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Exhibit 1.1




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Articles of Incorporation of Bayer Aktiengesellschaft
 Section I
 General Provisions
 Article 1 Name and Registered Office
 (1)
    
    The name of the Company is Bayer Aktiengesellschaft.(2)
    
    The registered office of the Company is in Leverkusen.
 Article 2 Object of the Company
 (1)
    
    The object of the Company is the manufacturing, marketing and other
industrial activities or provision of services in the fields of health care, agriculture,
polymers and chemicals.(2)
    
    The Company may undertake all business which is related to, or directly or indirectly serves,
the object of the Company.(3)
    
    The Company may establish, acquire or take participating interests in other companies, in
particular those whose objects fully or partially cover the aforementioned areas. It may bring
companies in which it holds participating interests under its uniform control, or confine
itself to the administration thereof. It may transfer their operations in full or in part to
newly established or existing subsidiaries.
 Article 3 Fiscal Year, Notices, Place of Jurisdiction
 (1)
    
    The fiscal year shall be the calendar year.(2)
    
    Notices of the Company are published in the electronic Gazette of the Federal Republic of
Germany (elektronischer Bundesanzeiger).(3)
    
    The place of jurisdiction for all disputes between the Company and
stockholders shall be the location of the Companys registered office. Foreign courts shall
have no jurisdiction with respect to such disputes.




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Section II
 Capital Stock and Shares
 Article 4 Capital Stock
 (1)
    
    The capital stock amounts to 1,869,675,315.20 and is divided into
730,341,920 bearer shares (no-par shares).(2)
    
    The Board of Management is authorized until April 26, 2007 to increase the capital stock of
the Company by up to 150,000,000.00 with the approval of the Supervisory Board, by issuing
new shares against cash contributions. The authorization may be exercised in one or more
installments. The Board of Management is authorized, subject to the approval of the
Supervisory Board, to exclude subscription rights for the stockholders to the extent necessary
to enable subscription rights to be accorded to the holders of warrants attached to the bond
issues referred to in Article 4, paragraph 4 of the Articles of Incorporation and to the
holders of any convertible bonds or bonds with warrants attached that may be issued by the
Company or its subsidiaries in the future. The number of subscription rights to be accorded to
such holders in that event is the number to which they would be entitled if they held shares
obtained by exercising the conversion or subscription rights conferred by the warrants held.
Subscription rights may also be excluded for any excess shares remaining after rights have
been allocated. (Authorized Capital I)The Board of Management is authorized until April 26,
2007 to increase the capital stock of the Company by a further amount of up to 100,000,000.00
with the approval of the Supervisory Board, by issuing new shares against cash contributions.
The authorization may be exercised in one or more installments. The Board of Management is
authorized, subject to the approval of the Supervisory Board, to exclude subscription rights
for the stockholders. If subscription rights are excluded, the issue price may not be
substantially lower than the market price. If the Board of Management does not make use of
this authorization to exclude subscription rights, it may only exclude the granting of
subscription rights to the stockholders to the extent necessary to enable subscription rights
to be accorded to the holders of warrants attached to the bond issues referred to in Article
4, paragraph 4 of the Articles of Incorporation and to the holders of any convertible bonds or
bonds with warrants attached that may be issued by the Company or its subsidiaries in the
future. The number of subscription rights to be accorded to such holders in that event is
the number to which they would be entitled if they held shares obtained by exercising the
conversion or subscription rights conferred by the warrants held. Subscription rights may
also be excluded for any excess shares




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remaining after rights have been
allocated. (Authorized Capital II)
 The Board of Management is authorized, with the approval
of the Supervisory Board, to determine the remaining details of the
conditions on which new shares are issued.(3)
    
    The Board of Management is authorized until April 27, 2006, subject to the approval of the
Supervisory Board, to increase the capital stock by a nominal amount of up to 373,935,063.04
in one or more stages by issuing new shares against non-cash contributions. Subscription
rights shall not be granted to the stockholders. The Board of Management is authorized,
subject to the approval of the Supervisory Board, to determine the rights to be embodied in
such new shares and their conditions of issuance (Authorized Capital III).(4)
    
