

| BAYER AG | 12/05/2009 AGM | |
|---|---|---|
| 1 | Receive the Annual Report, approve the dividend | For |
| 2 | Discharge the Management Board | For |
| 3 | Discharge the Supervisory Board | For |
| 4 | Authorise Share Repurchase | For |
| 5 | Approve conversion of bearer shares to registered shares and related amendments to the articles of association | For |
| 6 | Amend Articles: Consent for the transmission of information by means of data telecommunication | For |
| 7 | Appoint the auditors | For |