Bayer Aktiengesellschaft ($BAYN)

Earnings Call Transcript · April 24, 2026

XTRA DE Health Care Pharmaceuticals Shareholder/Analyst Calls 447 min

Earnings Call Speaker Segments

Norbert Winkeljohann

Executives
#1

Ladies and gentlemen, as chairman of the Supervisory Board of Bayer Aktiengesellschaft and thus Chairman of the meeting, I hereby open the company's Annual Stockholders Meeting. I would like to welcome you, our stockholders, the stockholder representatives, 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 exercised 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 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' Meeting. This new feature can be found below the live feed of the Annual Stockholders' Meeting, 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 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 Prince; and the members of the Board of Management; Stephan Uri, the Head of our Pharmaceuticals Division; Gudrigo Santos, the Head of our Crop 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 meeting as a member of the Board of Management of Bayer AG for the first time. Judith Hartmann joined the Board of Management on March 1, 2026. With effect from June 1, 2026, she will take over as CFO from Bogan Nickel, who will retire as planned. Now, Judith Hartmann will introduce herself briefly.

Judith Hartmann

Executives
#2

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 8 weeks ago. The Mission Health all hang of none really inspires me because basically, it's all about 2 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 have seen how much trust they place in Bayer. I've also experienced how much passion and pride our employees show when working for our mission. And I've already been able to see team Bayer in research production. And I've -- and in the functions, I've been to the United States, Germany, Switzerland, Spain and recently to Brazil. So I was able to see Team Bayer in a number of different functions, in research, production and sales. So 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, and for customers, 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, and artificial intelligence will accelerate this development even more. I come with extensive international experience in the fields of energy, the environment and health care. This includes management positions at ENGIE, GE Healthcare and Battleman, both in operations and in finance. Most recently, as an operating partner at the Investment Company, Sandbrook Capital. And as a Supervisory Board member at companies such as Unilever, RTL and Marsh. I will continue onboarding. And I've seen that we see that the sustainable success of business fields 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.

Norbert Winkeljohann

Executives
#3

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 2 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's 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 are 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. And 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 convenient 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 1 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 who were able to submit -- that were also able to submit statements, countermotions and nominations prior to the Annual Stockholders' Meeting. [Audio Gap] countermotions 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 publish [Audio Gap] discussion today. 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 Meeting 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 4th of March of this year in due form and time; the annual financial statements, including the management's proposal for the use of net retained profits; the consolidated financial statements; the summarized management report, including the explanator 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 Marshall Smiths 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' Meeting 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 there, too. Stockholders who wish to take the floor on 1 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 9:00 a.m. today in order to make it easier for you to follow the Annual Stockholders Meeting throughout. As part of the 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, e-mail 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 to 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 edition 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 Paragraph 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 4th 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 1 on the agenda. However, I will now also call to order all the other items on the agenda. Item 1 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's proposal for the use of profits, which provides for a dividend of $0.11 per share and concurred with the proposal. The audit are 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 doc notary. Items 2 and 3 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 4 on the agenda, i.e., the proposed elections to the Supervisory Board, and Item 5 on the agenda, which relates to the resolutions on the compensation report in the Supervisory Board report. Item 6 and 7 on the agenda relate to the appointment of the auditor. Once again, for the 2026 financial year, management intends to appoint Deloitte 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 Social Responsibility 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 financial statement Auditor 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.

William Anderson

Executives
#4

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 is joining us for his last annual shareholders meeting today. So Wolfgang from all of us at Bayer, thank you for your service for the company and its mission. I've come to know Wolfgang is 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 2 to 3 years, revitalized the pipeline, reduce debt, significantly contain litigation, tackle bureaucracy and focus the company exclusively on our mission. And since then, we raised our ambitions for our Crop Science business laying out a 5-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 multipronged strategy to address the litigation uncertainty. Our businesses delivered the 2025 numbers in virtually every metric. Overall, we see great progress. But 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 1 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. And thanks to them. I, alongside my colleagues and 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 on 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 $4.91. 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 Nubecca and Corandia more than offsetting XARELTO declines. More to come there. Crop Science kicked off its 5-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 '27 and beyond before accounting for FX changes [Audio Gap]. Let's look at our 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, 2 years ago, there were some question marks about our pipeline. Today, the work isn't finished, but we're seeing instead exclamation points. Nubeca, a cancer treatment, and Corendia grew at a combined 68% last year, and the recent approval for Corendia underscores the treatment's potential in both heart failure and chronic kidney disease with blockbuster potential in each indication. The Beyond launch is outpacing expectations. One year after its launch, half of newly diagnosed patients in Germany are receiving Beotra to treat a fatal heart condition. This year, the launch of Linquit, a nonhormonal 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 [Audio Gap] with just a few grams per acre. Let me break that down. If the soccer pitch at the Bayer arena were a soybean field you could treat it, the whole soccer pitch, with only 17 grams of Plinexis. Now, if you want to feel for how much 17 grams is, that's the weight of just 2 EUR 2 coins. Imagine that a whole soccer field with that much Plinexis. 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 United States 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 pression short corn that's less carbon-intensive and ecofolen, 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 undergoes 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 1 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. 2 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 focus, 90-day cycles. We roughly have the numbers of layers. And we've reoriented the focus of the firm from administering to doing by cutting management by 2/3. 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 and sub teams and 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 C 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 3 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 don't 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 1 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 small holder 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 2 examples: 1 from agriculture and 1 from health. Four billion people on this planet depend on synthetic fertilizer for their food and around 1/4 of global fertilizer production passes through the Strait of Hormus. Together with expert partners, Bayer is 1 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 imagining the potential. In human health, we're at the forefront of modern medicines 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. We are in uncertain times dear shareholders. We have a mission that's meaningful. It's fundamental. It matters today and tomorrow. In the past 2 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 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 have made great strides, but we're not finished yet. 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.

Norbert Winkeljohann

Executives
#5

Ladies and gentlemen, our CEO, Bill Anderson, has now offered you information on the annual financial support to '25. Thank you very much for your convincing report. Stockholders, ladies and gentlemen, I'll now move to the report of the Supervisory Board, which is Part 1 of today's Annual Stockholders' Meeting, Item 1 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 Sciences and reducing bureaucracy by implementing in a consequent 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 contracts extended. And Stephan Olis, the Head of our Pharmaceuticals division, will have his contract extended to October 31, 2029. The Supervisory Board also appointed Judith Hartmann to the Board of Management effective March 1, 2026. Judith will take over from Wolfgang Nickl as CFO when he steps down on May 31, 2026. Finally, in March of this year, the Supervisory Board extended the service contract of Hagelin Prince, our Labor Director and Board of Management member responsible for Human Resources to August 31, 2028. In addition, the Supervisory Board gained a new member in 2025, not indeed, as I outlined last year as part of the Annual Stockholders' Meeting. She joined the Supervisory Board effective January 1, 2025. Ladies and gentlemen, the Supervisory Board convened for 9 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 meetings 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 meeting 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 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 [Audio Gap] shared by our stockholders. These conversations give the Supervisory Board a wider and deeper perspective on the issues discussed. Ladies and gentlemen, Advisory Board continued to monitor the Board of Management's business strategy and the company's performance very closely. In my report at our Annual Stockholders Meeting last year, I listed 5 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 litigation issues. We've been focusing on these topics or its relations 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 [Audio Gap]. Hence, it is such an important topic. Bill Anderson already went into some detail on these centers. But I would like to mention that we achieved 2 independently necessary and mutually enforcing milestones, especially as regards to litigation. So as previously announced, we achieved 2 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 [Audio Gap] to review the Danel case, a particularly relevant case and 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 multipronged 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 with the topic of particular phases 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 advisory duties to the support of the work of the Board of Management. In each 1 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, whilst also carefully reviewing the product portfolio to ensure investments are being made in areas where it can deliver major value for customers, whilst 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 percentage range by the end 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 Corendia have delivered significant gains driven in part by approvals for new indications. Bayer has also obtained marketing authorization for its new products by Entra and Linquin in 2025. In addition, the company published positive Phase III data for Azindexion 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, helpig us to utilize it more effectively and deliver ever greater impact, not just for our customers, but also is 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 2 Supervisory Board elections to be conducted, which I will talk about shortly. And 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's 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 recent preference of the Audit Committee, the Supervisory Board proposes that PricewaterhouseCoopers GMBH be appointed as the auditor to perform the forementioned 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 4-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 fast 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 its 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 2020 to 2025 performance period amounted to 28%, reflecting below threshold performance for 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 result 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 entered to the proposal by the Board of Management for the use of the distributable profit, which provides for a payment of a dividend of EUR 0.11 per share. As announced 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 3 fiscal years from 2023 through 2025. The Supervisory Board is aware that the substantial reduction of the dividend represents a significant burden for our stockholders. However, given the fact that Bayer needs to 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, 2 elections are required. The Supervisory Board would like to propose the election of Marcel Smith and Alfred Stan. These 2 people are particularly competent and fulfill the requirements of excellently capital market experience, governance questions, operative experience in transformation phases and corporate experience in -- on Asian markets. Marcel Smith is a tax -- is involved in tax law. He was the CFO of large international companies, for which, among other things, he worked for many years in Asia and in the U.S.A. Alfred Stan is an engineer. And until August will be the 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 Smith and Alfred Stan will now introduce themselves to you by way of short video, and these videos were recorded in advance.

Unknown Executive

Executives
#6

Good morning. My name is Marcel Smith. I am Dutch, and I was born in the Netherlands in 1961. As you have seen, I hold a Masters 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 of many -- for many European companies that want to compete successfully on a global scale. And with this, I'm standing for election and hope for your support.

Unknown Executive

Executives
#7

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 powerful embodied in health for all, hunger for none. I combine a cross-industry perspective as well as in transformative mergers and acquisitions and complex legal cases, always with a clear focus on consistent business execution. And this is what I would like to bring to the Supervisory Board with independence and integrity. Thank you for your trust. I would be delighted to accompany you, the esteemed stockholders of Bayer on this journey. Thank you very much.

