General: On 14 September 2016, Bayer signed a definitive merger agreement with Monsanto Company, which provides for Bayer’s acquisition of all outstanding shares in Monsanto against a cash payment of USD 128.00 per share, see section 3.1 for details. Under German law, the transaction is not subject to shareholder approval. The shareholders of Monsanto approved the merger with the requisite majority on 13 December 2016. However, the transaction remains subject to customary closing conditions, including relevant antitrust and other regulatory approvals. The European Commission, has approved the deal on 21 March 2018 under certain conditions, see section 3.1 for details.
Item 4: We recommend to oppose the election of Prof. Dr. Winkeljohann to the Supervisory Board due to our concerns over the insufficient independent representation on the Board.