Cohen Milstein Sellers & Toll PLLC Announces Summary Notice of (I) Proposed Class Action Settlement; (II) Settlement Hearing; and (III) Motion for Attorneys’ Fees and Litigation Expenses to All Persons and Entities That Purchased or Otherwise Acquired Bayer American Depositary Receipts from May 23, 2016 to July 6, 2020, Inclusive

July 21, 2025

CHICAGO, July 21, 2025  —

UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA
SAN FRANCISCO DIVISION

TO:     All persons who purchased or acquired Bayer Aktiengesellschaft (“Bayer”) American Depositary Receipts (“ADRs”) from May 23, 2016 to July 6, 2020, inclusive (the “Class Period”), and were damaged thereby (the “Class”). ¹

• PLEASE READ THIS NOTICE CAREFULLY; YOUR RIGHTS WILL BE AFFECTED BY A CLASS ACTION LAWSUIT PENDING IN THIS COURT.

YOU ARE HEREBY NOTIFIED, pursuant to Rule 23 of the Federal Rules of Civil Procedure and an Order of the United States District Court for the Northern District of California, that Court-appointed Class Representatives Sheet Metal Workers’ National Pension Fund and International Brotherhood of Teamsters Local No. 710 Pension Fund (collectively, “Lead Plaintiffs”), and additional named plaintiff International Union of Operating Engineers Pension Fund of Eastern Pennsylvania and Delaware (collectively with Lead Plaintiffs, “Plaintiffs”), on behalf of themselves and the other members of the certified Class; and Defendants Bayer Aktiengesellschaft (“Bayer” or the “Company”), Werner Baumann, Werner Wenning, Liam Condon, Johannes Dietsch, and Wolfgang Nickl (collectively with Bayer, “Defendants”), have reached a proposed settlement of the above-captioned class action (the “Action”) and related claims in the amount of $38,000,000 in cash (the “Settlement”) that, if approved, will resolve all claims in the Action.

A hearing will be held on October 30, 2025 at 1:30 p.m., before the Honorable Richard Seeborg either in person at the U.S. District Court for the Northern District of California, San Francisco Courthouse, Courtroom 3 – 17th Floor, 450 Golden Gate Avenue, San Francisco, CA 94102, or by telephone or videoconference, to determine (i) whether the proposed Settlement should be approved as fair, reasonable, and adequate; (ii) whether the Action should be dismissed with prejudice against Defendants, and the Releases specified and described in the Stipulation and Agreement of Settlement dated April 23, 2025 (and in the Notice), should be granted; (iii) whether the proposed Plan of Allocation should be approved as fair and reasonable, and (iv) whether Lead Counsel’s application for an award of attorneys’ fees and Litigation Expenses should be approved. The Court may change the date of the Settlement Hearing, or hold it remotely, without providing another notice. You do NOT need to attend the Settlement Hearing to receive a distribution from the Net Settlement Fund.

 If you are a member of the Class, your rights will be affected by the proposed Settlement, and you may be entitled to a monetary payment from the Settlement. If you have not yet received the Notice and Proof of Claim and Release Form (“Claim Form”), you may obtain copies of these documents by contacting the Claims Administrator at Bayer Securities Litigation, c/o A.B. Data, Ltd., P.O. Box 173084, Milwaukee, WI 53217; calling toll-free (800) 524-0614; or emailing info@BayerADRSecuritiesLitigation.com. Copies of the Notice and Claim Form can also be downloaded from the Settlement website, www.BayerADRSecuritiesLitigation.com. 

If you are a member of the Class, to be eligible to receive a payment from the Settlement, you must submit a Claim Form to the Claims Administrator postmarked (or submitted online) no later than October 16, 2025. If you are a Class Member and do not submit a proper Claim Form, you will not be eligible to receive a payment from the Settlement but you will nevertheless be bound by any judgments or orders entered by the Court in the Action.

If you previously submitted a request for exclusion from the Class in connection with the Class Notice mailed in 2023 and want to opt back into the Class and be eligible to receive a payment, you must request to opt back into the Class by submitting a written request in accordance with the instructions in the Settlement Notice such that the request is received no later than October 9, 2025. If you previously excluded yourself from the Class in connection with the Class Notice and do not opt back into the Class, you will not be bound by any judgments or orders entered by the Court related to the Settlement, whether favorable or unfavorable, and you will not be eligible to share in the distribution of the Net Settlement Fund.

Any objections to the proposed Settlement, the proposed Plan of Allocation, or Lead Counsel’s motion for attorneys’ fees and Litigation Expenses, must be filed with the Court and delivered to Lead Counsel and Defendants’ Counsel such that they are received no later than October 9, 2025, in accordance with the instructions set forth in the Notice.

 Please do not contact the Court, the Clerk’s Office, Defendants, or their counsel regarding this notice. All questions about this notice, the proposed Settlement, or your eligibility to participate in the Settlement should be directed to the Claims Administrator or Lead Counsel.

Requests for the Notice and Claim Form should be made to:

Bayer ADR Securities Litigation
c/o A.B. Data, Ltd.
P.O. Box 173084
Milwaukee, WI 53217
Tel.: (800) 524-0614
info@BayerADRSecuritiesLitigation.com
www.BayerADRSecuritiesLitigation.com

Inquiries, other than requests for the Notice and Claim Form or for information about the status of a claim, may also be made to Lead Counsel:

Cohen Milstein Sellers & Toll PLLC
Attn: Carol V. Gilden
200 S. Wacker Drive
Suite 2375
Chicago, IL 60606
Tel.: (312) 357-0370
Email: cgilden@cohenmilstein.com

Dated: July 21, 2025                                                                                                                                      By Order of the Court

¹ Certain persons and entities are excluded from the Class by definition as set forth in the full Notice of (I) Proposed Class Action Settlement; (II) Settlement Hearing; and (III) Motion for Attorneys’ Fees and Litigation Expenses (the “Notice”), available at www.BayerADRSecuritiesLitigation.com.  All capitalized terms not otherwise defined in this Notice have the meanings given in the Stipulation and Agreement of Settlement, dated as of April 23, 2025 (the “Stipulation”). The Stipulation is available for Class Members to review at the above website.

SOURCE Cohen Milstein Sellers & Toll PLLC