Norbert Winkeljohann

Executives
#8

Thank you very much to Marcel Smith and Alfred Stan. Ladies and gentlemen, Colleen Goggins and Paul will not stand for reelection. Furthermore, Frank Logan, a representative of the employees will lay down his appointment to the end of 2 days meeting. The company has already requested the legal appointment of a successor. All 3 members of the Supervisory Board leaving, I would like to thank you all. Colleen Goggins was firstly elected to the Supervisory Board in 2017 from 2019, 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 on the Supervisory Board. Paul was elected for the first time at the Annual Stockholders Meeting of 2002 and was member for an impressive 24 years. In the time of his membership, he shapes 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 2000, the restructuring of the chemical business in LANXESS AG and the plastic business in Covestro AG as well as taking over sharing and Monsanto [indiscernible] also members of almost all committees of the Supervisory Board for many years. Frank Logan 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 IGBCE and was then voted in to 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 Risk 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 management in the last 7 years, Bayer has been able to significantly improve its structures and processes make itself more efficient and 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 multiyear 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 at 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. And fifth, achieving further progress and 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 5 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 [Audio Gap] divided into 982,424,082 non-par value shares, we have 549,563,488 no-par value shares, which are representative 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 non-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 were and so-called 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 [Audio Gap] the German Corporate Governance Code and Annual Stockholders Meeting should be concluded within 4 to 6 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. And 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 [Audio Gap] 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 the -- after your comments have been received, I will coordinate with the Board of Management, and these will 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. And you can also change your votes until I close the vote. I will announce the closing of the vote, but I would ask you not to wait in your own interest until the last moment to vote or issue instructions.Ladies and gentlemen, the first speaker, hopefully, is Marc Tungler, who I will call upon. Mr. Tungler, please be prepared. I would also call upon Dr. Hakes Brink to ready yourself. And then, Mr. Ingo Spyke will speak. In addition to your name, please indicate for whom you are speaking. I also [Audio Gap] meeting. I will call -- then call the respective speaker by name immediately before connection. [Audio Gap] Tungler.

Unknown Attendee

Attendees
#9

Thank you very much, Professor Winkeljohann for giving me the floor. Indeed, my name is Marc Tungler, 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 ASM and what's the conclusion Bayer has delivered. You have delivered. You have lived up to your forecast, annual 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, and I will come back to this. But 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 horizon, a positive development, and that's really what matters. And 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. And it's something we need to appreciate. And 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 and detected Bayer as a possibility. But of course, there's also a litigation, and of course, it is for sure that our cash flow is not directed at the future where it belongs, but at the past, and that needs to be changed, and 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 road map 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 to stockholders to understand what's currently happening in the U.S. with the Supreme Call 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? And 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. And both of you Mr. Annis and Mr. Winkeljohann, mentioned this. So what is your take on the risk of the Supreme Court ruling against us. And what's our contingency plan, our fallback solution if that were to happen? Maybe you can briefly elaborate on this because we 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, say, "Yes, we can now take it off". So when has that litigation risk for you being contained significantly? So when will that be over? When do I not have to ask about this anymore? Maybe that's your yardstick. So 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. So that's very important for us to understand. And we also very much appreciate the fact that you do you 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 -- 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. So let us know that whether you are not planning to ask us stockholders to inject any further money. And when you talk about debt and when you fund this via debt, maybe there might also be hybrid solution. There might be similar to an equity action, but not any capital increase. And 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 going to get even more expensive anyway in the future with the interest burden. And now if we can tick off that litigation matter, so 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? Or 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 up as well? And 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. And then, of course, we always talked about the patent cliff and the patent gap in Pharma. Has this down been overcome. We talked about it a lot in the past. And today, of course, we are 1 year older, but hopefully also 1 year smarter. And therefore, have we now overcome the patent cliff? And can you really announce this as of today? And now, the DSO, you Mr. Anderson and Mr. Winkeljohann, you both talked about it and you mentioned an amount of EUR 2 billion. Maybe you can tell us what does this do to the company? Of course, the one end is saving cost, but the other thing is what does it mean to employees? I mean things have come down a bit, but saving money is 1 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 LTIP, we are -- excuse me, in the STI, we're above 100%, but STI at 28%. And I'm saying something which might come as a surprise to you because this is unusual year 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. I mean that's really heavy. Has the compensation system, at least in the long term, being set up in such a manner that it has a motivating character and allows us to attract the right people. I mean, we've got good people on board. Don't get me wrong. But shouldn't you and you said in 2 years, you will have a look at this, should you rather send a new incentive for on the LTI? I mean, looking at the strong share price, do we have the LTI aligned in the right way? Should we take the cash flow more into consideration? So 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. So thanks to everybody leaving today. [indiscernible] thanks for your strong commitment. And of course, also to Paul. I hope [Audio Gap] locking in again. No, we continue.

Norbert Winkeljohann

Executives
#10

So thanks Very much, Mr. Tungler, for your statement and for your questions. And we now continue with the next speaker, Dr. Sven of SDK. And after that, I also would like to ask Mr. Spy from Deka from union investment to get ready. But first, Dr. Hafkas, please. Well, I have just heard that we have -- that Mr. Hafkas is not ready yet. So next would be Mr. Henrik Smith. And after that, Ingus. Mr. Schmidt, you've got the floor.

Unknown Attendee

Attendees
#11

Yes. 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 Henrik 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 ASM. Of course, this is already the seventh virtual ASM 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. Now, the progress in all of the 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 profit 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 glycophate settlement and the remaining litigation risk, that's something we'd like to better understand. And here, I would like to know how many claims are still pending. And will further claims filed going beyond those mentioned in the annual report. And 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 court? Now, do you expect that after the fairness hearing, the court will then rule on the final acceptance of that settlement? And regarding the capital provided, as Mr. Tungler 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 other cases? Now, you already mentioned that you've been able to improve your net debt at EUR 29.8 billion. You reached the lower end of your guideline, which you had already lowered last August anyway. Now, we would like to know that term of the debt, how has that shifted? And how does Bayer plan in the medium term to deal with the net debt and borrowing? And then, we are interested in the progress made in developing and introducing pharma products. [indiscernible] established growth drivers, and this substantiates our 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 expect the performance improvement to accelerate and 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 mill is, which is the most important nutritional activity in the U.S. Is there any steps that can boost your confidence in the outlook on this? And 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. And this brings me to corporate governance and the composition of the Supervisory Board. At today's Supervisory Board, as you at today's ASM, the mandate of Ms. Goggins and Dr. [indiscernible], as shareholder representatives will end. We thank both of you for your long-term commitment to our company. You Dr. [indiscernible] were elected to the Supervisory Board for the first time in 2002 and for the last time in 2021. And 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 you farewell to you and wish you all the best for your future. Mr. Schmidt and Mr. Stan all already were presented to us as successors. We welcome these 2 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 it's still underrepresented on the Supervisory Board. Therefore, we consider 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 2 and 5 years -- in the next 2 years, namely 2 and 5, success in planning is also very relevant for us. And your letter to the stockholders, Mr. Winkeljohann, you referred to the sophisticated search for a 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 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 success in planning on the Supervisory Board, who is involved to that? And how often does the nomination committee and the plenary of the Supervisory Board deal with that matter? And 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 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? And this brings me to the question about the skills now on the Supervisory Board. In combination with the competence profile, 1 key tool for success in planning should be used more in a more elaborate manner. And we expect this to be used and presented in a more transparent manner for us to be able to determine whether the skills and competence is available because the binary mode currently still used in that competence profile, does that 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 in 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. And 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 1 specific improvement for improvement. Please represent -- please publish the terms of reference of the Board of Management, which should be an easy task. And this brings me finally to compensation. And of course, that's something that we also think very hard about a 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 2 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. Now, paying for performance is also important to us. And 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. And I also would like to come back to nonfinancial targets once again. Last year, we already stated that we expect the Supervisory Board to use these nonfinancial targets are 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 content, which compensation aspects is that clause because it's a 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, the compensation report, we will abstain. But 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 that 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. And for us, the stockholders, we hope that this slight growing hope it 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 wither again due to more glyphosate being spread. Thanks for your attention.

Norbert Winkeljohann

Executives
#12

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. Tungler 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. Hafkas as the next speaker from SDK, and I'd like to ask [indiscernible] to be on the reading. So Mr. Haskas Spring, the floor is now yours.

Unknown Attendee

Attendees
#13

Mr. Winkeljohann, thank you so much for handing me the floor. Dear Supervisory Board, Board of Management, dear stockholders, as I said before, I am [indiscernible] 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. But I would like to pick up where Mr. Tungler left off with his positive statement. And 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're on board, Mrs. Hartman. And I would like to say a couple of words with respect to Mr. Nickl. Let 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 in specific, 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 mold 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 can 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, and 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. So we would perhaps to bid you farewell and hope that you opened another interesting chapter in your life, which has nothing to do with the 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.

Norbert Winkeljohann

Executives
#14

Thank you, Mr. [indiscernible]. 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 [indiscernible]. And I would like to ask [indiscernible] and Peter Klausen to be on standby. Mr. [indiscernible], the floor is now yours.

Unknown Attendee

Attendees
#15

Thank you, Professor Winkeljohann. Ladies and gentlemen, I'm [indiscernible]. I represent Deka Investment, 1 of the biggest fund companies in Europe and a subsidiary of the Sparkasse Group 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. This is -- the 2026 marks the tenth 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. So 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 will 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 3 requests. First of all, settled your litigation; second, change Bayer's group structure; third, improve your earnings power to improve the situation in pharma and agriculture. And 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 doing 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 can actually -- 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 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 a 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 a Bayer, the Crop Sciences business, of which depends directly on the constitution 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 5-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 could -- 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 Sondexian, you have to look at Bristol Squibb Myers. 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 us on Dexion. Now, let us look at net debt and the capital structure. With the announcement of the class settlement of February 2026, Bayer has taken a number -- another step towards reducing its risks. This can contribute to a further relief in terms of your -- the burdens that you shoulder from a financial and legal point of view. But 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. So 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 I'll run 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? And will 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 renouncement 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. But 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 a good dividend once again. We approved 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.

Norbert Winkeljohann

Executives
#16

Thank you, Mr. [indiscernible] for your submissions and your questions. Now, we would like to continue with the list of speakers. The next speaker is [indiscernible] from [indiscernible] Investment. I would like to ask him to take the floor now. And I would like to Mr. Peter and Godfried Arnold to be on standby. Mr. Berning, the floor is now yours.

Unknown Attendee

Attendees
#17

Ladies and gentlemen, my name is Jana Berning. I am the Head of ESG Capital Markets at Uninvestent. We are an investment company of the [indiscernible] Bank, and we represent the interest of our 6 million investors. Mr. Anderson, for the first time since the assumption now from Monsanto, we slight 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 and that you delivered on what you promised in 2025, and that's the basis upon which we want to build reliability. But of course, we cannot forget that at EUR 40 million 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 course on and judgment could be passed down in June, July. This could form the basis of 10,000s 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 piece. It is tactical. If the 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 -- that we seem to be doing well. The pipeline is very strong and Xarelto and Zali are doing well. That's the operative strength that we expect from Bayer. Mr. Anderson, you are preparing Bayer -- or how is Bayer preparing for the next round of patent litigation from 2030. In running contrary to all other competitors, why are there no strategic agreements with the U.S. government. It looks worse for Crop Sciences. 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 you that we are amazed 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, the glyphosate litigation will dampen our ability to act, and we don't want to end up with $1 billion high loan. Only when we have overcome these legal challenges will we be able to achieve midterm 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 #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 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.

