Investor News 2004

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Wednesday December 29, 2004

This news release is neither an offer to sell nor an invitation to purchase any type of securities. In particular, it is not an offer for the sale of securities in the United States. Securities may not be offered or sold in the United States except with prior registration or with an exemption from registration under the U.S. Securities Act of 1933, as amended. Neither LANXESS AG nor Bayer AG intends to register any securities of LANXESS AG in the United States or to conduct a public offering of securities in any jurisdiction, including the United States.

Leverkusen - Bayer AG expects to launch the new chemical company Lanxess on the stock market on January 31, 2005. The corresponding listing memorandum has been submitted to the Frankfurt Stock Exchange. Current plans call for the spin-off to be entered into the commercial register for Bayer AG on January 28. Trading of the company’s shares could then begin on Monday, January 31.
At the Extraordinary Stockholders’ Meeting on November 17, the stockholders of Bayer AG voted by a broad majority of the share capital represented at the meeting to place the new chemical company on the stock market by way of a spin-off. Bayer stockholders will be granted one Lanxess share for each 10 Bayer shares they hold, the number being determined by the number of Bayer shares held by each stockholder on the evening of the day on which the spin-off is entered into the commercial register for Bayer AG.
The spin-off of Lanxess is part of Bayer’s strategic realignment process. Lanxess currently operates as a subgroup of Bayer comprising most of the chemicals activities and about one third of the polymers business. Bayer will concentrate in the future on the primarily innovation- and growth-driven core businesses of health care, nutrition and high-tech materials.

Forward-looking statements
This news release contains forward-looking statements based on current assumptions and forecasts made by the managements of Bayer AG and LANXESS AG. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of Bayer AG or LANXESS AG and the estimates given here. These factors include those discussed in Bayer AG’s annual and interim reports to the Frankfurt Stock Exchange and in its reports filed with the U.S. Securities and Exchange Commission (including its Form 20-F). Bayer AG and LANXESS AG assume no liability whatsoever to update these forward-looking statements or to conform them to future events or developments.

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