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.
Please find below the notifications received by the company since January 2005. At present, no other shareholder has notified us that it has crossed any of the German Securities Trading Act's tresholds.
Under our Articles of Association, each of our ordinary shares represents one vote. Major shareholders do not have different voting rights.
December 2008
On December 23, 2008, Allianz SE, Munich, Germany, has informed us according to Article 21, Section 1 of the WpHG that its Voting rights on Bayer Aktiengesellschaft, Leverkusen, Germany, fell below the threshold of 3% on December 19, 2008 and on that date amount to 2.62 % (20,022,232 voting rights). According to Article 22, Section 1, Sentence 1, No. 1 of the WpHG, 2.61% (19,982,730 voting rights) and according to Article 22, Section 1, Sentence 1, No. 6 of the WpHG, 0.01 percent (39,502 voting rights) are to be attributed to the company.
At the same time Allianz SE, Munich, Germany, has informed us according to Article 21, Section 1 of the WpHG in conjunction with Article 24 of the WpHG that the proportion of voting rights held by Allianz Deutschland AG, Munich, Germany, in Bayer Aktiengesellschaft, Leverkusen, Germany, fell below the threshold of 3 % on December 19, 2008, and on that date amounted to 2.48 % (18,951,030 voting rights). According to Article 22, Section 1, Sentence 1, No. 1 of the WpHG, those Voting Rights are to be attributed to Allianz Deutschland AG.
December 2008
On December 8, 2008, Allianz SE, Munich, Germany, has informed us according to Article 21, Section 1 of the WpHG that its Voting Rights on Bayer Aktiengesellschaft, Leverkusen, Germany, exceeded the threshold of 3% on December 3, 2008 and on that date amount to 3.53% (26,965,079 Voting Rights). According to Article 22, Section 1, Sentence 1, No. 1 of the WpHG, 3.52% (26,925,577 Voting Rights) and according to Article 22, Section 1, Sentence 1, No. 6 of the WpHG, 0.01% (39,502 Voting Rights) are to be attributed to the company. Besides, the Voting Rights of Allianz Deutschland AG, Munich, Germany, whose Voting Rights amounts to 3% or more, are to be attributed to the company.
On December 8, 2008 , Allianz Deutschland AG, Munich, Germany, has informed us according to Article 21, Section 1 of the WpHG that its Voting Rights on Bayer Aktiengesellschaft, Leverkusen, Germany, exceeded the threshold of 3% on December 3, 2008 and now amount to 3.39% (25,906,377 Voting Rights). According to Article 22, Section 1, Sentence 1, No. 1 of the WpHG, those Voting Rights are to be attributed to the company.
On October 17, 2008, Capital World Growth and Income Fund, Inc., Los Angeles, USA has informed us according to Article 21, Section 1 of the WpHG that the stake in the voting Rights in Bayer Aktiengesellschaft, Leverkusen, Deutschland, fell below the threshold of 3 % on October 13, 2008. On that date Capital World Growth and Income Fund, Inc., Los Angeles held 2.98 % in relation to all voting rights (voting rights arising from 22,775,500 ordinary shares (Stammaktien)).
On July 16, 2008, the Credit Suisse Group, Zürich, Switzerland, notified us of the following pursuant to Section 21, Paragraph 1, and Section 24 of the German Securities Trading Act (WpHG) in its own name and in the name and on behalf of the following company:
1. The proportion of voting rights held by Credit Suisse, Zürich, Switzerland, in Bayer AG, Leverkusen, Germany, fell below the 3 percent threshold on July 9, 2008, and on that date amounted to 2.876 percent (21,983,257 voting rights). 2.559 percent (19,557,274 voting rights) are attributable to this company pursuant to Section 22, Paragraph 1, Sentence 1, No. 1 of the German Securities Trading Act and 0.317 percent (2,425,983 voting rights) are attributable to it pursuant to Section 22, Paragraph 1, Sentence 1, No. 6 in conjunction with Section 22, Paragraph 1, Sentence 2 of the German Securities Trading Act.