Norbert Winkeljohann

Executives
#18

Thank you very much, Mr. Wenning for your contribution. I'd now like to call up Mr. Peter Closing from the coalition against Bayer dangers, and I would then ask Godfried Arnold and Daniel Werner to get ready. Mr. Closing, the floor is yours.

Unknown Attendee

Attendees
#19

Thank you very much, ladies and gentlemen, stockholders, members of the Board of Management and Supervisory Board, my name is Peter Closing from the pesticide action network, and I'm speaking on behalf of the coalition against Bayer dangers, CBG. I have a PhD 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 Sciences. I agree with Santos at the last Annual Stockholders Meeting as the Head of Crop Sciences, he said that the development of the Parkinson's disease is complex. But what was misleading was that no approval bodies has ever come to a conclusion that the use of 1 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 Bayer elements. The authorities will not draw this conclusion, and this is not -- this is down to a lack of corresponding investigations that 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. So have you aimed -- 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, 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 3 biological active agents that offer proof of a link between them and Parkinson's, namely the insecticide Fibronil, Delta Metri and the fungicide Mancozeb. For the fungicide active ingredients, Fiona, which is present in several products in Germany, there are notices. I will save you as toxicological expert presentation at this stage, but would like to ask the following. Is Bayer prepared to take [indiscernible] and to take these from the market -- to remove them from the market given they're linked to Parkinson's? Secondly, is the company prepared to fill the gaps in the investigations and examinations for pesticides? Thirdly, is Bayer open to 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.

Norbert Winkeljohann

Executives
#20

Thank you very much, Mr. Closing for your contribution and for your questions. The next speaker is Godfried Arnold, who is also from the coalition against Bayer dangers. After this, I'd like to ask Daniel Werner and Jan Parker to ready themselves. Mr. Arnaud, the floor is yours.

Unknown Attendee

Attendees
#21

Ladies and gentlemen, management of the Bayer company, stockholders, my name is Dr. Godfried 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 Foxborn for a long time. Why is that? As the Bayer insecticide AMADA 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 wind screens, 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. So after insecticides, herbicides, pesticides, perhaps ecocides; however, for this, you would need much advertisement to 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 2 species intuitively get along at a young age. However, I also wonder what impact the flee agents of dogs and cats has on the health of the child, 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 6 months and 5 to 6 years who have this. The first contact to pesticide 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 grows the old age, what will you tell them? How will you feel with this knowledge? Proactive preventive work of American pediatrician is consistent avoidance of pestifides and frequent cleaning of floor services with damp clots. There are further observations that were made in 2005 by environmental academics in the U.S.A., the Environmental Working Group, EWG, that shows the global burden of pests or contaminations with which newborn children in the U.S.A. are born. More than 280 industrial agents and pesticides were found in too 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 these 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 flee repellents for dogs and cats in households with children? Thank you very much.

Norbert Winkeljohann

Executives
#22

Thank you very much, Mr. Arnold for your statement and your questions. I've got 2 more speakers for the first round of questions. The first one will be Mr. Werner. And after that, I'd like to ask Mr. Parker to get ready. But now first, Mr. Werner, you've got the floor.

Unknown Attendee

Attendees
#23

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. I mean, it feels -- 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, the -- these chemicals, I think that's something that has been in the headline and the toxins that emerged from Teflon. Now, the production and then use of these chemicals in the covestro time. Now, 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. Now, I is the word 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 microseft from the forever chemicals, PFAS to the various internal IT developers from overseas in Asia, and they are somewhat dubious anti-democratic and authoritarian attitude is somewhat very worrying. I mean, everybody must be shocked to see who is having a dinner together with whom in the U.S. and in Asia, who is planning what with whom behind which kind of walls. And then 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 start-up 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 in different things, in banking, health funds, telecommunications, Deutsche Bank, Deutsche Railway 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. So AI, as soon something is not standard anymore, AI starts hallucinating. Using AI in the production and distribution and disposal, where is AI specifically using AI applications. So very specifically, which processes are being based on AI? What works well specifically? Where have you been disappointed? And what might even be dangerous in terms of AI? Now that, that slope, 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 a kind of breakeven 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 process even being 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 of 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 advantages. And then, the monitoring AI allows this to happen in order to protect its sub AI agent. Of course, that will be terrible, but it would be imaginable. Is there any human in the loop to monitor that? And therefore, my question is how efficient can an AI be, we always need a human to monitor things. And how would that human have to be monitored? What a deep kind of understanding would he 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 CEO. Now, how much has been already created artificially there? Now, the answers to the ASM questions, to what extent have that 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. And what's Bayer's take on the risks of such applications also in terms of cyber crime? How many IT attacks is Bayer subject to every day, for example? How often do people try to hack into Bayer's systems per day? And how do you defend yourself 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? I mean, we are part of an experiment. We've got to become aware of it. 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, cancerogenic pesticides and fossil fuels have brought the world into a disaster 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 Board 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.

Norbert Winkeljohann

Executives
#24

Thank you very much, Mr. Werner, for your statement, for your appeal and also for your questions. So we've got 2 more speakers now in this first round. First, Mr. Jan Parker from coalition against Bayer dangers and then also Alan also from CBG, the coalition against Bayer dangers. First, Mr. Parker, you've got the floor.

Unknown Attendee

Attendees
#25

Ladies and gentlemen, my name is Jan Perk. I'm a journalist. I'm also a member of the Board of coalition against Bayer dangers, CBG. Now let me, first of all, express my discontent about the fact that this AGM still takes place in a virtual format. In my view, there's no more reason speaking in favor. 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. And one thing I also would like to raise here and put on the agenda, namely 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 it security zone where no people are allowed to live anymore. And glyphosate here plays an essential role because the agricultural areas 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 civil population -- civilian population living there. And the Brazilian initiative called permanent campaign agricultural toxins and for life, even is reminded of Vietnam. They say the Agent Orange of these days is glyphosate. And 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 explaining in the air and then being used as in bombs. The human rights monitor has documented this for March 3. There was an explosion in the area of the City of [indiscernible]. And during that in closing, or this was preceded by a call by the Israeli Army on the population in the respective areas to leave their homes, and Human Right 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 '24, the Israeli Army also carried out these operations, and for '23, the origin of the missile that contained white phosphorus has been clearly documented. According to the research of embassy international, it was 155-millimeter artillery missile of the M825 series of U.S. American production. And that this 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 Polk Springs to turn the so-called phosphide into phosphorus, and thus, the Bayer subsidiary in 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. And I quote from 1 of these documents, and this document is the tender document to procure white phosphorus. And 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 and which is manufactured by Monsanto in the U.S. and Canada and the joining countries". Now my question, which interim dealer -- intermediate dealer is Bayer acting with? There's always Israeli company, ICL Group being mentioned. Is this the company which Bayer is collaborating with? Or is it a different one? The second question, I would like to know about the ratio, how much percent of phosphorus goes to civil production, namely the production of glyphosate and how much of the phosphorus is used for military purposes? This possibility to use glyphosate for military purposes was officially approved in the Executive Order of President Trump on 18th of February. And the title of this executive order is very clear. I quote, "It's about promoting civil -- 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". And 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. Phil 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. So that means actually that Bayer is available as a supplier of arms and defense goods. And Bayer also fundamentally agreed, and 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, 2 or 3 years ago, there was a lawsuit in France, which had filed against Bayer. [indiscernible] had been affected by Agent Orange. And in this case, the Bayer legal counsel had argued that it was not our fault. We did not deliver Agent Orange voluntarily. We had to. And if Bill Anderson, now in terms of glyphosate, endorses the Trump's standing order, then, he says that Bayer now is shipping these products on a voluntary basis that I'm asking you is Bayer aware of the legal consequences that may arise. If a Lebanese glyphosate victim now were to file claim against Bayer and 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. And of course, the involvement of Bayer in wars is not a coincidence. Bayer has got a long history here. In 1914, Bayer provided the [indiscernible], which was 1 of the first chemical weapons at all. And then that was followed by [indiscernible] and after 1945 -- and also sienicacid, by the way, and after 1945, Bayer continued in this year 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 and also considering of what we have already heard here of the 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 listened 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. But there's 1 thing they all have in common, namely, these are the side effects of the reckless handful profitability by Bayer. That's why I call upon the stockholders to vote in favor of the countermeasures of CBG and not to ratify the actions of the members of the Supervisory Board and the Management Board. And before closing, let me say this, we at CBG, we have drawn the consequence saying that there is only 1 option, actually, which is to put Bayer under Democratic control. Thank you very much for your attention.

Norbert Winkeljohann

Executives
#26

Well, thanks, Mr. Parker. And next, we've got Ellen Tugel speaking. I think he is going to speak in English. Mr. Tugel, you've got the floor.

Unknown Attendee

Attendees
#27

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 comments at CBG. My name is Ellen Tugel, 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 agri business model of death and work daily to build an agriculture that respects the planet, health and the lives of our -- of all the people. We call this agriculture agrocology. It is unbelievable that in 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 core of the entire world with advanced research centers and thousands of highly qualified workers will have the full capacity to promote modes of food production and over life that do not destroy the dedicated and already struggling balance of nature. However, Bayer chooses to continue producing pesticies. Even when they are already banned in Germany, Bayer continues to ship these products to Brazil and other countries on the periphery of capitalism of -- 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 at 20% increase compared to 2023. The pesticide industry revenue in Brazil, we reached almost $20 billion in 2024, a budget largest than most of the agency responsible for overseeing peticides 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 $4.2 billion in Brazil. Bayer alone costs our country's product covers $26 million, but Bayer's problems in Brazil are not limited to the appropriation of public funds. Biopesticides portfolio registered in Brazil consists of more than 100 products made from 50 different in 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 8 -- at least 8 other pesticides that in Brazil that are not permitted in Europe. Is it possible for our 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, but 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 [ salt ]? Does Bayer -- second question, does Bayer consider it fair to take advantage of the Brazilian people's public money to distribute its own its profits to wealthy shareholders in Europe and the United States? And 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.

Norbert Winkeljohann

Executives
#28

[Interpreted] Yes. Thanks to [ Ellen Tugel ] for his speech and questions. And... [Foreign Language] 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 cause of the ASM. As already mentioned, our ASM is limited. It has now already been ongoing for more than 2 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 speaking is limited to 10 minutes. The remaining speaking time is shown on the screen for every speaker. And 2 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. So those of you who still want to make a statement, you are asked to now register in the shareholders' portal for that purpose now. And 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.

William Anderson

Executives
#29

Thanks, Norbert. Yes, Mr. [ Hakgesbink ], 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. And 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 USD 366,750 to political candidates at all levels in the United States through [ BayPAC ]. Sorry, Mr. [ Hkbink ], 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.

Unknown Attendee

Attendees
#30

[Foreign Language]

William Anderson

Executives
#31

Sorry, Mr. [ Hakgesbrink ] and Mr. [ Schmidt ], you asked how the class settlement and the case before the 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 the 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. And I'll hand it over to Wolfgang.

