Countermotion to Item 1: Use of the distributable profit

We propose that the dividend be reduced to €0.10 per share. The freed-up monies should be used as follows:

-for the safeguarding and creation of jobs and for the payment of a fairwage;

-to create a fund for the appropriate compensation of damages to both peopleand the environment resulting from the business activity.

- for the comprehensive ecological and social restructuring of the Group without double standards.

- and finally for the payment of compensation to victims or their families and descendants for the crimes committed by BAYER and by IG FARBEN, which was partly operated by BAYER.

It should be noted that we would indeed propose that no dividend be paid out, with payment instead been made to the aforementioned social, human rights and ecological causes; however, legislation does not allow for this.

We request notification of this countermotion and the reasons for it pursuant to Sections 125, 126 of the German Stock Corporation Act (AktG). The stockholders are asked to transfer their voting rights to the Coalition against BAYER Dangers