2. The proportion of voting rights held by Credit Suisse Group, Zürich, Switzerland, in Bayer AG also fell below the 3 percent threshold on July 9, 2008 and on that date amounted to 2.914 percent (22,271,641 voting rights). 2.560 percent (19,565,376 voting rights) are attributable to this company pursuant to Section 22, Paragraph 1, Sentence 1, No. 1 of the German Securities Trading Act and 0.354 percent (2,706,265 voting rights) are attributable to it pursuant to Section 22, Paragraph 1, Sentence 1, No. 6 in conjunction with Section 22, Paragraph 1, Sentence 2 of the German Securities Trading Act.
3. The chain of controlling companies is as follows (beginning with the lowest company): Credit Suisse and Credit Suisse Group.
On June 30, 2008, Capital World Growth and Income Fund, Inc., Los Angeles, USA has informed us according to Article 21, Section 1 of the WpHG that the stake in the voting Rights in Bayer Aktiengesellschaft, Leverkusen, Deutschland, ISIN: DE0005752000, WKN: 575200, exceeded the threshold of 3% on June 24, 2008. On that date Capital World Growth and Income Fund, Inc., Los Angeles, USA held 3.11% in relation to all voting rights (voting rights arising from 23,775,500 ordinary shares (Stammaktien)).
On May 13, 2008 , Allianz SE, München, Deutschland, notified us pursuant to Section 21, Paragraph 1 of the German Securities Trading Act (WpHG) that its proportion of voting rights on Bayer Aktiengesellschaft, Leverkusen, Deutschland, fell below the 3 percent threshold of the voting rights on May 6, 2008, and on that date amounted to 2.580 percent (19,716,295 voting rights). 2,579 percent (19,711,331 voting rights) are attributable to the company pursuant to Section 22, Paragraph 1, Sentence 1, No. 1 WpHG and 0.001 percent (4,964 voting rights) are attributable to it persuant to Section 22, Paragraph 1, Sentence 1, No. 6 WpHG.
At the same time Allianz SE, München, Deutschland, notified us pursuant to Section 21, Paragraph 1 of the German Securities Trading Act (WpHG) in conjunction with Section 24 WpHG that the proportion of voting rights held by Allianz Deutschland AG, München, Deutschland, in Bayer Aktiengesellschaft fell below the 3 percent threshold on May 6, 2008, and on that date amounted to 2.386 percent (18,235,000 voting rights). These voting rights are attributable to Allianz Deutschland AG pursuant to Section 22, Paragraph 1, Sentence 1, No. 1 WpHG.
On May 6, 2008, the Credit Suisse Group, Zürich, Switzerland, notified us of the following pursuant to Section 21, Paragraph 1, and Section 24 of the German Securities Trading Act (WpHG) in its own name and in the name and on behalf of the following companies:
1. The proportion of voting rights held by Credit Suisse, Zürich, Switzerland, in Bayer AG exceeded the 3 percent threshold on April 30, 2008, and on that date amounted to 3.199 percent (24,451,126 voting rights). 2.836 percent (21,679,235 voting rights) are attributable to this company pursuant to Section 22, Paragraph 1, Sentence 1, No. 1 of the German Securities Trading Act and 0.363 percent (2,771,891 voting rights) are attributable to it pursuant to Section 22, Paragraph 1, Sentence 1, No. 6, in conjunction with Section 22, Paragraph 1, Sentence 2 of the German Securities Trading Act.
2. The proportion of voting rights held by Credit Suisse Group, Zürich, Switzerland, in Bayer AG also exceeded the 3 percent threshold on April 30, 2008 and on that date amouned to 3.239 percent (24,753,689 voting rights). 2.837 percent (21,684,887 voting rights) are attributable to this company pursuant to Section 22, Paragraph 1, Sentence 1, No. 1 of the German Securities Trading Act and 0.401 percent (3,068,802 voting rights) are attributable to it pursuant to Section 22, Paragraph 1, Sentence 1, No. 6, in conjunction with Section 22, Paragraph 1, Sentence 2 of the German Securities Trading Act.