Wolfgang Nickl

Executives
#32

[Interpreted] Mr. [ Tugel ] and Mr. [ Wenning ], you asked about the status quo of the class actions. And 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, rely not only on individual measures and adjust the strategy for curbing to the extent possible, to current developments. 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. [ Tuner ], 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. Within -- 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 the instruments, but also on the basis of the cash flow development, the reduction of net debt and progress made in curbing legal litigations. Mr. [ Tuner ], 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 is seized upon. We believe that the proposal is solid and fair and should be evaluated positively. But 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 [ plan-ability ]. 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, it doesn't make any sense anymore. The reason for this is that the settlement relates not just on 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 lymphoma diagnosed. The size of this group will come to light once the settlement has finally been approved by a court.

Norbert Winkeljohann

Executives
#33

[Interpreted] 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. So now we can continue answering the questions. Thank you.

Wolfgang Nickl

Executives
#34

[Interpreted] 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 the hedge refinancing risk from the capital markets in this context. And 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. [ Sai ], 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 cost of capital. And 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 and disciplined capital allocation. Mr. [indiscernible], you asked how in the foreseeable future, we will be able to return to paying a 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. [ Haskebank ], 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 are 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. [ Busky ], 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.

Heike Prinz

Executives
#35

[Interpreted] Thank you, Wolfgang. Mr. [ Tulle ], 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 6 organizational levels, and we have been able to reduce the management positions by 2/3 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. [ Wernning ], you asked about how Bayer is able to ensure its liability to aspiring for a balanced gender distribution. Bayer aims unchanged to achieve these 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. The 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 development, but is in line with our long-term diversity strategy and experiences that we made in the target period 2025. And with that, I'd like to pass the floor to Stefan Oelrich.

Stefan Oelrich

Executives
#36

[Interpreted] Thank you, Heike. Mr. [ Unler ], you asked about the long discussed patent cliff and patent gap 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 accounted by our launch products, in particular, Nubeqa and Kerendia. That 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 [ a test ]. We are on the right path to achieve growth in the middle 1 figure percent 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 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. [ Hgeslink ], 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 wave. This preparation is a fixed part of our pharma strategy for the future. We have been strengthening our innovation model and focusing our organization structure of early and midterm 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, it's looking at sustainably overcoming these patent lapses in the future in a sustainable manner. Mr. [ Wenning ], 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. [ Spay ], 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 cost 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 Kerendia.that can be seen in the revenue development in 2025 and for the forecast 2026 with additional contributions expected from Beyonttra, Lynkuet 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. In the last years, we have shown that we are able to successfully research and develop. We have received new approvals for 5 new products or important indications, and 16 clinical programs have been moved into the next development study or completed, including asundexian in the secondary stroke prophylaxis. But 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, chemo, proteomics and radiopharmaceutics. 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. And with that, I'd like to pass the floor to my colleague, Rodrigo Santos.

Rodrigo Santos

Executives
#37

Mr. [ Tungler ], you asked 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 to 500 new seed products and numerous crop protection registrations globally. We are also working on groundbreaking innovations. In this context, we are planning 10 blockbusters launched within the next decade. With each, we expect peak sales of more than EUR 500 million. And we are making good progress. The first blockbuster, Plenexos innovative insecticide, has already been granted approval in Latin America, is now being launched in further markets. This will be followed by biotech version of [ Precision ] Smart Corn System and Vyconic soybeans, both of which are expected to be rolled out in 2027. Our new herbicide [ Icafulin ], 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 time line at this stage. Mr. [ Spark ], 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 agriculture market. 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 it can only be accessed on the basis of the currently known information. We are closely monitoring the situation and continuously access both direct and indirect implications of cost, pricing and demand. Mr. [ Spike ], you asked whether we already see tangible and reversible pressures from the Iran war on the Crop Science business extending 2027. Geopolitical tensions and ongoing trade policies uncertainties are contributing to heightened volatility across agriculture market. We are starting to see energy prices push structural inflation across petrochemical chains, which is expected to impact intermediates, solvents, surfactants, packaging materials and formulations, chemicals, as I just mentioned. At the 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 implication for the cost pricing and demand. Mr. [ Closin ], 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 reapproval procedures for crop protection products, regulatory authorities throughout review and evaluate extensive data from studies. This includes data on [ toxicology ], echo toxicology, 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, reproduction toxicity effects. Mr. [ Spike ], you asked whether we will continue to adhere to our 5-year framework targets in Crop Science and whether they remain realistic and appropriated. Our sharpener portfolio, optimized footprint and increasingly resilient 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 5-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 discipline and 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 we will undertake corresponding measures as necessary. Mr. [ Spike ], you asked what are 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 5-year framework and midterm financial ambitions. We have already divested [ Moot Active Ingredients ], exit 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. [ Wenning ], you asked when the efficiency program and our innovation pipeline, including short stature corn, will lead to measurable improvements in results. The 5-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 strengthen 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 acreage 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 trait against corn root 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. [ Closin ], 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. Mr. [ Closin ], you wanted to know whether we are withdrawing certain products from the market that are 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 reregistration 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 [ frog spa ] 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 [ foreigns ]. 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 actions, 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 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 act substances and products undergo extensive toxological testing prior to approval, including studies on reproductive and development toxicity. In addition, product labels contain clear instructions for use, including protective measures and restrictions on use. Mr. [ Arnold ], you asked what the safe recommendations are for avoiding potential pesticide-related leukemia. Before crop protection products are approved, they are undergoing research and development process that lasts more than 10 years and include extensive safety testing, including assessment of [ cardiologenecity ], including leukemia. Mr. [ Hapkans ], you cited report regarding allegedly, phosphorus sales in the United States and asked whether they indicate a strategic realignment of the business or establishing of another business pillar. A subsidiary of Bayer has been operating a phosphorus mine in the United States for many years now. The 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 is, however, also sold to a limited number of third-party companies and used for various industrial purpose, such as fire, retardants and aviation fuel. These third-party companies are contractually prohibited for reselling elementary phosphorus for military purpose. 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 of the U.S. government is not an additional business pillar. [ Super ], you asked what percentage of phosphor goes towards production of glyphosate and how much is used for military uses. As just mentioned, the share of the phosphate produced by Bayer is used to manufacture crop protection products. [ Sargo ], 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 product is not approved in EU says nothing about its [ safe ]. 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 past pressures. Clear examples of this includes locust flags in parts of Africa and Asia or the spread of fall arm worm in Africa. Fortunately, agriculture in EU is not familiar with these threats. In other parts of the world, the they endanger the lives of many people. Without the use of crop protection products, their food supply would be destroyed. And with that, I pass to Julio.

Julio Triana

Executives
#38

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 self-care 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. Our 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 self-care solutions and bring us closer to our ambitious financial targets. Norbert?

Norbert Winkeljohann

Executives
#39

[Interpreted] Okay. So 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. And 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. So 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 the prescribed high standards in order to protect our employees and the environment. Mr. [ Tumler ], Mr. [ Spike ], 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 toward 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 enhanced 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 and 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 Material Science, these questions must now be answered by the Covestro Group, which is now an independent company. Mr. Vernon, you asked whether Bayer was actually becoming more productive or simply smaller through the dynamic share ownership of the 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. Rayner, you asked about digital sovereignty regarding the use of AI, what the situation is with open source solutions and whether we actively support start-ups 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 health care and agricultural technology. Bayer has a fundamentally positive and strategically open attitude towards open source solutions. Use for the development and own contributions are established within the group. Mr. Spike, you asked 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 we'll 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. Byrne. 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 power 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. And now I'll pass it over to my colleague, Wolfgang.

Wolfgang Nickl

Executives
#40

Thanks, Bill [indiscernible]. Mr. Byrne, you asked about the use of IT and care AI programs by non-European providers, 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 buyer uses IT solutions by international providers after a thorough review. For example, the internal corporate communication we're using Microsoft products. And production and logistics, we are using various our solutions obtained outsource and produced in-house. Mr. Miller, he also asked whether payer uses AI agents, how this can be monitored or these are black box systems and bather manipulative or faulty AI processes can still be detected by employees, better 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 cost and accelerate innovation. And 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 user and success in the final analysis are still our employees. So far, the use of AI has proven helpful. Mr. Byrne, 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. Byrne. He also asked about possible concerns against the use of cardiac 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 are also ethic I think 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. Tungler, Mr. Smith and Mr. Wenning, he asked about the acceptance ratio for the settlement in the glyphosate case. Now for the class settlement applies that it comprises all potential payments 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 fourth of June 2026 and claimants who want to opt out can, by then also then 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 provisioned in the settlement agreement. And basically, it's normal and to expect that in this phase of the class settlement concerns of the claims are being raised, which can either be resolved before or in court. Mr. Byrne, 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 to a great extent, monitored by the Bayer IT organization. And here, we have a 4-digit number of employees in this area. Mr. Byrne, you want to know how we can prevent the use of AI leading to so-called AI waste slope support responsible AIU where decisions have always been reviewed by experts in order to avoid buyers 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 to which reviews and adapt existing policies and the application. Furthermore, through continuous further training, it's IT and data academy as said compulsory AI training, Bayer ensures that the employees do have the necessary skills for a reasonable use of AI. Mr. Byrne. We also wanted to know what the cost-benefit ratio of the use of AIs and whether at some point, we can expect a breakeven. The use of artificial intelligence is leading to cost savings 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 are implementing the use cases with a clear priority and the rate of return here is at the focus of our intention and our implementation in most of the cases delivered the expected results. Mr. Werner he asked about the use of generative artificial intelligence, amongst 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, and for the annual report, we're using AI for support. Mr. Byrne, 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 cost 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 the way 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. Byrne, you asked about the support of AI in answering the questions at the artificial intelligence, you support 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. Byrne 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 multipronged 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 activities. Secondly, we do have technical defensive mechanisms. Our cyber defense center operate around the clock on a 365-day basis per year in order to monitor potential threats and respond to potential attacks. Thirdly, we're also working externally on cyber topics and cooperate with other large companies and governmental organizations through proactive actions such as controlled detection capabilities and response processes. Bayer has been able to successfully mitigate the impact of such events in the years 2024 and 2025. Mr. Taiga, 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 and it's not the case in the past. Furthermore, Brazil has become a large exporter of food and thus, and a key factor for the global food safety. And all of this is only possible through innovation in agriculture. The sheer effect 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, very robust and sophisticated regulation systems to protect human health and the environment. Of course, there are certain challenges such as certain tests, 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. And 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. Mr. Taiga, you asked about the way that we deal with politics legislation and government of course, set the framework 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. Taiga. You asked about our Brazilian customers. Thanks to development 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 contribute significantly to global food safety. That was not the case in the past.

