The capital stock of Bayer AG totaling EUR 1,956,715,315.20 is divided into 764,341,920 no-par shares. In view of the class of stock (bearer shares), the company does not have a share register like companies that issue registered shares. Data on its ownership structure therefore have to be compiled by conducting special surveys.
An international survey conducted in October 2007 which included around 970 institutional investors covered 73 percent of the capital stock. The following regional overview of stock ownership is based on the results of this survey.
Non-German investors hold 78 percent of the capital stock identified in the latest survey, reflecting the Bayer Group’s international presence and the significance of its stock on international financial markets. The U.S.A. and the U.K. account for the largest proportion of non-German-owned stock.
Basis: 558,605,829 identified shares (73 percent of the capital stock)
Source: D.F. King Ltd., October 2007
As of December 31, 2007, 1.02 percent of the company’s capital stock was held by employees in German securities accounts. These shares are not included in the above survey.
Bayer offers a range of stock programs to enable employees to participate in the success of the company.
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.
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.
The Capital Group Companies, Inc., U.S.A., has notified us pursuant to Section 21, Paragraph 1 of the German Securities Trading Act (WpHG) that the proportion of voting rights it holds in our company exceeded the 10 percent threshold on September 19, 2006 and that since that date it has held 10.0179 percent of the voting rights. The Capital Research and Management Company, U.S.A., which according to our information is a subsidiary of The Capital Group Companies, Inc., also has notified us that the proportion of voting rights it holds in our company exceeded the 10 percent threshold on November 8, 2006 and that since that date it has held 10.0852 percent of the voting rights.
At present, no other shareholder has notified us that it has exceeded the German Securities Trading Act's treshold of 3 percent.