3. The chain of controlling companies is as follows (beginning with the lowest company): Credit Suisse and Credit Suisse Group.
On May 6, 2008, the Credit Suisse Group, Zürich, Switzerland, notified us of the following pursuant to Section 21, Paragraph 1, and Section 24 of the German Securities Trading Act (WpHG) in its own name and in the name and on behalf of the following companies:
1. The proportion of voting rights held by Credit Suisse Securities (Europe) Limited, London, U.K., in Bayer AG, Leverkusen, Germany, fell below the 3 percent threshold on April 29, 2008, and on that date amounted to 1.955 percent (14,945,394 voting rights).
2. As a result of the aforementioned falling below the 3 percent threshold by Credit Suisse Securities (Europe) Limited, the proportion of voting rights held by its affiliated companies Credit Suisse (International) Holding AG, Zug, Switzerland, Credit Suisse Investments (UK), London, U.K., and Credit Suisse Investment Holdings (UK), London, U.K., in Bayer AG, Leverkusen, Germany, also fell below the 3 percent threshold and on April 29, 2008, amounted to 1.955% (14,945,394 voting rights). Pursuant to Section 22, Paragraph 1, Sentence 1, No.1 of the German Securities Trading Act, all of these voting rights are fully attributable to the companies mentioned in this section.
3. The proportion of voting rights held by Credit Suisse, Zürich, Switzerland, in Bayer AG also fell below the 3 percent threshold on April 29, 2008, and on that date amounted to 2.730 percent (20,868,551 voting rights). 2.368 percent (18,096,660 voting rights) are attributable to this company pursuant to Section 22, Paragraph 1, Sentence 1, No. 1 of the German Securities Trading Act and 0.363 percent (2,771,891 voting rights) are attributable to it pursuant to Section 22, Paragraph 1, Sentence 1, No. 6, in conjunction with Section 22, Paragraph 1, Sentence 2 of the German Securities Trading Act.
4. The proportion of voting rights held by Credit Suisse Group, Zürich, Switzerland, in Bayer AG also fell below the 3 percent threshold on April 29, 2008, and on that date amounted to 2.770 percent (21,172,814 voting rights). 2.369 percent (18,104,012 voting rights) are attributable to this company pursuant to Section 22, Paragraph 1, Sentence 1, No. 1 of the German Securities Trading Act and 0.401 percent (3,068,802 voting rights) are attributable to it pursuant to Section 22, Paragraph 1, Sentence 1, No. 6, in conjunction with Section 22, Paragraph 1, Sentence 2 of the German Securities Trading Act.
5. The chain of controlling companies is as follows (beginning with the lowest company): Credit Suisse Securities (Europe) Ltd., Credit Suisse Investment Holdings (UK), Credit Suisse Investments (UK), Credit Suisse (International) Holding AG, Credit Suisse and Credit Suisse Group.
On May 5, 2008, the Credit Suisse Group, Zürich, Switzerland, notified us of the following pursuant to Section 21, Paragraph 1, and Section 24 of the German Securities Trading Act (WpHG) in its own name and in the name and on behalf of the following companies:
1. The proportion of voting rights held by Credit Suisse Securities (Europe) Limited, London, U.K., in Bayer AG, Leverkusen, Germany, exceeded the 3 percent threshold on April 28, 2008 and on that date amounted to 3.36 percent (25,710,694 voting rights).
