Agenda Overview

From the date of the notice convening the Annual Stockholders’ Meeting, the following documents in particular shall be available together with this notice at http://www.asm2012.bayer.com/:

These documents shall also be available during the Annual Stockholders’ Meeting. In addition, a copy of these documents shall be provided to each stockholder free of charge upon request.

On the date of the notice convening the Annual Stockholders’ Meeting, the Company’s capital stock was composed of 826,947,808 registered shares (no-par-value shares), each of which conveys one vote. In 2011, approximately 65,000 treasury shares of the Company worth EUR 3.9 million were acquired for the purpose of allocating them to employees pursuant to the stock option programs for 2001.

Only those shareholders WHO are entered in the share register and have registered by the required date are eligible to attend the Annual Stockholders’ Meeting and exercise voting rights. Registration must be received by the Company at the latest by 24.00 hours on Friday, April 20, 2012 at the following address:

Bayer Aktiengesellschaft
Stockholder Services
Postfach 14 60
61365 Friedrichsdorf
Germany
Fax: +49 (0)69/2222 -34280
E-mail: bayeraab0c341a6054b038dad4cf742e54f45.hv@6de6457390cb43e792d03e9ed2626131rsgmbh.com

or submitted electronically by accessing the password-protected Annual Stockholders’ Meeting Internet service (hereinafter “Stockholders’ Portal – AGM Service”) at http://www.stockholders-portal.bayer.com/ and following the instructions there.

Access authorization is necessary to use the “Stockholders’ Portal – AGM Service.” The information required to access the “Stockholders’ Portal – AGM Service” (stockholder number and personal access number) will be sent with the Invitation. The “Stockholders’ Portal – AGM Service” is expected to be available from April 3, 2012. This service can only be used by stockholders entered in the share register by no later than Thursday, April 12, 2012 (entry status according to the last transfer entry for this date). However, there are other registration options for stockholders entered in the registry at a later date. Stockholders WHO have already agreed to the Annual Stockholders’ Meeting documents being sent by e-mail will receive an e-mail with the Notice of Meeting as an attachment at the e-mail address they specified.

In accordance with section 67(2)(1) of the AktG, only those stockholders registered as such in the share register shall be deemed to be stockholders of the Company. The entry status of the stockholders in the share register on the date of the Annual Stockholders’ Meeting therefore determines eligibility to attend and the number of voting rights they are entitled to exercise. For technical processing reasons, no transfer entries will be made in the share register in the period from Saturday, April 21, 2012 up to and including Friday, April 27, 2012. Consequently, the entry status of the share register on the date of the Annual Stockholders’ Meeting will be the status after the last transfer entry on Friday, April 20, 2012.

Credit institutions and stockholder associations, as well as persons or associations with equivalent status under section 135 of the AktG, may only exercise the voting rights for shares that do not belong to them, but of which they are registered as the holder in the share register, with the relevant authorization. Details relating to this authorization are provided in section 135 of the AktG.

Further information on the registration process can be found on the registration form sent to stockholders and at http://www.asm2012.bayer.com/.

Admission tickets to the Annual Stockholders’ Meeting will be issued by the required date after receipt of registration unless the stockholders have previously decided to issue a proxy to a proxy holder designated by the Company, or have registered for postal voting.

Registration to attend the Annual Stockholders’ Meeting shall not block the shares for trading. Stockholders shall therefore remain free to dispose of their shares even after registration. Since only those stockholders WHO are entered in the share register on the date of the Annual Stockholders’ Meeting shall be deemed to be stockholders of the Company, the disposal of shares may affect eligibility to attend and the entitlement to exercise voting rights.

Stockholders are requested to note that, owing to the large number of registrations expected for our Annual Stockholders’ Meeting, we can generally only send out a maximum of two admission tickets per stockholder. This shall not apply to the authorization of holders of American Depositary Shares of the Company by the Custodian.

Stockholders’ voting rights may be exercised by proxy, including by a stockholders’ association. Registration by the required date shall also be required in these cases (see “Attendance at the Annual Stockholders’ Meeting and exercise of voting rights” above). The issue of a proxy is permissible both before and during the Annual Stockholders’ Meeting. To issue a proxy, declarations can be made both to the proxy holder and to the Company. In particular, stockholders may declare at the time of registration that they do not intend to attend the Annual Stockholders’ Meeting personally, but wish to be represented by a particular proxy.

Together with the Invitation to the Stockholders’ Meeting, stockholders will receive a registration form that can be used to issue a proxy and issue voting instructions to the proxy holders designated by the Company or to order admission tickets for a proxy holder. A sample registration form will be made accessible to stockholders at http://www.asm2012.bayer.com/. The voting card packet issued on admission to the Annual Stockholders’ Meeting will also include cards for issuing a proxy and, if applicable, issuing voting instructions during the Annual Stockholders’ Meeting. The “Stockholders’ Portal – AGM Service” also includes an (on-screen) form that allows stockholders to issue a proxy and issue voting instructions to proxy holders designated by the Company either when registering or at a later date. The admission tickets issued by the Company also include a form for issuing a proxy.

