Bayer CropScience Limited will conduct its 68th Annual General Meeting (AGM) via video conferencing (VC) and other audio-visual means (OAVM) on Wednesday, August 19, 2026, at 11:30 a.m. IST. The meeting will be held without the physical presence of members at a common venue, in compliance with circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India (SEBI). The Board of Directors has recommended a final dividend of ₹60 per equity share for the financial year ended March 31, 2026, subject to shareholder approval at the AGM.

The company has fixed Wednesday, August 5, 2026, as the record date to determine shareholder eligibility for the dividend payout and participation in the AGM. Consequently, the Register of Members and Share Transfer Books will remain closed from Thursday, August 6, 2026, to Thursday, August 13, 2026 (both days inclusive). If declared at the AGM, the dividend will be paid on or after Thursday, September 3, 2026, to members whose names appear in the Register of Members as on the record date.

Electronic Voting and Document Access

Shareholders will have the opportunity to cast their votes remotely on the business items through an electronic voting system. The company will send electronic copies of the AGM notice and Annual Report for FY 2025-26 to shareholders whose email addresses are registered with the company or depository participants. Physical copies will be sent only to members who request them. The documents will also be available on the company’s website at www.bayer.in , BSE Limited’s website, and NSDL’s website.

The company has made special arrangements with its Registrar and Share Transfer Agent, MUFG Intime India Private Limited, for email registration. Eligible members whose email addresses are not registered must provide them to MUFG Intime on or before Wednesday, August 12, 2026, by 5:00 p.m. IST.

Dividend Payment and Compliance

The dividend will be paid electronically to shareholders who have updated their bank account details. SEBI mandates that dividends for shareholders holding shares in physical form must be paid only through electronic mode if the folio is KYC compliant. Non-compliance regarding PAN, nomination, contact details, mobile number, bank details, or specimen signatures will delay payment until all information is furnished.

Under the Income Tax Act, 2025, the dividend is taxable in the hands of shareholders, and the company is required to deduct tax at source (TDS) at prescribed rates. Shareholders must submit necessary documents, such as a Tax Residency Certificate for non-residents seeking benefits under Double Tax Avoidance Agreements, to dividend.india@bayer.com by Wednesday, August 5, 2026, to ensure correct TDS deduction.

Key AGM and Dividend Details

Bayer AG has agreed to acquire up to 53,54,030 equity shares from Bayer CropScience AG, representing 11.91% of the paid-up equity share capital of Bayer CropScience Limited . The inter-se transfer between two promoters will be executed through the block deal mechanism on or after July 8, 2026. The transaction is exempt from the requirement to make an open offer under Regulation 10(1)(a)(ii) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

The acquisition price will not exceed the limits provided in the proviso to Regulation 10(1)(a) of the Takeover Regulations. The volume weighted average market price for the 60 trading days preceding the notice was INR 4,434 per share. Bayer AG confirmed that the acquisition price would not be higher by more than 25% of this computed price.

Shareholding Pattern

Following the transaction, Bayer AG's shareholding will increase from 8.43% to 20.34%. Bayer CropScience AG will cease to hold shares in the target company, reducing its stake from 11.91% to 0%. The total promoter group shareholding, including Persons Acting in Concert (PACs), remains at 71.43%.

Regulatory Disclosures

Bayer AG and Bayer CropScience AG have confirmed compliance with applicable disclosure requirements in Chapter V of the Takeover Regulations. The acquirer declared that all conditions specified under Regulation 10(1)(a)(ii) regarding the exemption have been duly complied with. The disclosures were signed by authorized signatories Markus Goblet and Dr. Sven Vorstius on July 1, 2026.