    The capital stock is conditionally increased by an additional 186,880,000, divided into no
more than 73,000,000 bearer shares (Contingent Capital). The increase shall be implemented
only to the extent that holders of subscription or conversion rights based on such warrant
bonds or convertible bonds as may be issued or guaranteed  under the authorization granted
to the Board of Management by the resolution of the Annual Stockholders Meeting on April 30,
2004  by Bayer AG or by a Bayer Group company, as defined in Article 18 of the German Stock
Corporation Act (Aktiengesetz), in which Bayer owns a direct or indirect interest of at least
90 percent, choose to exercise their subscription or conversion rights, or persons obligated
to exercise such rights discharge that obligation. Such new shares shall be issued in
accordance with the aforementioned authorization on the basis of the subscription or
conversion price set and shall have profit participation rights beginning in the fiscal year
in which they were issued as a result of the voluntary or obligatory exercise of subscription
or conversion rights. The Board of Management is authorized, subject to the approval of the
Supervisory Board, to
stipulate any additional details concerning the implementation of the conditional capital
increase.(5)
    
    When the capital stock is increased, the manner in which the new shares participate in the
profits may be different than that specified in Article 60 of the German Corporations Act.
 Article 5 Shares
 (1)
    
    Stockholders shall not have the right to demand the issuance of share
certificates.




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Section III
 Constitution
 A.
    
    The Board of Management
 Article 6 Composition, Rules of Procedure
 (1)
    
    The Board of Management shall consist of at least two members. The number of members of the
Board of Management shall otherwise be determined by the Supervisory Board. The Supervisory
Board may appoint one member of the Board of Management to be Chairman of the Board of
Management and one member of the Board of Management to be Vice Chairman of the Board of
Management.(2)
    
    The Board of Management may, by unanimous resolution, decide on its own Rules of Procedure if
these have not been issued for the Board of Management by the Supervisory Board.
 Article 7 Power of Representation
  B.
    
    The Supervisory Board
 Article 8 Composition, Election, Term of Office
 (1)
    
    The Supervisory Board shall consist of 20 members. Ten members shall be elected by the Annual
Stockholders Meeting in accordance with the provisions of the German Corporations Act
(Aktiengesetz), and ten by the employees in accordance with the provisions of the
Codetermination Act (Mitbestimmungsgesetz) of May 4, 1976.(2)
    
    The members of the Supervisory Board shall be elected for a term extending to the end of the
Annual Stockholders Meeting which resolves on the ratification of the actions of the
Supervisory Board undertaken in the fourth fiscal year




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after its election. For this purpose,
the fiscal year in which the term of office begins shall not be counted.
 (3)
    
    The Annual Stockholders Meeting may, at the same time as it elects the members of the
Supervisory Board, elect one or more substitute members. The substitute members shall replace
members who have ceased to be members of the Supervisory Board, for the remainder of their
terms of office. The election of substitute members for the employee representatives on the
Supervisory Board shall take place in accordance with the provisions of the Codetermination
Act.(4)
    
    If a member of the Supervisory Board elected by the Annual Stockholders Meeting ceases to be
a member of the Supervisory Board before the end of his or her term of office and if no
elected substitute member is available, an election shall be held to determine a successor.
Such successor shall be a member for the remainder of the term of office of the member who has
left the Supervisory Board prematurely unless he or she is specifically elected for a shorter
term.(5)
    
    Members of the Supervisory Board may resign at any time by giving notice in writing to the
Chairman of the Supervisory Board or to the Board of Management, subject to two weeks notice.
Dismissal of a member of the Supervisory Board elected by the stockholders shall require a
majority of at least three quarters of votes cast.
 Article 9 Chairman and Vice Chairman
 (1)
    
    The Supervisory Board shall elect a Chairman and a Vice Chairman from among its members. The
election shall take place in accordance with the provisions of the Codetermination Act.(2)
    
    Unless a shorter term of office is determined at the time of their election, the Chairman and
Vice Chairman of the Supervisory Board shall be elected as Chairman and Vice Chairman
respectively for the duration of their membership of the Supervisory Board. This election
shall take place at a meeting which, without having to be separately convened, shall take
place immediately after the Annual Stockholders Meeting during which elections to the
Supervisory Board were held.(3)
    
    If the Chairman or the Vice Chairman of the Supervisory Board ceases to be a member before
expiry of his or her term of office, the Supervisory Board shall




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elect a successor
at its next meeting. If the Chairman of the Supervisory Board ceases to be a member, such
meeting shall be convened by the Vice Chairman.
 (4)
    