2. As a result of the aforementioned exceeding of the 3 percent threshold by Credit Suisse Securities (Europe) Limited, the proportion of voting rights held by its affiliated companies Credit Suisse (International) Holding AG, Zug, Switzerland, Credit Suisse Investments (UK), London, U.K., and Credit Suisse Investment Holdings (UK), London, U.K., in Bayer AG, Leverkusen, Germany, also exceeded the 3 percent threshold and on April 28, 2008, amounted to 3.36 percent (25,710,694 voting rights). Pursuant to Section 22, Paragraph 1, Sentence 1, No.1 of the German Securities Trading Act, all of these voting rights are fully attributable to the companies mentioned in this section.
3. The proportion of voting rights held by Credit Suisse, Zürich, Switzerland, in Bayer AG also exceeded the 3 percent threshold on April 28, 2008, and on that date amounted to 3.88 percent (29,684,770 voting rights). 3.52 percent (26,922,733 voting rights) are attributable to this company pursuant to Section 22, Paragraph 1, Sentence 1, No. 1 of the German Securities Trading Act and 0.36 percent (2,762,037 voting rights) are attributable to it pursuant to Section 22, Paragraph 1, Sentence 1, No. 6, in conjunction with Section 22, Paragraph 1, Sentence 2 of the German Securities Trading Act.
4. The proportion of voting rights held by Credit Suisse Group, Zürich, Switzerland, in Bayer AG also exceeded the 3 percent threshold on April 28, 2008, and on that date amounted to 3.92 percent (29,986,301 voting rights). 3.52 percent (26,928,781 voting rights) are attributable to this company pursuant to Section 22, Paragraph 1, Sentence 1, No. 1 of the German Securities Trading Act and 0.40 percent (3,057,520 voting rights) are attributable to it pursuant to Section 22, Paragraph 1, Sentence 1, No. 6, in conjunction with Section 22, Paragraph 1, Sentence 2 of the German Securities Trading Act.
5. The chain of controlling companies is as follows (beginning with the lowest company): Credit Suisse Securities (Europe) Ltd., Credit Suisse Investment Holdings (UK), Credit Suisse Investments (UK), Credit Suisse (International) Holding AG, Credit Suisse and Credit Suisse Group.
On April 21, 2008 , Allianz SE, München, Deutschland has informed us according to Article 21, Section 1 of the WpHG that its Voting Rights on Bayer Aktiengesellschaft, Leverkusen, Deutschland, ISIN: DE0005752000, WKN: 575200, have exceeded the 3% limit of the Voting Rights on April 17, 2008 and now amount to 3.32% (this corresponds to 25377986 Voting Rights). According to Article 22, Section 1, Sentence 1, No. 1 of the WpHG, 3.31% of the Voting Rights (this corresponds to 25287579 Voting Rights) and according to Article 22, Section 1, Sentence 1, No. 6 of the WpHG, 0.01% of the Voting Rights (this corresponds to 90407 Voting Rights) are to be attributed to the company. Besides, the Voting Rights of Allianz Deutschland AG, Munich, Germany, whose Voting Rights amounts to 3% or more, are to be attributed to the company.
On April 21, 2008 , Allianz Deutschland AG, München, Deutschland has informed us according to Article 21, Section 1 of the WpHG that its Voting Rights on Bayer Aktiengesellschaft, Leverkusen, Deutschland, ISIN: DE0005752000, WKN: 575200, have exceeded the 3% limit of the Voting Rights on April 17, 2008 and now amount to 3.12% (this corresponds to 23811248 Voting Rights).According to Article 22, Section 1, Sentence 1, No. 1 of the WpHG, 3.12% of the Voting Rights (this corresponds to 23811248 Voting Rights) are to be attributed to the company.