Unknown Executive

Executives
#41

And about the production of -- and to bring this is our own production, and it's not an external by chain, as I've already described, a subsidiary of Bayer has been running a phosphorus mine for many years. The majority of manufacture probe is for our home manufacturing of protecting -- of this is then used and the limited amount of third-party companies and sold for industrial purposes, for example, fire protection or for jet fuel aviation tool. [indiscernible] you asked about possible areas -- due to the use of AI and production health and safety for our consumers are most important to pay our production in response to the highest standards. They are regularly audited in order to ensure complete compliance payer 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 multiple networks. And Mr. Byrne, you asked about retail and regulatory measures to limit AI risks. And of course, they are in terms of building and use data centers as a more Bayer suppose that a nonlegislative initiative 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 with a certain amount of risk-based and innovation-friendly use and enable. Mr. Taiga, asked about the use of glyphosate by the Israeli Army and Lebanon and perhaps legal consequences. We have no information on the described events or the delivery of lifestyle. And with that, I'd like to pass the floor to you, Norbert, I believe.

Norbert Winkeljohann

Executives
#42

Ladies and gentlemen, I have places. I'm not -- of course, nevertheless, I would like to answer the questions as the Chairperson of the Supervisory Board, Mr. Tungler, you asked about the compensation system of the supervisory report as to whether it -- now aligned in a future-oriented manner, whether the SE and LTI have been considered and whether, in particular, the strong share price orientation, LTI should be adjusted. The Supervisory Board is convinced that the existing compensation system is sustainable and also aligned with performance and -- STI is in line with the business success and is also made up of 3 equally weighted components, that's adjusted group revenue per share -- free cash flow currency and portfolio adjusted revenue and growth together. The corporate performance into was stronger than forecasted. This is reflected in the factor 110% for STI. The LTI, however, is consciously long term and is based on the capital market. So a low payment factor for the LTI reflects the share by development of Bayer between the -- 2 and the end of December 2025. Both in absolute terms and also comparatively to the euro stocks over Furthermore, it considers that the goals or 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 cattle market alignment of 80% weighting in LCI is a central element in order to bind in the interest 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 performance. So the next question, Mr. Schmidt, you asked for an explanation of the process of successes for the Supervisory Board, the nominating committee of the Supervisory Board looks and every meeting the planning for the Supervisory Board. The Nomination Committee is made up currently according [indiscernible] myself as the Chair. By identifying suitable candidates and the assessments, the Nomination Committee regularly is assisted by staff consultants in fiscal 2025, 3 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 signing of successes for the Supervisory Board. The Supervisory Board always looks at supervisory bottle shins and successes. And the addition there are efficiency checks and this took place last year with these -- every year for a discussion of Supervisory Board. Mr. Schmitt, you asked about the efficiency checks of the Supervisory Board in the past fiscal year, efficiency checks took place and a consultant firm was called on to support the supervisory board, the total results of the efficiency testing was a 25% protected 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 there also included a further strengthening of successful planning for the Board of Management and the Supervisory Board and all look at questions in the preparation of meetings of the Supervisory Board analyst committees. The implementation of things that we always look at in the presidium of the Supervisory Board and an executive sessions. -- we also will report on important topics in the reported Supervisory Board. Mr. Schmidt, you asked about the expectations of indirect nonfinancial goals in short-term variable compensation, whether these would be considered and implemented. In STI, nonfinancial and strategic aspects are not considered regarding the factor for strategic development and strategic implementation 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 nonfinancial goals, for example, the ESG and the strategic priorities. This ESG stands for environmental, social and governance. Mr. Schmidt, you asked which compensation components limited in the change control cause to 250% of the annual basic compensation but this is referred to and why the variable compensation components or pension acceptances are included. The limitation of the change of control costs refers alone to the annual basic compensation. This is limited as insofar as this amount is lower. Any payment in a change of control situation is in terms of calculation below the 2-year compensation and is, therefore, in line with the recommendations of G13 at the German corporate governance code. It's also worth bearing in mind that the claim of a settlement or severance a change of control situation changed significantly. And the Board of Management member after 12 months can use their special termination right should this become necessary. Mr. Schmidt, you also asked about which insights were 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 the market practice or best practice. The compensation system has the annual so-called meeting in 2024 was voted in with 93% and was therefore accepted very positively by the stockholder business Supervisory Board went into significant dialogue with the stockholders and therefore, gain to the conclusion that change to the compensation system was not necessary the individual discuss aspects are things that we have reported on in detail in our report. The new compensation for 2025 includes more transparent estimations regarding our goals and our achievement process. the link between corporate success and the compensation of the Board of Management, it makes it clearer. Basically, the appropriateness of the compensation system is judged on the basis of market practice, alignment of the strategy of Bayer for competitiveness and regulatory requirements of the German corporate covenants product. The Supervisory Board is aligned with international market practice and international. Of course, it is a central aspect that must be understandable. It must be as transparent as possible. And for this reason, we time it again. to work out best practice, follow those lines and also to shape these best practices. [indiscernible] 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, very deepens of the expectations of our investors when it came to this conclusion. we decided that the time was right to say that, 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 transitional transformation plan, which is monitored by the Supervisory Board and regularly discussed with investors. Mr. Spike and Mr. Fanning, you asked about who were 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 are nominating format things that I will not preempt here. However, of course, I'm willing to candidate once again for the Supervisory Board. So contributions I make in different super Supervisory Board and a different function is dependent on what I'm offered and whether and how and when an appropriate successor will be found. The dose it depends on the amount of time that is so late. 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. Epic to present his contribution. And I would then also ask Mr. [ Barroso ] to be ready. After that [indiscernible] I would ask you to prepare yourself, Mr. S.A., the floor is yours.

Unknown Executive

Executives
#43

Chairman, members of the Board of Management and the Supervisory Board shareholders and stockholders. I'm [ Ludvik Epic ]. I have the honor today to speak to you as a representative of CBT 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 and the export of pesticide which are banned in the European Union. But we're not talking about a side show of the business, but rather a fundamental issue of entrepreneurial integrity. Does they 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 MycoCept. We have 2,536 tonnes or in propane. 1,399 tonnes of those are sold. And Imitaprid is used, which is deadly for bees and other pollinators. And of course, it is very fair to see what countries these products are exported to monitoring application protection, access to protective gear these countries often don't live up to European standards. In other words, especially where protection is that is the weakest is where a payer sells products that are no longer approved in the European Union. And then we have the pesticide boomerang because a number of these dangerous ingredients return to the European Union in food stuffs that are then imported from these countries. So an alleged external problem becomes an internal problem within the EU among consumers. And of course, it also becomes a problem for the European legislators or a company that once stand for science for a better life, this practice is really questionable and calls your reputation to questions 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 threat to exacerbate this development, if within the freight work of the [ Merck tours ] and tariffs the hurdles for agrochemicals are lowered. You increase the danger of pesticides and other hydrochemical 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 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 negating Munich, the following questions. First, when will they put an end to the exports of pesticides, which in the EU are bad for health reasons? And without doing that under a regulatory duress, but on your own responsibility. How many tons of MycoCept 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 alloy in the ministry has changed its focus on reducing red tape and promoting exports. What commitments has the group received in order middle bands to continue better to hedge the export strategy in weaker countries? And how do you ensure that you don't instrumentalize your strategy in a one-sided fashion you emphasized 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 to 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 contact for responsible lobbying. Bayer establishes itself that the company as a legal entity cannot make direct contributions and donations to a political party. But whereas Bayer may not write checks to parties directly, millions are paid to associations such as Crop Life International and Crop Life Europe, which, in turn, do a lot of lobbying work how do you ensure that your membership fees to organizations such as crop life are not used in order to finance political campaigns that have objectives that contribute your own sustainability goals and your code of conduct? Now I call on you to stop hiding between the route 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? There has the opportunity to stand for a global protection standard in order to protect human kind. 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 counter motion. 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 remain within your 10-minute time allotment. I would like to now call [ Dr. Ronaldo Sudre ]. He is going to submit in English, and he also represents the coordination against Bayer dangers. After him, Mr. Hans Oswald will speak to us followed by [ Tamen Smith ]. Mr. Barro Sudre. The floor is now yours.

Unknown Attendee

Attendees
#44

Ladies and gentlemen, my name is Ronaldo Sudre. I may be Professor research -- our University of [ Marna ] in Brazil. I speak for first time to experience with the affected communities. What is happening in the state of Marion -- in Brazil much region and the only of the policy stage in the country is [indiscernible] it's a recurring pattern. In the first 3 months of the year, we have the worth equity every of real spraying of best sites of communities. They were more the [ 200 ], affecting 188 communities, [ 209 ] series. This is not a statistic, it is a crisis, a health crisis, with people failing in real experienced symptoms such as vomiting, skin irritation, NGO problems caused by exposure to chemicals. Which crisis because crops are being rated in the storage in every -- crisis with automation of the water, soil and GEF -- also a of cases because most of the affected communities are indigenous people. We are living in a highly vulnerable conditions. It's important to stage query. Its main case this large many accidents or the risk [indiscernible]. There is strong dense that this experience are part of the process of the stocking pressure of these 10 stores contributing for exposing of communities from the lens. We are not just talking about a technical problem. We are [indiscernible] although it's no exactly wish products to a usage case itself very likely that among the are substandard by largely global operations. And we now since we began 2025, they will see of the reported has also gone printed for spray. The process is in fact in the mostly [indiscernible] in Marion and also in Brazil. In light of this, I want to raise an important point. Europe and Germany, they are restricted regard chemicals NGE exports, this is -- offsite information and [indiscernible] regarding impacts. But even we now that these seasons are not defect. Nevertheless, there is a principal product not -- of every month. And today, more than companies are being parity on to monitor the entire production chain and set annual duration and outside Europe. Even this, has possibly does not have a win to produce results. It continues to out its entire life cycle. So the question is straightforward. How can a company like Bayer operate on this strikes Europe -- at the same time begin like the serious impact in the regions. This very standards to prevent harm, why does this harm to continue to occur? It's not just a matter of complaint with the [indiscernible] it's a matter of global responsibility. It's inevitable for vulnerable population to buy exports to risk that would not to tolerate it of the contest. What states here is not just the company's image. It's a homelife, territories and the future of entirely communities, that's why I would like to conclude why the Director -- the share holds to -- consider the impacts. And so I would like you to each shareholders not to dismiss the Board offering [ Greco ] and the Supervisory board, but the [indiscernible] of the counter proposed for the -- by the [indiscernible] of Bayer. Thank you very much.

Unknown Executive

Executives
#45

Yes. Thank you, Mr. Barro Sudre. And on [indiscernible] I'd like to welcome Hans Oswald as the next speaker followed by Clemens Min and I would like to ask [ Udokato ] be on standby as well. Mr. Oswald, the floor is now yours.

