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, 2011 the number of employees in the Bayer Group was 111,800.
FTE* | |
Europe | 53,600 |
- there of Germany | 35,800 |
North America | 15,800 |
Asia / Pacific | 26,000 |
Latin America / Middle East / Africa | 16,400 |
2010 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-rated basis in line with their contractual working hours.
For fiscal 2011 the Bayer Group reported net sales of € 36,528 million and a net income of € 2,470 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.
Declaration of Conformity 2011 
PDF / 188 KB 
collectEntsprechenserklaerung_2011_e.pdf Corporate Governance Declaration of Conformity 2011pdf
Amendment to the Declaration of December 2011 by the Board of Management and the Supervisory Board of Bayer AG concerning the German Corporate Governance Code
As of February 2012 PDF / 92 KB collectEntsprechenserklaerung_2011_Ergaenzung_e.pdf Corporate Governance Declaration of Conformity 2011 - Amendmentpdf
All publications can be ordered or subscribed from our website Publications. After selecting the documents you need, you will be prompted to enter all information required for ordering.
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.
Notifications of voting rights pursuant to sec. 25a WpHG
We received the following notification pursuant to sec. 25a WpHG on May 09, 2012:
1. Listed company: Bayer Aktiengesellschaft, Kaiser-Wilhelm-Allee 1, 51373 Leverkusen, Deutschland
2. Notifier: Morgan Stanley & Co International Plc, London, UK
3. Triggering event: Falling below threshold
4. Threshold(s) crossed or reached: 5%
5. Date at which the threshold is crossed or reached: 03.05.2012
6. Total amount of voting rights: 3.74% (equals 30965836 voting rights) calculated from the following total number of voting rights issued: 826947808
7. Detailed information on the voting rights proportion:
Voting rights proportion based on financial/other instruments pursuant to sec. 25a WpHG: 2.89% (equals 23884940 voting rights) thereof held indirectly: 0.70% (equals 5796983 voting rights)
Voting rights proportion based on financial/other instruments pursuant to sec. 25 WpHG: 0.60% (equals 4996307 voting rights) thereof held indirectly: 0.60% (equals 4996307 voting rights)
Voting rights pursuant to sec. 21, 22 WpHG: 0.25% (equals 2084589 voting rights)
8. Detailed information on financial/other instruments pursuant to sec. 25a WpHG:
ISIN or name/description of the financial/other instrument: please see attachment
We received the following notification pursuant to sec. 25a WpHG on May 09, 2012:
1. Listed company: Bayer Aktiengesellschaft, Kaiser-Wilhelm-Allee 1, 51373 Leverkusen, Deutschland
2. Notifier: Morgan Stanley UK Group, London, UK
3. Triggering event: Falling below threshold
4. Threshold(s) crossed or reached: 5%
5. Date at which the threshold is crossed or reached: 03.05.2012
6. Total amount of voting rights: 3.74% (equals 30965836 voting rights) calculated from the following total number of voting rights issued: 826947808
7. Detailed information on the voting rights proportion:
Voting rights proportion based on financial/other instruments pursuant to sec. 25a WpHG: 2.89% (equals 23884940 voting rights) thereof held indirectly: 2.89% (equals 23884940 voting rights)
Voting rights proportion based on financial/other instruments pursuant to sec. 25 WpHG: 0.60% (equals 4996307 voting rights) thereof held indirectly: 0.60% (equals 4996307 voting rights)
Voting rights pursuant to sec. 21, 22 WpHG: 0.25% (equals 2084589 voting rights)
8. Detailed information on financial/other instruments pursuant to sec. 25a WpHG:
Chain of controlled undertakings: Morgan Stanley & Co International Plc
ISIN or name/description of the financial/other instrument: please see attachment
We received the following notification pursuant to sec. 25a WpHG on May 09, 2012:
1. Listed company: Bayer Aktiengesellschaft, Kaiser-Wilhelm-Allee 1, 51373 Leverkusen, Deutschland
2. Notifier: Morgan Stanley Group (Europe), London, UK
3. Triggering event: Falling below threshold
4. Threshold(s) crossed or reached: 5%
5. Date at which the threshold is crossed or reached: 03.05.2012
6. Total amount of voting rights: 4.36% (equals 36089046 voting rights) calculated from the following total number of voting rights issued: 826947808
