The capital stock of Bayer AG, amounting to Euro 2,116,986,388.48, is divided into 826,947,808 no-par registered shares. According to the definition of Deutsche Börse, 100 percent of our shares are in free float.
As of December 31, 2011, some 314,000 stockholders worldwide were listed in our share register. The majority of these stockholders were private investors, most of them based in Germany. Private investors held nearly 14 percent of the capital stock on that date, with Bayer employees holding approximately 1 percent.
An international survey conducted in November 2011 covered almost 95% of issued shares (782,263,211 shares), including those held by 921 institutional investors. The following regional distribution is based on the results of this survey.
Foreign investors held approximately 69% of issued shares, reflecting the company’s international alignment and the major importance of Bayer stock on the international financial markets. The U.S.A. / Canada region accounted for the largest proportion of shares held outside Germany, followed by UK / Ireland.
Ownership Structure by Country
Source: Ipreo, November 2011
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.
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