Unknown Attendee

Attendees
#46

Thank you, Professor, Dr. Vincent Johan. I'd like to say hello to you. And I hereby file a motion on the rules of procedure. I am Hans Oswald from lower mine. I am on the Board of the Association of Residential Property 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 ask AI a question. AI told me that item things that we continue to complain about, especially with respect to the speaking time. And I'm looking -- I'm holding the camera -- by phone up to the camera, so you can see it. I want to point out that the limitation is speaking time goes counter to the rules of procedure and the therefore, should not be allowed. And in order and to impose a limitation before follow-up questions can be asked is something that I believe is not very opportune. So I filed a countermotion 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. And I also hereby file a motion for having stockholders attend future annual stockholders meeting in person once again. And I also filed a motion for the Articles of Association to mandate a combination of 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 Board. Why? All shareholders should be treated equally. Currently, stockholders for financial or health or logistical reasons are unable to participate or systematically put at a disadvantage. I am a good example of this although I registered the telecom AGM in 2025, I was able 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. And 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. Dinko Johan, 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 stop gap before being able to return to in-person events. And that is what we should look at the virtual annual stockholders' meeting 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 the members of the Board of management often earn 20 to 60x what the 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 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 ASMs 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 to mines, the principal of a stock corporation. A hybrid event would promote the maximum participation of stockholders around the world. So we have -- we call on stockholder representation such as the DSDK 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 the residential property Association. And in that capacity, I ask you why hybrid annual stockholder 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 because 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 called 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 Board 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. Now 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 opportunity 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. Henrik Schmidt, and the gentleman from the SDK also does a good job [indiscernible] and the Representative Union Investment, Mr. Berding, 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. And here I'm talking especially about Mark Kumla. 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 the 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' meeting because I believe it will be very important for Bayer to do that. I personally am not against virtual ASMs.

Norbert Winkeljohann

Executives
#47

I'm sorry, Mr. Oswald, I think that you have to come to an end soon because you already exceeded your time allotment.

Unknown Shareholder

Shareholders
#48

Yes, Mr. WinkelJohan. 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. And also, you make us nervous and then things get dragged out even more. And sometimes you take -- 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.

Norbert Winkeljohann

Executives
#49

Yes, please try and get to an end.

Unknown Shareholder

Shareholders
#50

Greetings from friendly. 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 countermotions.

Norbert Winkeljohann

Executives
#51

Thank you very much, Mr. Oswald. Ladies and gentlemen, we would now like to continue with the agenda. Clemens Min is the next speaker. He will be followed by Ouro Ruter and Mr. Andreas Berna. Mr. Min, the floor is now yours.

Unknown Shareholder

Shareholders
#52

Mr. Winkel Johan, 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 years -- the early 2000s, I worked for a chemical company in 2012, together with some coworkers. I received the Otto Bayer medal for excellence in research. My farmer 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 [indiscernible], researchers and scientists at this location repeatedly discovered herbicide agents, the last of which was [ dapalin 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 brain power 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 slogan appear to be empty without modern herbicides. Presently, 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 crisis, 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 Agrar Today in the EU for over 20 years, no new active agents were approved. In addition to the approval request for icafolin from Bayer, 2 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, 3 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. The 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 bio-herbicides as a matter of principle, are more -- 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.

Norbert Winkeljohann

Executives
#53

Thank you very much, Mr. Min, for this statement and your questions, and this brings us to Udo Ruter, and he's going to be followed by Andreas Werner and Guunerwolf. But first, Mr. Ruter, you've got the floor.

Unknown Shareholder

Shareholders
#54

Professor Winkeljohann, I do not want to subscribe to what Mr. Oswald 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. So restricting the stockholders' rights so early is something I would like to remedy. And therefore, I filed the procedural motion that you reopen the speakers' list and my suggestion would be to reopen the speakers' list at least until 3:00, 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 AMs can still not be conducted smoothly and seamlessly. And we have again seen today that the speakers and stockholders waiting in the virtual waiting room have been locked out again. And for example, the first speaker, Mr. Tungler was already cut off. So I'm absolutely convinced that an in-person ASM would be much more productive and effective. Many other stock companies have already decided to hold this kind of an in-person ASM again. And of course, the ideal solution would be a hybrid format where stockholders could also decide to opt in electronically. And thus, the conflict that has arisen around virtual AMs could thus also be overcome. And in the seventh year of a virtual ASM at Bayer, we have now seen that stockholders do not agree with this kind of format. And also surveys among the free float stockholders showed 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. So that would be really the silver bullet for all stockholders. And 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 3:00, 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 provisioned by the law. And actually, according to the law, this virtual format should only be used in special and extraordinary situations. And 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.

Norbert Winkeljohann

Executives
#55

Thank you very much, Mr. Ruter. We will come back to this. Before we now proceed on the speakers list, Mr. Oswald 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 the individual persons. And we will do so before providing the answers. But now we first continue with the next speaker on the speakers list, and the next speaker will be Mr. Andreas Wolf, Andreas Werner, and he's going to be followed by Mr. [indiscernible].

Unknown Shareholder

Shareholders
#56

Hello. My name is Andreas Werner. I represent my own small number of shares. I've got only 2 brief questions regarding Russia. The first one is a practical question. How do we receive payments for our shipments to Russia? And 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.

Norbert Winkeljohann

Executives
#57

Thank you very much for these 2 questions, Mr. Werner, which we're going to answer later. And then I would like to ask Mr. Gunther Wolf as the next speaker to take the floor, and he's going to be followed by Gerrit Hofer. Mr. Gütherolf, you've got the floor.

Unknown Shareholder

Shareholders
#58

Professor Winkeljohann, I thank you very much. My name is Gunther 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 people -- of children having lived in nursery homes. Mr. WinkelJohan, at the last ASM 2025, you told me that you reject the call for financial participation of Bayer because you do not see any responsibility of Bayer for the act 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 owes only meant to calm down and sedate patients. And 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. And 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 product. And this is also done on the basis of creating fears amongst people who are then -- who then feel forced to accept medication. Are you familiar with the respective addition 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 on to mental health. Now that sounds horrible, doesn't it? Now you also said that the review at that time had been carried out on the basis of the loss applicable at that -- sorry, I already said that on the basis of -- no, I already said that. Sorry, I'm lost. If you wanted to act according to ethical principles, that according to the Nuremberg conduct of 1949, you should have acted. The ethical code of conduct of 20th of August 1947, then 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 document -- the medication of yours, such as Professor Durner, which in a document of 7th of June 1964 has been confirmed according to which namely he has received 600 [indiscernible] per monthly. You can check this out for yourselves because these are documents from your archives. Are you familiar with them? On the 18th of June 1964, Bayer AG held a meeting where Professor Durner, Medical Council, Dr. Egmar, Dr. Reboc, Dr. Zommer and Dr. Foss 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 countermotions of the coordination against Bayer Dangers. Thank you very much for your kind attention.

Norbert Winkeljohann

Executives
#59

Thank you very much, Mr. Wolf. Ladies and gentlemen, before we continue with the next speaker on the speakers' list, Mr. Ruter 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 to close the speakers list is -- was required in order to make sure that the ASM can be closed within the appropriate time frame. 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. Hofer as the next speaker and then Mr. [indiscernible]. Mr. Hofer, you've got the floor.

Unknown Shareholder

Shareholders
#60

Professor, WenkelJohan, I'd like to thank you for passing me the floor. Ladies and gentlemen, CEO, stockholders. My name is Gert Hofer, and I work at the organization, society for threatened peoples. And I'm speaking on behalf of my colleagues 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 alike. Brazilian 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 [ Abriani ] people is a good example of this. Glyphosate has been shown in water sources here. Health care issues such as vomiting, itchy skin and irritation have been reported on. This is not a coincidence. It's been proven. In [indiscernible], 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 peoples 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 as 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 a probability -- 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 ask you 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 the harmful pesticides. Don't just talk about 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.

Norbert Winkeljohann

Executives
#61

Thank you, Mr. Hovert. The next speaker is [indiscernible], after which the final speaker in our second block will be Ms. Margaret. The floor is yours.

Unknown Shareholder

Shareholders
#62

Members of the Board of Management, the Supervisory Board, ladies and gentlemen, my name is Sven [indiscernible]. Today, I'm here in 3 capacities. Firstly, I'm speaking for our family office, where we keep corporate interests and shares and amongst other things, amongst other types of investments. I'm also a member of the Executive Board of [ Standards AG ], a chemical company and the [indiscernible] be 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. Essentially, I have 2 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 2 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. So these unplanned plant standstills are normally not down to the mechanics or replacement parts rather production standstill opportunistic costs that are linked to this by this type of downtime. Are these very minor causes, corrosion of electrical connections of a switch or circuit or valves, block valves, 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 the 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. But 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 basis of human life and human existence, ensuring food security and supply that 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 products. Those are my questions. I wish all participants of the Annual Stockholders' Meeting a constructive and active dialogue, and we'll now say goodbye from our headquarters in [indiscernible].

Norbert Winkeljohann

Executives
#63

Thank you very much for your contribution. As our final speaker, Ms. Margaret Pua, the floor is yours.

Unknown Shareholder

Shareholders
#64

Hello. My name is Margaret [indiscernible]. 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. And of course, we're now talking about Duogynon in the pregnancy tests OF Schering AG that was on the market until 1981. And when used properly, I repeat when used for its intended purpose properly, was harmful to conceived life. Dr. [ Reinhard Sber ], 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. Does 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 for your company. How should I describe this conduct of Bayer AG, a company that has hidden the scientific truth on Duogynon. It exert influence on committees, on authorities and scientific communities. It disallows further scientific research on this. How can the mothers of these harmful -- of the embryos that have been harmed so much be made the scapegoats 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, but 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 in Paragraph 218, this causes emotion. But now there is tacit tolerance that a pharmaceutical company caused 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 a lawyer, when will a chemist publicly declare with their name and their role that Norethisterone acetate and estrogen, the active ingredients of [indiscernible] 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 countermotions of the coordination against Bayer Dangers.

Norbert Winkeljohann

Executives
#65

Thank you very much, [indiscernible] 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.