    The Vice Chairman shall only acquire the rights and obligations of the
Chairman if the latter is unable to attend and if those rights and obligations are, in this
event, explicitly assigned to the Vice Chairman by law or under these Articles of
Incorporation.
 Article 10 Convening of Meetings and Passing of Resolutions
 (1)
    
    The Chairman of the Supervisory Board shall convene and chair the meetings of the Supervisory
Board. The Supervisory Board shall meet twice per calendar half-year. It shall also meet if
required by law or if deemed appropriate for business reasons.(2)
    
    The members of the Board of Management may attend meetings of the Supervisory Board unless
the Chairman of the Supervisory Board determines otherwise.(3)
    
    The Supervisory Board shall constitute a quorum if at least one half of the number of members
of which it is required to consist participate in voting. A member also participates in the
passing of the resolution if he abstains from voting. Absent members of the Supervisory Board
may participate in the passing of a resolution if they arrange for
written votes to be cast by other members of the Supervisory Board. A vote sent by fax or
by another commonly used means of communication shall also be deemed to be a written vote.(4)
    
    If, at a meeting of the Supervisory Board, the number of stockholder
representatives and the number of employee representatives who participate in voting are
not equal, a revote shall be taken if so requested by two members of the Supervisory Board.
Such revote shall be taken at the next regular meeting, unless a special meeting of the
Supervisory Board is convened. Thereafter, no further revote shall be permitted to take
place at the request of only a minority of the members.(5)
    
    At the instigation of the Chairman, the Supervisory Board may also pass resolutions by
casting votes verbally, by telephone, in writing, by fax, or via another common communication
medium. Such resolutions shall be confirmed in writing by the Chairman and recorded in the
minutes of the next meeting.




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(6)
    
    Resolutions of the Supervisory Board shall be passed by a majority of the votes cast, except
where otherwise provided by law. In case of a tie, the Chairman of the Supervisory Board shall
have the casting vote, if the stalemate continues after a second voting on the same subject
matter.(7)
    
    Minutes of the deliberations and resolutions of the Supervisory Board are to be recorded and
filed. They must be signed by the Chairman.(8)
    
    Declarations of intent by the Supervisory Board and its committees shall be made by the
Chairman on behalf of the Supervisory Board. The Chairman, but not the other members, shall be
authorized to receive declarations on behalf of the Supervisory Board.(9)
    
    The Supervisory Board may resolve amendments to these Articles of
Incorporation which relate solely to their wording.
 Article 11 Rules of Procedure and Committees
 (1)
    
    The Supervisory Board shall decide on its own Rules of Procedure.(2)
    
    In addition to the committee pursuant to Article 27 paragraph 3 of the
Codetermination Act, the Supervisory Board may establish other committees and appoint
members of the Supervisory Board to such committees. Decision-making powers may be assigned
to the committees as permitted by law.(3)
    
    The rules set out under Article 10 shall apply similarly to the committees. The committee may
elect a Chairman from among its members if one has not been appointed by the Supervisory
Board. If a committee vote is a tie and a second vote on the same resolution again produces a
tie, the Chairman of the committee shall have a second vote. The Supervisory Board may
regulate the activities of the committees in its Rules of Procedure.
 Article 12 Remuneration of the Supervisory Board
 (1)
    
    Apart from reimbursement of his or her expenses, each member of the
Supervisory Board shall receive a fixed annual remuneration in the amount of 60,000 and a
variable annual remuneration. The variable annual remuneration shall be 2,000 for every
50,000,000 or part thereof by which the gross cash flow as reported in the consolidated
group financial statements of the recent fiscal year exceeds 3,100,000,000, provided that
the variable annual remuneration in total may not exceed 30,000.




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(2)
    
    The Chairman shall receive three times the amount stated in para. 1, the Vice Chairman shall
receive one-and-a-half times the amount stated in para 1. Members of the Supervisory Board who
also are members of a committee shall receive an additional quarter of the amount stated in
para. 1. Members of the Supervisory Board who also are members of a committee shall receive an
additional quarter of the amount stated in para. 1. A member of the Supervisory Board,
however, shall not receive in total an annual remuneration exceeding three times the aggregate
annual amount stated in para 1.(3)
    
    Supervisory Board members who have been members of the Supervisory Board or of one of its
committees or who have chaired one of its committees for only a part of the fiscal year shall
receive a lower remuneration on a pro rata basis.(4)
    
    The Company shall reimburse to the Supervisory Board members the expenses incurred through
the exercise of their office, including any turnover tax (value added tax) payable based on
their remuneration and on the reimbursement of their expenses.(5)
    
    The Company may purchase liability insurance for the members of the
Supervisory Board to cover their legal liability arising from their activities as members
of the Supervisory Board.C.
    
