved in the preparation and implementation of the ASM. The next ordinary ASM of the company is planned for 30 April 2027. Once again, thank you very much for your attendance and the interest you show in our company. I would like to bid farewell to you, and I wish you all the best. Stay healthy and a peaceful future. To all of you, a nice evening and a relaxing weekend. I thus close the ASM at 5:26 P.M. Thank you very much.