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**Exhibit 1.1**
 
**Bayer Aktiengesellschaft Leverkusen**
**Articles of Incorporation**
**As of May 14, 2003**
 

**TABLE OF CONTENTS**
Section ISection IISection IIISection IVExhbit 1.1Exhibit 4.1Exhibit 4.2Exhibit 4.3Exhibit 4.4Exhibit 12.1Exhibit 12.2Exhibit 13.01

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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 otherindustrial activities or provision of services in the fields of healthcare, agriculture, polymers and chemicals. (2) The Company may undertake all business which is related to, or directlyor indirectly serves, the object of the Company. (3) The Company may establish, acquire or take participating interests inother companies, in particular those whose objects fully or partiallycover the aforementioned areas. It may bring companies in which it holdsparticipating interests under its uniform control, or confine itself tothe administration thereof. It may transfer their operations in full orin 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 theFederal Republic of Germany (*elektronischer Bundesanzeiger*). (3) The place of jurisdiction for all disputes between the Company andstockholders 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 into730,341,920 bearer shares (no-par shares). (2) The Board of Management is authorized until April 26, 2007 to increasethe capital stock of the Company by up to€ 150,000,000.00 with theapproval of the Supervisory Board, by issuing new shares against cashcontributions. The authorization may be exercised in one or moreinstallments. The Board of Management is authorized, subject to theapproval of the Supervisory Board, to exclude subscription rights for thestockholders to the extent necessary to enable subscription rights to beaccorded to the holders of warrants attached to the bond issues referredto in Article 4, paragraph 4 of the Articles of Incorporation and to theholders of any convertible bonds or bonds with warrants attached that maybe issued by the Company or its subsidiaries in the future. The number ofsubscription rights to be accorded to such holders in that event is thenumber to which they would be entitled if they held shares obtained byexercising the conversion or subscription rights conferred by the warrantsheld. Subscription rights may also be excluded for any excess sharesremaining after rights have been allocated. (Authorized Capital I)   The Board of Management is authorized until April 26, 2007 to increase thecapital stock of the Company by a further amount of up to€ 100,000,000.00with the approval of the Supervisory Board, by issuing new shares againstcash contributions. The authorization may be exercised in one or moreinstallments. The Board of Management is authorized, subject to theapproval of the Supervisory Board, to exclude subscription rights for thestockholders. If subscription rights are excluded, the issue price may notbe substantially lower than the market price. If the Board of Managementdoes not make use of this authorization to exclude subscription rights, itmay only exclude granting of subscription rights to be accorded to theholders of warrants attached to the bond issues referred to in Article 4,paragraph 4 of the Articles of Incorporation and to the holders of anyconvertible bonds or bonds with warrants attached that may be issued by theCompany or its subsidiaries in the future. The number of subscriptionrights to be accorded to such holders in that event is the number to whichthey would be entitled if they held shares obtained by exercising theconversion or subscription rights conferred by the warrants held.Subscription rights may also be excluded for any excess shares remainingafter rights have been allocated. (Authorized Capital II)   The Board of Management is authorized, with the approval of the SupervisoryBoard, 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 tothe approval of the Supervisory Board, to increase the capital stock by anominal amount of up to € 373,935,063.04 in one or more stages by issuingnew shares against non-cash contributions. Subscription rights shall notbe granted to the stockholders. The Board of Management is authorized,subject to the approval of the Supervisory Board, to determine the rightsto be embodied in such new shares and their conditions of issuance.(Authorized Capital III)
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(4) Conditional capital of € 83,200,000.00 is created. The capital stock maybe increased by a maximum of this amount, though only to the extentnecessary to issue the requisite number of shares as and when conversionor subscription rights are exercised by the holders of convertible bondsor of warrants conferring subscription rights, respectively, that may beissued by the Company or a wholly owned direct or indirect subsidiary onor before April 29, 2004 under the authorization given to the Board ofManagement by the Annual Stockholders’ Meeting on April 30, 1999. The new shares shall participate in the company’s profit from the beginning of theyear in which they are issued as a result of the exercise of conversion orsubscription rights. (5) When the capital stock is increased, the manner in which the new sharesparticipate in the profits may be different than that specified in Article60 of the German Corporations Act.
**Article 5   Shares**
(1) Stockholders shall not have the right to demand the issuance of sharecertificates. (2) The Board of Management shall have the right to decide on any issuance ofshare certificates and all the details thereof.
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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. Thenumber of members of the Board of Management shall otherwise be determinedby the Supervisory Board. The Supervisory Board may appoint one member ofthe Board of Management to be Chairman of the Board of Management and onemember of the Board of Management to be Vice Chairman of the Board ofManagement. (2) The Board of Management may, by unanimous resolution, decide on its ownRules of Procedure if these have not been issued for the Board ofManagement by the Supervisory Board.