    The Annual Stockholders Meeting
 Article 13 Place of the Annual Stockholders Meeting
  Article 14 Notice of the Annual Stockholders Meeting
 elektronischer Bundesanzeiger




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Article 15 Right of Attendance
 (1)
    
    Only those stockholders are entitled to attend the Annual Stockholders Meeting and to
exercise voting rights who at latest upon the end of the seventh day before the day of the
Annual Stockholders Meeting register in text form in either the German or English language.(2)
    
    Further, stockholders are required to provide evidence of their entitlement to attend the
Annual Stockholders Meeting and to vote. This requires certification in text form showing
ownership of stock to be issued by the depositary bank or financial service institution.
Certification must be either in the German or English language and refer to the start of the
twenty-first day before the day of the Annual Stockholders Meeting.(3)
    
    If the proxies appointed by the Company are authorized to exercise voting rights, the
necessary power of attorney may be granted in writing, by facsimile, or electronic means, in a
manner to be specified by the Company on each occasion. The details relating to the granting
of such powers of attorney shall appear in the publications used by the Company for its
notices together with the Notice of the Annual Stockholders Meeting.
 Article 16 Conduct of the Annual Stockholders Meeting
 (1)
    
    The Annual Stockholders Meeting shall be chaired by the Chairman of the Supervisory Board
or, if the Chairman is unable to attend, by another member representing the stockholders, to
be nominated by the Chairman. In the event that neither the Chairman nor a member of the
Supervisory Board designated by him chairs the Meeting, the stockholder representatives in
attendance shall elect a Chairman for the Meeting by a simple majority of the votes cast.(2)
    
    The Chairman of the Annual Stockholders Meeting shall preside over the discussions and shall
determine the sequence of items for deliberation and the nature and form of voting. The result
of the vote may also be ascertained by deducting the number of yes or no votes and abstentions
from the total number of votes held by those entitled to vote.(3)
    
    The Stockholders Meeting may be transmitted in whole or in parts in sound and vision. The
details of the transmission in sound and vision shall be published together with the convening
of the Stockholders Meeting in the Legal Gazette of the Company.




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Article 17 Resolutions
 (1)
    
    Each share carries the right to one vote at the Annual Stockholders Meeting.(2)
    
    Unless otherwise provided by these Articles of Incorporation or by law, resolutions of the
Annual Stockholders Meeting shall be passed by a simple majority of the votes cast and, where
a capital majority is required in addition, by a simple majority of the capital stock
represented when the vote is taken.
 Section IV
 Annual Financial Statements and Distribution of the Profit
 Article 18 Annual Financial Statements
 (1)
    
    The Board of Management shall prepare the annual financial statements and management report
of Bayer AG, along with the annual financial statements and management report of the Bayer
Group, for the preceding fiscal year within the statutory deadline and shall submit them
immediately after their preparation to the Supervisory Board and to the auditors. The Board of
Management shall at the same time submit to the Supervisory Board a proposal for distribution
of the balance sheet profit.(2)
    
    The annual financial statements of Bayer AG and those of the Bayer Group shall be prepared in
accordance with the statutory provisions and accepted accounting principles.(3)
    
    The Board of Management and the Supervisory Board shall be authorized, when confirming the
annual financial statements, to allocate the net income remaining after deduction of the
amounts to be allocated to the statutory reserve, plus any loss carryforward, in part or in
full to other retained earnings. The allocation of an amount greater than one half of the
net income for the year shall not be
permissible if as a result of such transfer the other retained earnings would exceed one
half of the capital stock.
 Article 19 Distribution of the Balance Sheet Profit
 (1)
    
    The Annual Stockholders Meeting shall resolve annually, during the first eight months of the
fiscal year, on the ratification of the actions of the members of the Board of Management and
the Supervisory Board, the distribution of the




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balance sheet profit and the appointment of auditors (Annual Stockholders Meeting).
 (2)
    
    The balance sheet profit shall be distributed equally among the stockholders, unless the
Annual Stockholders Meeting resolves to use it in some other manner.(3)
    
    The Stockholders Meeting may decide to distribute the balance sheet profit partly or in
total to the stockholders by way of distribution in kind.