April 22, 2014

BAYER Annual Stockholders’ Meeting on April 29, 2014

We hereby give notice of our intention to oppose the motions of the Board of Management and the Supervisory Board with regard to Item 4 of the Agenda, and will attempt to persuade the other stockholders to vote in favor of the following countermotion.

Countermotion to Item 4: Election of the Supervisory Board

The Supervisory Board proposes to extend Prof. Ernst-Ludwig Winnacker’s membership of the Supervisory Board by two years. We demand that he instead be replaced by Christiane Schnura, co-founder of the Coalition against BAYER Dangers.

Ernst-Ludwig Winnacker, who holds many different offices (former President of the Deutsche Forschungsgemeinschaft (German Research Association), member of the Nationaler Ethikrat (German Ethics Council) and trustee of numerous foundations), is among the most influential advocates for genetic engineering in Germany. As such, Winnacker shares responsibility for BAYER’s adherence to practices that are harmful to the environment and hazardous to human health. For example, BAYER continues to sell seeds that are tolerant to hazardous herbicides such as glufosinate and glyphosate. Because of the proliferation of resistant weeds, however, ever greater quantities of herbicides or multiple active substances have to be used. BAYER is currently stepping up the production of glufosinate in the USA, although the active ingredient cannot be re-registered in the EU on account of its high risks.

None of the promises Winnacker has made over the years have been kept. Genetic engineering has neither reduced the use of agropoisons nor increased the reliability of the food supply. Winnacker must be voted out of office immediately to allow oversight of the Group to be performed from an ecological standpoint.

Christiane Schnura, a social educator resident in Düsseldorf, is a co-founder of the Coalition against BAYER-Dangers and for 35 years has worked in connection with the risks resulting from BAYER’s business policies. Ms. Schnura has made public numerous violations of human rights and environmental protection regulations by the Group. She is therefore an ideal candidate to perform oversight of the BAYER Board of Management independent of profit motives. The election of Ms. Schnura will also increase the proportion of women on the Supervisory Board.

The board of the Coalition against BAYER-Dangers