Stockholders who wish to make use of proxy voting should note the following in particular:

The Company offers its stockholders an opportunity to appoint proxy holders whom IT has designated. The proxy holders designated by the Company will only exercise voting rights on the basis of the issued proxy if they have been issued voting instructions; they are obliged to vote in accordance with the instructions. However, instructions may only be issued regarding resolutions proposed by the Board of Management and/or the Supervisory Board (including any amendments) and resolutions proposed by stockholders announced by means of an addition to the agenda in accordance with section 122(2) of the AktG.

Proxies and voting instructions issued to proxy holders designated by the Company require text form (section 126b of the Bürgerliches Gesetzbuch (German Civil Code – “BGB”)) unless they are issued using the “Stockholders’ Portal – AGM Service.”

Proxies and voting instructions may be issued to proxy holders designated by the Company before the Annual Stockholders’ Meeting by returning the registration form included with the Invitation to the Meeting by mail, or during the Annual Stockholders’ Meeting by using the proxy card included with the voting card packet. Without prejudice to the requirement to register by 24.00 hours on Friday, April 20, 2012 (see “Attendance at the Annual Stockholders’ Meeting and exercise of voting rights” above), if a proxy is issued by mail, IT must be received at the mail address specified above by Thursday, April 26, 2012 (date of mail delivery).

Proxies and voting instructions may also be issued to proxy holders designated by the Company using the registration form sent to stockholders by fax sent to the above-mentioned fax number or electronically using the (on-screen) form available via the “Stockholders’ Portal – AGM Service” (see “Attendance at the Annual Stockholders’ Meeting and exercise of voting rights” above). Without prejudice to the requirement to register by 24.00 hours on Friday, April 20, 2012 (see “Attendance at the Annual Stockholders’ Meeting and exercise of voting rights” above), proxies and voting instructions issued by fax or via the “Stockholders’ Portal – AGM Service” must all be received by 12.00 hours on Thursday, April 26, 2012.

The above-mentioned information on transmission options and deadlines applies accordingly to cancellation of a proxy issued to a proxy holder designated by the Company. Despite already having issued a proxy to a proxy holder designated by the Company, a stockholder WHO wishes to may attend the Annual Stockholders’ Meeting personally or via a representative and represent the relevant shares. In this case, the proxy holder designated by the Company will not exercise the stockholder’s voting rights. The proxy holder designated by the Company will also refrain from exercising the stockholder’s voting rights if the stockholder votes by postal voting (see “Postal voting” below).

Additional information on the issue of proxies and voting instructions to proxy holders designated by the Company can also be found on the registration form sent to stockholders.

The following shall apply if a proxy is issued to a person other than a proxy holder designated by the Company and is not subject to the provisions of section 135 of the AktG (in particular the authorization of credit institutions and stockholder associations): The issue and cancellation of proxies and the notification to the Company must be made in text form (section 126b of the BGB). If the issue or cancellation of proxy is made by means of a declaration to the Company, this may be sent to the above-mentioned address in text form (section 126b of the BGB) or also using the “Stockholders’ Portal – AGM Service” (see “Attendance at the Annual Stockholders’ Meeting and exercise of voting rights”).

In the case of proxies issued within the scope of section 135 of the AktG (in particular the issue of proxy to credit institutions and stockholder associations), text form is not required under section 134(3) sentence 3 of the AktG, nor do the Articles of Incorporation contain specific provisions for such a case. Consequently, the form in which credit institutions and persons or associations of equivalent status under section 135 of the AktG are issued a proxy need only comply with the statutory provisions applicable to this specific type of proxy, in particular the provisions of section 135 of the AktG.

If the proxy is issued by means of a declaration to the Company or if the proxy holder designated by the Company is authorized, additional evidence of authorization shall not be required. However, if the proxy is issued by means of a declaration to the proxy holder, the Company may require evidence of the authorization unless otherwise specified under section 135 of the AktG. Evidence of the authorization may be provided to the Company before the Annual Stockholders’ Meeting.

We offer the following electronic communication methods for providing evidence of the appointment of a proxy: The evidence can be provided to the Company by accessing the “Stockholders’ Portal – AGM Service” and following the instructions there (see “Attendance at the Annual Meeting of Stockholders and exercise of voting rights” above), or by e-mail to bayer5a9a46f1eba643b9a13db27f3b68a812.hv@0d8b38a716414b7caf19d918e7083a53rsgmbh.com. The evidence can be submitted via the “Stockholders’ Portal – AGM Service” until April 26, 2012 (12.00 hours). Evidence of authorization sent by e-mail must include either the name, date of birth, and address of the stockholder, or the stockholder number, so that IT can be correctly allocated. The name and mail address of the designated proxy should also be provided so that the proxy holder may be sent admission tickets.

