Answers to frequently asked questions on registered shares 
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collectQ_A_Namensaktien_englisch_200907.pdf FAQ regarding transition to registered sharespdf
On August 1, 1863 businessman Friedrich Bayer and master dyer Johann Friedrich Weskott established a dyestuffs factory in Barmen, now a part of Wuppertal. Soon afterwards, in 1865, the two men purchased an interest in a coal tar dye factory in the United States and began exporting intermediates. In 1876 a dyestuffs factory was opened in Moscow. The descendants of Bayer and Weskott established the joint stock company Farbenfabriken vorm. Friedr. Bayer & Co. on July 1, 1881. The Flers plant in northern France started production in 1883. In 1884 the chemist Carl Duisberg began his career at Bayer. Under his management, Bayer scientists made pioneering discoveries. The Pharmaceutical Department was established in 1888. In 1891 the Leverkusen site was purchased. Bayer researcher Dr. Felix Hoffmann first synthesized acetylsalicylic acid in a chemically pure and stable form in 1897. Aspirin® was registered as a trademark in 1899 and became the world's favorite pain killer. In 1912 the company's headquarters were transferred to Leverkusen. Farbenfabriken vorm. Friedr. Bayer & Co. merged with other companies to form I.G. Farbenindustrie AG in 1925. Leverkusen became the main production center of the I.G.'s Lower Rhine operating consortium. Following the Second World War, the Allies seized and later broke up I.G. Farben. Bayer was re-established as Farbenfabriken Bayer AG in 1951 and changed its name to Bayer AG in 1972. The push for expansion as an international health care and chemicals group began.
Bayer is a global enterprise with core competencies in the fields of health care, nutrition and high-tech materials. Our products and services are designed to benefit people and improve their quality of life. At the same time we want to create value through innovation, growth and improved earning power.
As of December 31, 2010 the number of employees in the Bayer Group was 111,400.
FTE* | |
Europe | 54,300 |
- there of Germany | 36,200 |
North America | 16,400 |
Asia / Pacific | 24,600 |
Latin America / Middle East / Africa | 16,100 |
2009 figures restated
The number of employees on either permanent or fixed-term contracts is stated in full-time equivalents, with part-time employees included on a pro-rata basis in line with their contractual working hours. By contrast to the previous year, the figures in the above table include fixed-term employees but not trainees.
For fiscal 2010 the Bayer Group reported net sales of € 35,088 million and a net income of € 1,301 million.
The consolidated financial statements of the Bayer Group as of December 31, 2010, were prepared by Bayer AG according to the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB), London, as endorsed by the European Union and in effect at the closing date; the Interpretations of the IFRS Interpretations Committee; and the applicable further requirements of Section 315a of the German Commercial Code.
The fiscal year is the calendar year.
Bayer welcomes the Corporate Governance Code. Our commitment to these principles in the interest of value creation dates from long before.
Declaration of Conformity 2011 PDF / 188 KB collectEntsprechenserklaerung_2011_e.pdf Corporate Governance Declaration of Conformity 2011pdf
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The Bayer stock was listed for the first time on November 12, 1953 on the Frankfurt Stock Exchange.
Under the German Securities Trading Act (Wertpapierhandelsgesetz), holders of voting securities of a listed German company must notify that company of the level of their holding whenever it reaches, exceeds or falls below specified thresholds. These thresholds are 3, 5, 10, 15, 20, 25, 30, 50 and 75 percent of the company’s outstanding voting securities.
By letter dated on September 10, 2010 the announcing entity BlackRock, Inc., New York, U.S.A., has notified us, the issuer Bayer AG, 51373 Leverkusen, Germany, pursuant to Article 21, Section 1 of the Securities Trading Act (Wertpapierhandelsgesetz - “WpHG”) as follows:
The amount of voting rights of BlackRock, Inc. in Bayer AG exceeded the threshold of 5% on September 6, 2010 and amounts to 5.03% (41,569,101 voting rights) on that day. All of the voting rights are attributable to BlackRock, Inc. pursuant to Article 22 Section 1 Sentence 1 No 6 in connection with Sentence 2 WpHG.
On December 1, 2009, Capital Research and Management Company, Los Angeles, USA, has informed us according to Article 21, Section 1 of the WpHG that via shares its Voting Rights on Bayer Aktiengesellschaft, Leverkusen, Deutschland, ISIN: DE000BAY0017, WKN: BAY001, have fallen below the 10% limit of the Voting Rights on November 26, 2009 and on that day amounted to 9.97% (this corresponds to 82483440 Voting Rights).
According to Article 22, Section 1, Sentence 1, No. 6 of the WpHG, 9.97% of the Voting Rights (this corresponds to 82483440 Voting Rights) were attributed to Capital Research and Management Company. Of those 9.97% Voting Rights (corresponds to 82483440 Voting Rights) 4.16% of the Voting Rights (this corresponds to 34400827 Voting Rights) were held by EuroPacific Growth Fund, Los Angeles, USA, which is thus a stockholder holding directly 3% or more of the Voting Rights in Bayer AG.
At present, no other shareholder has notified us that it has exceeded the German Securities Trading Act's treshold of 3 percent.
To motivate and enhance their performance, Bayer allows its employees to benefit directly from the company's success. We offer three different programs for defined participant groups. Eligibility for the different programs varies with an employee’s position in the company, since people at higher levels of management are considered to have a greater direct influence on the company’s economic performance and thus on the performance of Bayer stock. Bayer therefore offers the stock program Aspire for members of the Board of Management, for other Group Executives (members of the “Group Leadership Circles”), and for other senior managers, and a Stock Participation Program for all other groups of employees.
Information about the dividend for fiscal 2010
Conforming to the proposal of the Board of Management and the Supervisory Board, the Annual Stockholders’ Meeting on April 29, 2011 passed the resolution to pay a dividend for fiscal 2010 of EUR 1.50 per share.
This results in a payout ratio of approximately 36 percent calculated on core earnings per share, which is within the target corridor of 30 to 40 percent (for details on the calculation of core earnings per share, see Chapter 4.3 of the Combined Management Report).The dividend yield calculated on the share price of €55.30 at year end 2010 amounts to 2.7 percent and the total dividend payment to €1,240 million.
The next Ordinary Stockholders' Meeting of Bayer AG will take place on Friday, April 27, 2012.
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