Wolfgang Nickl

Executives
#66

Pleasure to do so. My first question I'm answering is for you, Mr.[indiscernible] asked about the export of pesticides into the global south, which are not approved for use in the EU. The safety of our products for men 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 have been -- 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 the 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. And their assessment reflect the specific agronomical and climatic conditions in the respective countries. Mr. [indiscernible] 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. [indiscernible], you wanted to know how we make sure that our membership contributions to organizations such as Crop Life 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. [indiscernible] also franked 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 and 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 just want to avoid negative consequences, for example, human right violations in our own business activity. But at the same time, we thus also want to promote positive impact by improved stakeholder engagement. Mr. [indiscernible], 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 are proactively involved in transparency initiatives. Doing so, Bayer goes far beyond the statutory requirements. We are -- 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. [indiscernible], you also asked about the Economic Council of the CU and the ban or the rejection of a pesticide export ban. Our code of context for responsible lobbying represents binding rules for engagement and political space. It covers compliance-related risks and creates transparency in our collaboration with the representatives of political institutions. On the topic of pesticide export, since 2012, 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 OEC country or for which an OECD data package has been generated. Mr. [indiscernible], you asked about the connection between our commitment to U.S. principles for economy and human rights and our attitude towards 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 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 bees and the environment. Then 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 products 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 to what how Bayer receives payments for shipments to Russia. The payment flows to and from Russia are on -- 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 sanctioned 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 the respective export control and sanctions regulations is ensured and any breaches are systematically pursued. The compliance procedures apply especially of the sanction regulations of the American Office of Foreign Asset 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. Hofer, you asked about our -- 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 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 nonintended use of our products, then, of course, we will follow up on these indications on a local basis. Mr. [indiscernible], you asked about damage regarding pesticides and glyphosate. The safety of our products for men and the environment is a 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 men and the environment and that 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 global scale 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. Butzi Shimane asked about a partnership in Tanzania. Thank you very much for your interest. We are happy to enter into a respective dialogue on this. And with that, I hand over to you, Rodrigo, for further questions.

Rodrigo Santos

Executives
#67

You asked that when digital farming will contribute with gains in agriculture in Europe and how buyer will contribute. So digital agriculture is already contributing to productivity gains, including in Europe, our digital platform, Field Ville brings together machine data and turns into practical fill specific recommendations, helping farmers make better decisions. The platform today is using more than 111 million hectares worldwide increasing the value of the seed and crop protection solutions in every farming practice for me, you also ask a how buyer can leave up with a guiding principle science for a better life and health for all and hunger for none without innovation in the field of herbicides. Thank you for your question. Bayer operates globally and continues to invest in innovation in core protection, including herbcides in Germany, too, where key research activities are being consolidated at Mon Hindsight. We continuously develop and optimize new, safe and sustainable solutions with herbicide in test and fungicide as well. A central element is our life cycle management, which enabled us to achieve numerous new product registrations each year and to tailor our solutions specifically to crops, regions and the needs of agriculture. Clemens, you asked how Bayer will ensure that effective herbicides will continue to be available to agriculture and how Bayer will contribute particularly in Europe. So Bayer continuously develops an improved new, safe and sustainable crop protection solutions with herbicide infuriated 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. This enable us to expand our solutions to additional crops and regions and to tailor them closely to agriculture needs. And Mr. Min, you asked about the currently available database and if it's demonstrated its efficiency to identify new herbicide modes of actions using artificial intelligence and then successfully launched corresponding products. Discovering new modes of actions is 1 of our key priorities in crop protection and in the field of AI, we are leveraging our innovative crop key 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 minimum environmental footprint. Another example, we announced our continued partnership with Open fold Consortium a leading nonprofit AI research consortium. We shared our intent to apply the consortium's newest model, open old tree to start proteins from plants, weeds and paths, thereby accelerating the development of new crop protection molecules and trades. And with that, back to Stefan.

Stefan Oelrich

Executives
#68

Thank you, Rodrigo. So you asked about studies on home then. And the reports published on that so far and also in our archive, you find indications the 2 studies which were performed in the period from 1915 to 1980 and specialized hospitals on the registration of par products. And these are 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 teams were also involved to a small extent in these studies. If the medical demand all 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 98, and we'll continue to do so by providing access to our historic archives in Leverkusen and Benin. 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 or for the actions of the respective employees. They asked about product [indiscernible] is the cause of embryos malformations in the 1970s and 1980s comprehensive studies and expert opinions were performed by well-known experts to identify possible root causes amongst in Germany, the U.K. and in the U.S. without these studies having resulted improving an excel root cause effect connection between the use of the Duogynon and those cases reported. In our view, there are still no new scientific findings, which would question applicability of these studies, which has also been confirmed in Germany, but then I hand back to Wolfgang Nickl.

Wolfgang Nickl

Executives
#69

Thank you, Stefan. Thank you, Stefan. Mr. Oswald. You filed a motion to supplement the artist of the Association of Bay to have them reflect that future annual stockholders' meetings of BRG be conducted as hybrid ASMs, which would be a mixture of in presence and virtual formats. Such an amendment to the Articles of Association cannot be requested by way of 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 Article Association, the Soft Corporation Act basically envisages 2 formats of Annual Shareholders Meeting. 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 Article 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, the virtual ASM enables a widespread partization of the stockholders independent of their place of residence, and it also takes into account cost issues and sustainability considerations. Mr. But Simon, -- 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.

Norbert Winkeljohann

Executives
#70

Thank you, Wolfgang, ladies and gentlemen, we have a number of requests for the floor. 5 to 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. So we interrupt the annual stockholders meeting now for a couple of minutes. [Presentation]

Norbert Winkeljohann

Executives
#71

Ladies and gentlemen. Ladies and gentlemen, we would now like to continue our discussion and the next speaker will be Veronica [indiscernible]. And like to then ask Daniel, Vena and Hans to be ready to take the floor after. Ms. [indiscernible], you have the floor.

Unknown Attendee

Attendees
#72

Thank you. I'll be speaking and is my German is not that good. My name is Veronica [indiscernible], 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 have pet side. We are concerned about the highly hazardous best in your product portfolio and the material risks these products exposed to the company and its investors to -- we would like to better understand your plans to improve transparency and action on highly hazardous test sites. And for context, the company central global biodiversity framework signed by all 196 parties to the conventional biological diversity includes clear targets to address the role of pests in biodiversity class. And the global framework and chemicals target emphasized the urgent need for action and transparency on highly hazardous pesticides, including Target A7, which specifies stakeholders must take effective measures to phase out highly hazardous best is in agriculture, where the risks have not been managed and were safer and affordable alternatives are available and to promote transition to and make available those alternatives. This required companies to identify, disclose and create transition plans for high 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 CSRB revenue disclosure requirements for substances of concern and substances are very high concern. Thank you.

Norbert Winkeljohann

Executives
#73

Yes. Thank you very much, Veronica [indiscernible]. The next speaker is Daniel Vena, followed by Hans Oswald and then [indiscernible]. Mr. Vana, you have the floor.

Unknown Attendee

Attendees
#74

Thank you very much for letting me take the floor once again. I pass to 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 efficiently. So if you close the speakers so early, there's no possibility to ask a follow-up question. So I think that your answer was -- well, let me put it this way, is 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. Vince Johan, I have a slight restriction here. I took a look at this with the with someone from the Internet service. And I didn't quite hear the answer for Mr. Vince Johan. I didn't hear that. Maybe that's exactly what I was waiting to hear. So 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 timing for me as well. And 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 a tradition for Bayer here in this city and is seen as something we have to consider something that is good and something that might be threatening for the company. So I would simply like to have some more information. But I don't get a very good impression. And the question is, what are your interests? What kind of an impact do you want to have? And I think we're just amongst ourselves. I'm sure there are probably only a few hundred people still following the annual shareholders meeting, the press is already left. So I think we can talk as normal human beings to 1 another. And 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, right, but you didn't do very much for your image. So I would like to request that return to in-person annual shareholders companies telecom to do it, why can't you do it, especially are 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. And there is -- this is rightly so. 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 1 that I think that was not really answered completely. Otherwise, everything else can be picked up. My proposal is now people who've asked for the floor, they have a standby right, so to speak. So before the Annual Shareholders Meeting or the -- when the list has been closed in all of the questions at penance should be asked once again. Are you happy with the answers you've got? And this is the case at an in-person ASM, you asked. Have we answered all your questions, and if no 1 else asks for the floor, then we can conclude with our general discussion. I think that would be -- okay, somebody asking for the -- for the first time, the list has been closed. But 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 our 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. And 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 there. These are questions that are out there, and I think that we simply have to have access to all of this. So let me put it this way. I'm not an activist. No. I can really understand that you might become an active is 1 day, be open with us, talk to us. We're not going to hurt you, and we don't want to be heard by you. What we want is to better understand the world, the world we live in. We and you as well. So thank you very much for your attention. Hold on. I forgot 1 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? And image video that really takes away from the human aspect behind all of this. And this is something that you also work with, with the medicine that you produce as well as the food and food supply that you're guaranteeing you really want to have an artificial voice on all of that. I think that, that is something that really needs to be discussed.

Norbert Winkeljohann

Executives
#75

Okay. Thank you very much, Mr. Vana, we will take your questions on board. If I say things right, we have 3 more speakers on my list. We tried to reach him Mr. Herling, maybe you can let us know you're out there, and we can put you on the speakers' list. And now the next one is Mr. Oswald. This is the third block. Mr. Oswald, you were -- I took you earlier on the list to speak is because of your motion, and we'll deal with that. And now I'd like to call upon you now to make your statements or any questions that you might have on the agenda. So once you've had the floor, we will hear from Mr. Herning and then Mr. Parmod Bushar, who should be ready to take the floor. Mr. Oswald sorry, you have the floor.

Unknown Attendee

Attendees
#76

Go ahead. Thank you, Professor Dr. Vince Johan. My name is Hans Oswald. I am on the Board at Febrahegan [indiscernible]. 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. And 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. So that's why I would like to ask for this, Daniel 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. So my special thanks go out to the employees at Bayer for the work they did over the last fiscal year. And also the Bayer soccer players did very well, and this is of their known because of the positive promotion. And 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 U.S. soccer players to have a positive image. And I don't see enough of that. We associate the SoCa players with certainly not enough with your chemicals company. Be Saga is not as successful as they were with Cabo unfortunately, but they are still successful. And I think perhaps you should get somebody like Capilano back. I am really sorry that he left there we had excellent players. And I would expect that you give us a statement on that, also with regard to winning or loosing in soccer at AG. The transmission of the entire ASM is good, and I'd like to say thank you very much for that. But -- and I 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 [indiscernible]. Hello. I'm pleased to see you here and to see that you're in person at Bayer, you have you worked at the Deutsche Bank, and you had lots of criticism there. And 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. Winkelman, 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 will be a good idea if you could describe a typical day at work, Mr. Anderson and Mr. [indiscernible] also, in particular, when it comes to glyphosate round up. 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. So 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. In the last few years have shown once and again that we've had problems or complaints, Dr. Vincorion and that is with the overboarding, you're 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 or burden on par, especially since you are active in the U.S. as well. And 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 went to EUR 10, even lower that was a record. And now we have recovered somewhat. And we can see that the all-time low is a bit far away if we are simply moving -- we're similarly far moved from the all-time high. Lots of shareholders have lost a lot of money with their Bayer shares. Remember 1 thing, when it was over 100 or over at 168, now they really have to try about it. So I would like to say, I can calm you down when it comes to the share price. But I also am quite sad when I see the problems with Monsanto and Roundup. And there, we hope that we can then go back up to over EUR 100 do something about it. And I think Mr. Alain, he might be able to help you out on that point. EUR 0.11 dividend. Well, this is a question for the shareholders. When you see that a maximum of EUR 12 million paid for the Board of Management, a dividend indicator of more than EUR 100 million, that is unbelievable. And I think you really should do something about that. And now I have 1 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 12 million should be reduced only for the CEO without any fringe benefits, that is 600x what a salesperson gets. 550x that with the minimum wage would get. And this is per day, it's more than EUR 57,000, and that's about 7,000 hours per hour. So the CEO, I'm sure could have 42x the maximum point, and that means tankage Stim, our President here in Germany and 45x what are changes here in Germany. In Bavarian, we say this is like a self-service store. So 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, and we have a sunny day, blue-side and I would like to say something positive to close on. Thank you very much, and all the very best.