Stockholders may also cast their votes by mail or electronically without attending the Annual Stockholders’ Meeting (“postal voting”). Registration by the required date is also required in these cases (see “Attendance at the Annual Stockholders’ Meeting and exercise of voting rights” above). Postal voting shall be limited to resolutions proposed by the Board of Management and/or the Supervisory Board (including any amendments) and resolutions proposed by stockholders announced by means of an addition to the agenda in accordance with section 122(2) of the AktG.

Without prejudice to the requirement to register by 24.00 hours on Friday, April 20, 2012 (see “Attendance at the Annual Stockholders’ Meeting and exercise of voting rights” above), the postal vote cast by mail must be received at the above mail address (see “Attendance at the Annual Stockholders’ Meeting and exercise of voting rights”) by Thursday, April 26, 2012 (date of mail delivery).

Postal votes may also be cast by fax to the above-mentioned fax number or electronically using the (on-screen) form available via the “Stockholders’ Portal – AGM Service” for the Annual Stockholders’ Meeting (see “Attendance at the Annual Stockholders’ Meeting and exercise of voting rights” above). Without prejudice to the requirement to register by 24.00 hours on Friday, April 20, 2012 (see “Attendance at the Annual Stockholders’ Meeting and exercise of voting rights” above), votes cast by fax or via the “Stockholders’ Portal – AGM Service” must be received by 12.00 hours on Thursday, April 26, 2012.

The above-mentioned requirements regarding the notification options and deadlines shall apply accordingly to the cancellation of postal voting. If a stockholder wishes to attend the Annual Stockholders’ Meeting personally or via a representative and represent the relevant shares despite having already cast an absentee vote, attendance is possible, but will be deemed to be cancellation of the absentee vote.

Authorized credit institutions, stockholder associations, and persons of equivalent status under section 135 of the AktG may also cast postal votes.

Stockholders whose shares together account for one-twentieth of the capital stock or a proportionate interest of EUR 500,000 (corresponding to 195,313 shares) may require items to be added to the agenda and announced, in accordance with section 122(2) of the AktG. Each new item must be accompanied by the reasons for IT or a proposed resolution. The request must be directed to the Board of Management in writing and may be sent to the following address:

Bayer Aktiengesellschaft
Board of Management
Building W 11
Kaiser-Wilhelm-Allee 1
51373 Leverkusen
Germany

Requests for additions to the agenda must be received by the Company at least 30 days before the Meeting, i.e., by 24.00 hours on March 27, 2012. Applicants must provide evidence that they have been holders of the shares for at least three months preceding the date of receipt of the request and that they will hold the shares until a decision on the motion has been made. Additions to the agenda to be announced will be published in the electronic Bundesanzeiger (Federal Gazette) without delay, unless already announced with the Notice of the Meeting. They will also be made available online at http://www.asm2012.bayer.com/ without delay.

Each stockholder has the right to submit motions and proposals for election relating to items of the agenda or the rules of procedure during the Annual Stockholders’ Meeting without the need for announcement, publication, or any other special action before the Annual Stockholders’ Meeting.

The Company will make available any counter-motions within the meaning of section 126 of the AktG and proposals for election within the meaning of section 127 of the AktG including the name of the stockholder, the reasons (although this is not required for proposals for election), and any statement by the management, at http://www.asm2012.bayer.com/, provided the stockholder has sent the information to the Company at least 14 days before the Meeting, i.e., by 24.00 hours on Thursday, April 12, 2012, to the following address

Bayer Aktiengesellschaft
Building Q 26 (Legal Department)
Kaiser-Wilhelm-Allee 20
51373 Leverkusen
Germany
Fax: + 49 (0) 214/30 - 56524
E-mail: hv2012173619a6788245e3bc7b2684511d5f94.gegenantraege@a9fab3d7768d4f5297ae6499b2fb9cc7bayer.com

and the other requirements regarding the corresponding duty under sections 126 and 127 of the AktG have been met.

In accordance with section 131(1) of the AktG, each stockholder is entitled to verbally request and receive information from the Board of Management during the Annual Stockholders’ Meeting on issues relating to the Company, provided that the information is required for the due and proper assessment of an item on the agenda, and there is no right to refuse disclosure. The duty of disclosure extends to the legal and business relationships of the Company with an affiliated company and the position of the Group and the companies included in the consolidated financial statements.

This and further information on the stockholders’ rights under section 122(2), section 126(1), section 127, and section 131(1) of the AktG is available on the Annual Stockholder’s Meeting website at http://www.asm2012.bayer.com/.

All stockholders of the Company and any interested members of the public can follow live streaming of the speech by the Chairman of the Board of Management at the Annual Stockholders’ Meeting on April 27, 2012 at http://www.asm2012.bayer.com/ from around 10.15 a.m. There will be no other video or audio transmission of the Annual Stockholders’ Meeting.

Leverkusen, February 2012
Bayer Aktiengesellschaft

The Board of Management