7. Detailed information on the voting rights proportion:
Voting rights proportion based on financial/other instruments pursuant to sec. 25a WpHG: 2.89% (equals 23884940 voting rights) thereof held indirectly: 2.89% (equals 23884940 voting rights)
Voting rights proportion based on financial/other instruments pursuant to sec. 25 WpHG: 0.60% (equals 4996307 voting rights) thereof held indirectly: 0.60% (equals 4996307 voting rights)
Voting rights pursuant to sec. 21, 22 WpHG: 0.87% (equals 7207799 voting rights)
8. Detailed information on financial/other instruments pursuant to sec. 25a WpHG:
Chain of controlled undertakings: Morgan Stanley & Co International Plc, Morgan Stanley UK Group
ISIN or name/description of the financial/other instrument: please see attachment
We received the following notification pursuant to sec. 25a WpHG on May 09, 2012:
1. Listed company: Bayer Aktiengesellschaft, Kaiser-Wilhelm-Allee 1, 51373 Leverkusen, Deutschland
2. Notifier: Morgan Stanley International Limited, London, UK
3. Triggering event: Falling below threshold
4. Threshold(s) crossed or reached: 5%
5. Date at which the threshold is crossed or reached: 03.05.2012
6. Total amount of voting rights: 4.36% (equals 36089046 voting rights) calculated from the following total number of voting rights issued: 826947808
7. Detailed information on the voting rights proportion:
Voting rights proportion based on financial/other instruments pursuant to sec. 25a WpHG: 2.89% (equals 23884940 voting rights) thereof held indirectly: 2.89% (equals 23884940 voting rights)
Voting rights proportion based on financial/other instruments pursuant to sec. 25 WpHG: 0.60% (equals 4996307 voting rights) thereof held indirectly: 0.60% (equals 4996307 voting rights)
Voting rights pursuant to sec. 21, 22 WpHG: 0.87% (equals 7207799 voting rights)
8. Detailed information on financial/other instruments pursuant to sec. 25a WpHG:
Chain of controlled undertakings: Morgan Stanley & Co International Plc, Morgan Stanley UK Group, Morgan Stanley Group (Europe)
ISIN or name/description of the financial/other instrument: please see attachment
We received the following notification pursuant to sec. 25a WpHG on May 09, 2012:
1. Listed company: Bayer Aktiengesellschaft, Kaiser-Wilhelm-Allee 1, 51373 Leverkusen, Deutschland
2. Notifier: Morgan Stanley International Holdings Inc, Delaware, USA
3. Triggering event: Falling below threshold
4. Threshold(s) crossed or reached: 5%
5. Date at which the threshold is crossed or reached: 03.05.2012
6. Total amount of voting rights: 4.58% (equals 37838493 voting rights) calculated from the following total number of voting rights issued: 826947808
7. Detailed information on the voting rights proportion:
Voting rights proportion based on financial/other instruments pursuant to sec. 25a WpHG: 2.94% (equals 24336877 voting rights) thereof held indirectly: 2.94% (equals 24336877 voting rights)
Voting rights proportion based on financial/other instruments pursuant to sec. 25 WpHG: 0.73% (equals 6062353 voting rights) thereof held indirectly: 0.73% (equals 6062353 voting rights)
Voting rights pursuant to sec. 21, 22 WpHG: 0.90% (equals 7439263 voting rights)
8. Detailed information on financial/other instruments pursuant to sec. 25a WpHG:
Chain of controlled undertakings: Morgan Stanley & Co International Plc, Morgan Stanley UK Group, Morgan Stanley Group (Europe), Morgan Stanley International Limited
ISIN or name/description of the financial/other instrument: please see attachment
We received the following notification pursuant to sec. 25a WpHG on May 09, 2012:
1. Listed company: Bayer Aktiengesellschaft, Kaiser-Wilhelm-Allee 1, 51373 Leverkusen, Deutschland
2. Notifier: Morgan Stanley, Delaware, USA
3. Triggering event: Falling below threshold
4. Threshold(s) crossed or reached: 5%
5. Date at which the threshold is crossed or reached: 03.05.2012
6. Total amount of voting rights: 4.89% (equals 40414540 voting rights) calculated from the following total number of voting rights issued: 826947808
7. Detailed information on the voting rights proportion:
Voting rights proportion based on financial/other instruments pursuant to sec. 25a WpHG: 2.94% (equals 24336877 voting rights) thereof held indirectly: 2.94% (equals 24336877 voting rights)
