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Exhibit 1.1Exhibit 4.1Exhibit 4.2Exhibit 4.3Exhibit 4.4Exhibit 4.5Exhibit 4.6Exhibit 4.7Exhibit 12.1Exhibit 12.2Exhibit 13.1






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Exhibit 1.1 (BAYER LOGO)
    (BAYER LOGO)
 Articles of Incorporation As of July 14, 2004




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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. 1




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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 2




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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. 3




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The Board of Management shall have the right to decide on any issuance of share certificates
and all the details thereof. 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 The Company shall be legally represented by two members of the Board of
Management or by one member of the Board of Management together with one
authorized signatory with full power of representation [Prokurist]. 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 4




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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 5




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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. 6




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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. Decisionmaking
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
40,000.00, plus a variable annual remuneration of 2,000.00 for every
50,000,000 or part thereof by which the gross cash flow as reported in the
consolidated financial statements of the Bayer Group for the previous fiscal
year exceeds 3,100,000,000.00, provided that the variable annual
remuneration may not exceed 30,000.00. 7




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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. In addition,
Supervisory Board members who chair 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 four 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 the Supervisory Board members their 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 work as
members of the Supervisory Board. C. The Annual Stockholders Meeting Article 13 Place of the Annual Stockholders Meeting The Annual Stockholders Meeting shall be held at the Companys registered office
or in a German city with over 100,000 inhabitants. Article 14 Notice of the Annual Stockholders Meeting Insofar as no other persons are legally authorized to do so, the notice of the Annual
Stockholders Meeting shall be given by the Board of Management. The notice must
be published in the electronic Gazette of the Federal Republic of Germany
(elektronischer Bundesanzeiger) at least one month before the latest day for the
deposition of shares pursuant to Article 15. In calculating this period of one month,
the day of the notice or the latest day for the deposition of shares shall not be
counted.  8




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Article 15 Right of Attendance, Deposition of Shares  (1)
    Stockholders right to attend and vote at the Annual Stockholders Meeting
shall be subject to the condition that they deposit their shares with the
Company, a German notary public, a collective security deposit bank or
another depositary specified in the Notice of the Annual Stockholders Meeting
and that they leave them there until the end of the Meeting. Deposition with
one of the said depositaries shall also be deemed to have been effected if shares
held in custody by a bank are blocked with the approval and on behalf of such
depositary until the end of the Meeting.  (2)
    Deposition must have been effected at the latest on the seventh day prior to the
Annual Stockholders Meeting. If the last day of the deposition period falls on
a Saturday, a Sunday or a legal holiday at the location of the Companys
registered office, deposition must take place at the latest on the next working
day thereafter.  (3)
    If the shares have been deposited with a German notary public or a collective
security deposit bank, the document certifying such deposition shall be
delivered to the Company at the latest on the next working day after expiry of
the deposition period (paragraph 2).  (4)
    If proxies appointed by the Company are authorized to exercise voting rights,
the necessary power of attorney may be granted in writing, by fax 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 9




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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. 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 10




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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
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. 11