Fidelity Investments International, Hildenborough, Great Britain, has notified us retroactively pursuant to section 21 (1) WpHG of the following:
On 19th March 2007 Fidelity Investments International exceeded the threshold of 3 % of the voting rights in Bayer AG, 51368 Leverkusen, Germany. On that date, Fidelity Investments International held 3.10 % of the voting rights in Bayer AG arising from 23,695,586 voting rights. All voting rights in Bayer AG were attributed to Fidelity Investments International pursuant to section 22 (1) sent. 1 no. 6 WpHG. In addition, on 24th December 2007 Fidelity Investments International crossed below the threshold of 3 % of the voting rights in Bayer AG, 51368 Leverkusen, Germany. On that date, Fidelity Investments International held 2.96% of the voting rights in Bayer AG arising from 22,636,940 voting rights. All voting rights in Bayer AG were attributed to Fidelity Investments International pursuant to section 22 (1) sent. 1 no. 6 WpHG.
Fidelity Investment Management Limited, Hildenborough, Great Britain, has notified us retroactively pursuant to section 21 (1) WpHG of the following:
On 19th March 2007 Fidelity Investment Management Limited exceeded the threshold of 3 % of the voting rights in Bayer AG, 51368 Leverkusen, Germany. On that date, Fidelity Investment Management Limited held 3.12 % of the voting rights in Bayer AG arising from 23,821,586 voting rights. All voting rights in Bayer AG were attributed to Fidelity Investment Management Limited pursuant to section 22 (1) sent. 1 no. 6 WpHG in connection with sent. 2 WpHG. In addition, on 24th December 2007 Fidelity Investment Management Limited crossed below the threshold of 3 % of the voting rights in Bayer AG, 51368 Leverkusen, Germany. On that date, Fidelity Investment Management Limited held 2.97% of the voting rights in Bayer AG arising from 22,723,310 voting rights. All voting rights in Bayer AG were attributed to Fidelity Investment Management Limited pursuant to section 22 (1) sent. 1 no. 6 WpHG in connecton with sent. 2 WpHG.
Fidelity International Limited, Hamilton, Bermuda, has notified us retroactively pursuant to section 21 (1) WpHG of the following:
On 19th March 2007 Fidelity International Limited exceeded the threshold of 3 % of the voting rights in Bayer AG, 51368 Leverkusen, Germany. On that date, Fidelity International Limited held 3.12 % of the voting rights in Bayer AG arising from 23,821,586 voting rights. All voting rights in Bayer AG were attributed to Fidelity International Limited pursuant to section 22 (1) sent. 1 no. 6 WpHG. In addition, on 24th December 2007 Fidelity International Limited crossed below the threshold of 3 % of the voting rights in Bayer AG, 51368 Leverkusen, Germany. On that date, Fidelity International Limited held 2.97% of the voting rights in Bayer AG arising from 22,723,310 voting rights. All voting rights in Bayer AG were attributed to Fidelity International Limited pursuant to section 22 (1) sent. 1 no. 6 WpHG.
The UBS AG, Zürich, Switzerland, has informed us in accordance with Article 21, Section 1 of the Securities Trading Act that the voting rights in our company fell below the threshold of 3 % on May 25, 2007 and on that date amount to 2,98 % (22.789.593 voting rights). On these 0,02 % are to be allocated according to Article 22, Section 1, No. 1 of the Securities Trading Act.
They therefore notify us that on 1st October 2007 FMR LLC. held 4.71 % of the shares/voting rights (shares/voting rights arising of 35,969,100 shares in Bayer AG) and therefore exceeded the threshold of 3 %. All of the shares/voting rights of FMR LLC. are attributed to it pursuant to sec. 22 para. 1. sent. 1 no. 6 and sent. 2 of the German Securities Trading Act.August 2007
FMR Corp., Boston, Massachusetts, USA, has informed us according to Article 21 (1) German Securities Trading Act that its voting rights on our company fall bellow the 5 % threshold on August 13, 2007 and presently amount to 4.99 % (this corresponds to 38,155,761 shares/voting rights). The shares/voting rights are to be attributed to FMR Corp. according to Article 22 (1) 2 German Securities Trading Act in connection with Article 22, (1) 1 No. 6 German Securities Trading Act.