Voting rights proportion based on financial/other instruments pursuant to sec. 25 WpHG: 0.91% (equals 7513465 voting rights) thereof held indirectly: 0.91% (equals 7513465 voting rights)
Voting rights pursuant to sec. 21, 22 WpHG: 1.04% (equals 8564198 voting rights)
8. Detailed information on financial/other instruments pursuant to sec. 25a WpHG:
Chain of controlled undertakings: Morgan Stanley & Co International Plc, Morgan Stanley UK Group, Morgan Stanley Group (Europe), Morgan Stanley International Limited, Morgan
Stanley International Holdings Inc
ISIN or name/description of the financial/other instrument: please see attachment
Detailed Information on financial/other instruments:
Section 25 WpHG
Physically-Settled Call Options:
Expiration Dates:
02 May 2012
03 May 2012
18 May 2012
15 June 2012
21 September 2012
21 December 2012
15 March 2013
21 June 2013
Retransfer claims:
Expiration Dates:
Various contracts that can be exercised at the lenders discretion
Section 25a WpHG
Cash-Settled Call Options:
Expiration Dates:
15 June 2012
18 June 2012
14 December 2012
21 December 2012
16 April 2013
22 April 2013
13 May 2013
20 December 2013
24 November 2014
19 December 2014
13 May 2015
18 December 2015
25 October 2016
19 December 2019
Physically-Settled Put Options:
Expiration Dates:
2 May 2012
3 May 2012
15 June 2012
21 September 2012
21 December 2012
Cash Settled Swaps:
Expiration Dates:
2 July 2012
17 April 2014
22 April 2014
Cash-Settled Put Option:
Expiration Dates:
4 May 2012
15 June 2012
18 February 2015
Cash-Settled Futures:
Expiration Dates:
18 May 2012
15 June 2012
21 December 2012
On March 27, 2012 BR Jersey International Holdings, L.P., St. Heller, Jersey, U. K., has notified us pursuant to section 21 (1) WpHG of the following:
The amount of voting rights of BR Jersey International Holdings, L.P. in Bayer Aktiengesellschaft exceeded the threshold of 3% on March 19, 2012 and amounts to 4.01% (33,192,862 voting rights) on that day. All of the voting rights are attributable to BR Jersey International Holdings, L.P. pursuant to Article 22 Section 1 Sentence 1 No 6 in connection with Sentence 2 WpHG.
On March 27, 2012 BlackRock International Holdings, Inc., New York, U.S.A., has notified us pursuant to section 21 (1) WpHG of the following:
The amount of voting rights of BlackRock International Holdings, Inc. in Bayer Aktiengesellschaft exceeded the threshold of 3% on March 19, 2012 and amounts to 4.01% (33,192,862 voting rights) on that day. All of the voting rights are attributable to BlackRock International Holdings, Inc. pursuant to Article 22 Section 1 Sentence 1 No 6 in connection with Sentence 2 WpHG.
On March 27, 2012 BlackRock Group Limited, London, U. K., has notified us pursuant to section 21 (1) WpHG of the following:
The amount of voting rights of BlackRock Group Limited in Bayer Aktiengesellschaft exceeded the threshold of 3% on March 19, 2012 and amounts to 3.81% (31,513,432 voting rights) on that day. All of the voting rights are attributable to BlackRock Group Limited pursuant to Article 22 Section 1 Sentence 1 No 6 in connection with Sentence 2 WpHG.
On March 27, 2012 BlackRock Advisors Holdings, Inc., New York, U.S.A., has notified us pursuant to section 21 (1) WpHG of the following:
The amount of voting rights of BlackRock Advisors Holdings, Inc. in Bayer Aktiengesellschaft exceeded the threshold of 3% on March 19, 2012 and amounts to 4.24% (35,050,706 voting rights) on that day. All of the voting rights are attributable to BlackRock Advisors Holdings, 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 2011
Conforming to the proposal of the Board of Management and the Supervisory Board, the Annual Stockholders’ Meeting on April 27, 2012 passed the resolution to pay a dividend for fiscal 2011 of EUR 1.65 per share.
This results in a payout ratio of approximately 34 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 in the Annual Report 2011). The dividend yield calculated on the share price of €49.40 at year end 2011 amounts to 3.3 percent and the total dividend payment to €1,364 million.
The next Ordinary Stockholders' Meeting of Bayer AG will take place on Friday, April 26, 2013.
Answers to frequently asked questions on registered shares PDF / 52 KB collectQ_A_Namensaktien_englisch_200907.pdf FAQ regarding transition to registered sharespdf
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