Norbert Winkeljohann

Executives
#77

Thank you very much, Mr. Oswald. 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 1 more speaker on our list in the third block. And I think that means that we will have dealt with the speakers list. [indiscernible] will be talking to us now. Mr. [indiscernible], you have the floor.

Unknown Attendee

Attendees
#78

Thank you very much, ladies and gentlemen, dear management Board, shareholders. My name is [indiscernible], I'm a biochemist commission. I'm dealing with the impact of pesticides, impact on environment and health. [indiscernible] on behalf of the CBG concerning the topic of responsibility. Your interpreter has to say that person speaking is hardly audible. We'll try our best coming by the interpreter. So we are pacing ourselves on studies. We do also, things that you are basing the 7 studies and research work and to inform the authorities that doesn't clear the case. In the 70s and 80s, the pace pesticide coming to the market. When derating, they are releasing what is eligible, not degrade toxic matters. And much as we can and substances cannot be removed from the water. So the irreversible enrichment of the broader is given then. Today, this has become reality patients are used on a workboat basis. There's enough evidence that is used in a much higher concentration than any other man-made chemicals can be proven in, in fact, human blood plants, et cetera. of the ground water research in Germany show that the limit 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, awefully, sorry. You could try to reconnect the speaker if that is possible from a technician point of view. [Foreign Language] Your interpreters apologize, but there is a machine running in the background, and we cannot understand what the speaker is seeing. We apologize. I'm terribly sorry. [Foreign Language] 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. [Foreign Language]

Norbert Winkeljohann

Executives
#79

Thank you very much, Mr. [indiscernible]. Thank you for your statement, for your questions. Ladies and gentlemen, that is the end of our speakers list. That will take us a little time to answer your questions. So I'd like to take a quick break now. It will maybe take us about 10 minutes, and we'll be back then. Thank you. [Break]

Norbert Winkeljohann

Executives
#80

Ladies and gentlemen, after the break, we will continue with answering the questions. Questions after the third and last speaker block. I will start with a counter motion presented by Mr. Oskar to reduce by half the compensation for management 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 when we will therefore not present for vote for content.

Wolfgang Nickl

Executives
#81

I will hand over to Mr. Nickl Mr. [indiscernible], you're asking whether the voice and the image video is AI generated a natural one. I can assure you it's a human voice. And you were also asking whether in future videos, we will use artificial voices. This is not our plan. Mr. [indiscernible], you will ask them, well, we are not having an in-person ASM. The ordinary ASM 25 has authorized the management board with a majority of 75.6% a to have a virtualized and 2 further years. From the operation 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 of aspects and sustainability aspects. And it was crucial for the management Board by shareholders right in today's virtual as correspond to what happens in an in-person meeting as far as speaking rights questions and answers are concerned. This is why we decided to say of virtual format. Mr. Oswald, you were asking about the impact of Trump tariffs, especially against the backdrop of our operations in the U.S.A. We have prepared to deal with the volatility across different business areas and consider the increased uncertainty of new normality. In '25, we managed to never get through dynamic trade political environment and to restrict the impact of the digital tariffs. This was achieved by way of a combination of targeted measures in our cross country and by way of concrete exception rules, which also resulted from the strategic relevance of our product. Our new DSO working mode has turned out to be highly efficient in order to react flexibly to changes and we will further enhance the strength. For the year, 26, our outlook includes the current assessment of expected indirect political impact. We will keep an eye on the further development. This includes straight relationships between the U.S. and the EU and various bilateral multilevel trade agreements. Mr. [indiscernible]. You were asking for the losses or gains in the field of soccer via AG. We can tell you here now that we do not have any explicit business division soccer within IAG, if we can communicate that the loss or profit with via 04 [indiscernible] was EUR 0, and the numbers are going to be published at the end of May, by the way. Mrs. [indiscernible], you were asking for the transparency as far as highly dangerous helpful pesticide can since 2012, Bayer has not sold any crop protection anymore, which were considered proxy by the world health organization since 2016. I have submitted to only sell substances, which are at least approved in OECD country as far as the active agents are concerned. We only have a few highly hazardous passes in our global portfolio, and they only account for a small share of our revenue. To control impact on 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. Oswald, you were asking what we do in order to solve the [indiscernible] problem in the interest of the company. The restriction of litigations is 1 of the 5 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 robot will cut your hand, has already mentioned that in their comments. Mr. [indiscernible], you were asking for the health risk deriving from TSA is currently subject of scientific risk assessment by the European Chemicals Agency which will probably be concluded in the 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 ECH agency in Health. Mr. [indiscernible], you were also asking for the residual substance of DFA in the environment. By will comply with legal requirements, and we are continuously participating in consultations with European regulatory authorities as far as threshold values saying the ongoing processes are not lost yet and there's no official proposal that has been published by the European Commission. Mr. [indiscernible], you had a few questions on GFA. The safety of our products is a top priority for our company. We assess all new findings cautiously and report the authorities by -- based on full transparency all data that could have an impact on the safety of our product. [indiscernible] asset has been used for a long time and is container processes like polymer refrigerants, construction industry, household products, chemical industry, health care, TFA is also a metabolite of some plant protection substances. According to the results of news, the scientific studies on TSA, including relevant monitoring data, we must establish that there are no indications of risk through TSA expert House in the everyday life and no impact on human health or the environment. And this is also a turf potential TSA burdens. If there is 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 reregistration concerning TSA has submitted follow-up studies and the has received a proposal for cell classification concerning reproduction toxicity. It's also important to know that ECHA has carried out versification processes and all available scientific elements are taken into consideration. Mr. Ming, 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 plus, especially herbicides. The availability of new herbicides is an important question concerning the competitiveness of European farmers. And this is why our new herbicide at Catlin has already been submitted for registration in the EU. This activation has a totally new active mechanism in here side, this has not existed for more than 30 years. The active agent has been developed as part of our new research approach crop key with the aid of AI. In concrete terms, it made that we are no longer looking for active agents, but we designed the relevant molecules so that they comply exactly with the weeks we want to come back like a key in cable. It is up to the European authorities to give approval to the products and to make these innovations available to European farmers. Mr. Ming, you communicated that currently, we cannot talk about the fact that the target of significant productivity increases by way of digital farm in river be achieved. We take note of this assessment, and we point out that increases have been achieved, but there is further potential. Mr. Ming, you were asking whether the available database is efficient when we search for a new mode of actions. 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 research is designed with the help of novel molecules, which are targeted to certain proteins in weeds and harmful insects. I think I'm through, and I hand over to you, Norbert.

Norbert Winkeljohann

Executives
#82

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 their questions. So 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. Oswald had presented a motion with regard to ratification of the Board of Management and Supervisory Board actions individually. And this is something that I will first vote on this before we turn to the vote on the agenda items. To avoid any misunderstanding, 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. And when it comes to the ratification of the act, this will be done separately. So 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. Oswald's motion should vote yes in the field. And if not, you should focus this on the field called no. And if you want to abstain, and this is now at 4:30, 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 —-- sorry, at 4:32. That's when we will continue. [Break]

Norbert Winkeljohann

Executives
#83

Ladies and gentlemen 4:34. 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 are 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. So we're going to now begin counting the votes. And once I have the results, I will announce the results. And I'd again like to interrupt once again. The notary public will also be overseeing the counting of the votes. [Break]

Norbert Winkeljohann

Executives
#84

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 to 46.9% of the share capital. 16,767,174 votes in favor, that's 3.49% and 463,591,111 votes against, that amounts to 96.51%. We also had 103,355,906 abstentions. And here, we see 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 the Supervisory Board, and we see that this accounts for 48.9% of the share capital. Then we have 16,776,174 votes in favor or 3.49% and 463,590,264 votes against, 96.51%. And 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 and we talk about the votes have been entered into the system. And here, we see the instructions that have been taken into account. And 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 and Supervisory Board were published on the 4th of March with the notice to the ASM. You will find them in the 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. And if the election does not receive the necessary majority, then the countermeasures or the election process will be dealt with. If that is the case, then, of course, these counterproposals or the election process will become moved. With regard to the ratification of the acts of the Board of Management and 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, 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. So please remember that your votes and your instructions can take some time through the Internet, and that's why we will do so as possible. So now we will interrupt once again very briefly, and we will continue then at 5:00 p.m. [Break]

Norbert Winkeljohann

Executives
#85

Ladies and gentlemen, it's 5:00, and we're going to continue our ASM just like I announced. Voting via absentee ballot 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 the 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 vote. 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. [Break]

Norbert Winkeljohann

Executives
#86

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 ends 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 pieces of information are part of my resolutions and announcements. Thus, the established resolutions and announcements include all information required according to Section 130 subsection 2, sentence 2 of the Stock Corporation law. 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 4th March this year. On Item 1, the ASM has adopted the draft resolution concerning the appropriation of profits with a vote of 98.63%. On Item 2, ratification of the acts of the members of the Management Board, the ASM adopted the draft resolution with 96.65%. And 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 3 on the agenda, ratification of the acts of the Supervisory Board. The ASM had 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 4, elections to the Supervisory Board, the ASM has adopted the proposed resolution namely to elect Marcel Smith at 97.89%. And as far as Alfred is concerned, the ASM adopted at 92.3%. Congratulations to the two, I'm looking forward to cooperating with the two gentlemen. Item 5, 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 potential auditor's review of the half yearly financial report and the interim financial report for the third quarter of fiscal '26. The ASM has adopted the proposed resolution at 99.78%. On Item 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 '27. Here, the ASM has adopted the proposed resolution at 99.87%. I would like to congratulate the ladies and gentlemen from PricewaterhouseCoopers for the election. Ladies and gentlemen, this means that the voting results have thus settled all the countermotions, 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. And I would also like to extend my cordial thanks to all staff members who have prepared the answers to the question 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 '27. Once again, thank you very much for your attendance and the interest you show in our company. I would like to 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. [Portions of this transcript that are marked [Interpreted] were spoken by an interpreter present on the live call.]

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