Notification pursuant to Section 30 b Paragraph 1 No. 2 of the German Securities Trading Act (WpHG) and Section 221 Paragraph 2 Sentence 3 of the German Stock Corporation Act (AktG)

1. Acquisition and sale of treasury stock subject to exclusion of subscription rights

The Annual Stockholders’ Meeting of Bayer Aktiengesellschaft on April 25, 2008 authorized the company, until October 24, 2009, to acquire treasury shares up to a total amount of 10 percent of the share capital of the company existing at the time the resolution was adopted and to utilize the shares acquired in this way without granting subscription rights. The shares acquired on the basis of this authorization may also be canceled.

The full text of the resolution is printed as Item 4 in the Notice of the Annual Stockholders' Meeting, which was published in the Electronic Federal Gazette on February 28, 2008.

2. Authorizations I and II to issue bonds with warrants or convertible bonds, profit-sharing rights (Genussrechte) or profit participation bonds

The Annual Stockholders’ Meeting of Bayer Aktiengesellschaft on April 25, 2008 authorized the Board of Management through two separate resolutions to issue, with the consent of the Supervisory Board, up to April 24, 2013, on one or more occasions, bearer bonds with warrants or convertible bonds, profit sharing rights or profit participation bonds or a combination of these instruments (collectively “the “bonds”) in a total nominal amount of up to €6 billion and to grant subscription rights to the holders of bonds with warrants, or conversion rights to the holders of convertible bonds, for bearer shares in the company representing a proportionate amount of the share capital of up to €195,584,000 in total as further specified in the terms and conditions of such bonds with warrants or convertible bonds.

The Board of Management is authorized, with the consent of the Supervisory Board, to refrain from granting subscription rights to the shareholders for fractional amounts resulting from the subscription ratio and to refrain from granting subscription rights to the extent necessary to enable the holders of previously issued bonds with warrants or conversion rights, or bonds with subscription or conversion obligations, to exercise such rights to the extent they would have such rights as shareholders after exercising the subscription or conversion rights or fulfilling the subscription or conversion obligation.

The Board of Management is also authorized, with the consent of the Supervisory Board, to completely exclude the subscription rights of shareholders for bonds with warrants and/or conversion rights and/or subscription and/or conversion obligations which are issued against cash payment to the extent that the Board of Management concludes after due consideration that the issue price of the bonds is not materially lower than their hypothetical market value calculated on the basis of acknowledged, particularly financial mathematical models. This authorization to exclude subscription rights applies to bonds issued with subscription and/or conversion rights and/or subscription or conversion obligations which include a subscription and/or conversion right or a subscription and/or conversion obligation for shares representing a proportionate amount of the share capital which in the aggregate must not exceed 10 percent of the share capital at the time the authorization takes effect or the time it is exercised, whichever value is lower. The full text of these resolutions is printed as Items 5 and 6 in the Notice of the Annual Stockholders' Meeting, which was published in the Electronic Federal Gazette on February 28, 2008.

The resolutions approved at the Annual Stockholders’ Meeting on authorizations I and II to issue bonds with warrants or convertible bonds, profit sharing rights or profit participation bonds have been entered in the Commercial Register at Cologne District Court (HRB 48248).

3. Creation of conditional capital 2008 I and II

To service the bonds with warrants or convertible bonds, profit sharing certificates or profit participation bonds outlined in Section 2 above, the Annual Stockholders’ Meeting of Bayer Aktiengesellschaft on April 25, 2008 resolved:

a)to conditionally increase the share capital by up to an additional €195,584,000, by issuing up to 76,400,000 bearer shares (Conditional Capital 2008 I) on the terms set out in Item 5 of the Agenda of the Annual Stockholders’ Meeting of Bayer Aktiengesellschaft as published in the electronic Federal Gazette on February 28, 2008;

b)to conditionally increase the share capital by up to an additional €195,584,000, by issuing 76,400,000 bearer shares (Conditional Capital 2008 II) on the terms set out in Item 6 of the Agenda of the Annual Stockholders’ Meeting of Bayer Aktiengesellschaft as published in the electronic Federal Gazette on February 28, 2008;

The full text of these resolutions is printed as Items 5 and 6 in the Notice of the Annual Stockholders' Meeting, which was published in the Electronic Federal Gazette on February 28, 2008.

The Conditional Capital 2008 I and Conditional Capital 2008 II were entered in the Commercial Register at Cologne District Court (HRB 48248) on May 9, 2008.

Leverkusen, May 2008

Bayer Aktiengesellschaft

The Board of Management