**Article 7   Power of Representation**
The Company shall be legally represented by two members of the Board ofManagement or by one member of the Board of Management together with oneauthorized 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 beelected by the Annual Stockholders’ Meeting in accordance with theprovisions of the German Corporations Act (Aktiengesetz), and ten by theemployees 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 termextending to the end of the Annual Stockholders’ Meeting which resolves onthe ratification of the actions of the Supervisory Board undertaken in thefourth fiscal year after its election. For this purpose, the fiscal yearin which the term of office begins shall not be counted. (3) The Annual Stockholders’ Meeting may, at the same time as it elects themembers of the Supervisory Board, elect one or more substitute members.The substitute members shall replace members who have ceased to be membersof the Supervisory Board, for the remainder of their terms of office. Theelection of substitute members for the employee representatives on theSupervisory Board shall take place in accordance with the provisions ofthe 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 ofhis or her term of office and if no elected substitute member isavailable, an election shall be held to determine a successor. Suchsuccessor shall be a member for the remainder of the term of office of themember who has left the Supervisory Board prematurely unless he or she isspecifically elected for a shorter term.
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(5) Members of the Supervisory Board may resign at any time by giving noticein writing to the Chairman of the Supervisory Board or to the Board ofManagement, subject to two weeks’ notice. Dismissal of a member of theSupervisory Board elected by the stockholders shall require a majority ofat least three quarters of votes cast.
**Article 9   Chairman and Vice Chairman**
(1) The Supervisory Board shall elect a Chairman and a Vice Chairman fromamong its members. The election shall take place in accordance with theprovisions of the Codetermination Act. (2) Unless a shorter term of office is determined at the time of theirelection, the Chairman and Vice Chairman of the Supervisory Board shall beelected as Chairman and Vice Chairman respectively for the duration oftheir membership of the Supervisory Board. This election shall take placeat a meeting which, without having to be separately convened, shall takeplace immediately after the Annual Stockholders’ Meeting during whichelections to the Supervisory Board were held. (3) If the Chairman or the Vice Chairman of the Supervisory Board ceases tobe a member before expiry of his or her term of office, the SupervisoryBoard shall elect a successor at its next meeting. If the Chairman of theSupervisory Board ceases to be a member, such meeting shall be convened bythe Vice Chairman. (4) The Vice Chairman shall only acquire the rights and obligations of theChairman if the latter is unable to attend and if those rights andobligations are, in this event, explicitly assigned to the Vice Chairmanby 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 themeetings of the Supervisory Board. The Supervisory Board shall meet twiceper calendar half-year. It shall also meet if required by law or ifdeemed appropriate for business reasons. (2) The members of the Board of Management may attend meetings of theSupervisory Board unless the Chairman of the Supervisory Board determinesotherwise. (3) The Supervisory Board shall constitute a quorum if at least one half ofthe number of members of which it is required to consist participate invoting. A member also participates in the passing of the resolution if heabstains from voting. Absent members of the Supervisory Board mayparticipate in the passing of a resolution if they arrange for writtenvotes to be cast by other members of the Supervisory Board. A vote sentby fax or by another commonly used means of communication shall also bedeemed to be a written vote. (4) If, at a meeting of the Supervisory Board, the number of stockholderrepresentatives and the number of employee representatives who participatein voting are not equal, a revote shall be taken if so requested by twomembers of the Supervisory Board. Such revote shall be taken at the nextregular meeting, unless a special meeting of the Supervisory Board isconvened. Thereafter, no further revote shall be permitted to take placeat the request of only a minority of the members.
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(5) At the instigation of the Chairman, the Supervisory Board may also passresolutions by casting votes verbally, by telephone, in writing, by fax,or via another common communication medium. Such resolutions shall beconfirmed in writing by the Chairman and recorded in the minutes of thenext meeting. (6) Resolutions of the Supervisory Board shall be passed by a majority of thevotes cast, except where otherwise provided by law. In case of a tie, theChairman of the Supervisory Board shall have the casting vote, if thestalemate continues after a second voting on the same subject matter. (7) Minutes of the deliberations and resolutions of the Supervisory Board areto be recorded and filed. They must be signed by the Chairman. (8) Declarations of intent by the Supervisory Board and its committees shallbe made by the Chairman on behalf of the Supervisory Board. The Chairman,but not the other members, shall be authorized to receive declarations onbehalf of the Supervisory Board. (9) The Supervisory Board may resolve amendments to these Articles ofIncorporation 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 theCodetermination Act, the Supervisory Board may establish other committeesand appoint members of the Supervisory Board to such committees.Decision-making powers may be assigned to the committees as permitted bylaw. (3) The rules set out under Article 10 shall apply similarly to thecommittees. The committee may elect a Chairman from among its members ifone has not been appointed by the Supervisory Board. If a committee voteis 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 SupervisoryBoard may regulate the activities of the committees in its Rules ofProcedure.
**Article 12   Remuneration of the Supervisory Board**
(1) Apart from reimbursement of his or her expenses, each member of theSupervisory Board shall receive a fixed annual remuneration in the amountof € 5,000.00, plus € 3,500.00 for every € 0.05 by which the dividend pershare exceeds € 0.15. (2) The Chairman shall receive three times the amount stated in para. 1, theVice Chairman shall receive one-and-a-half times the amount stated inpara. 1. Members of the Supervisory Board who also are members of acommittee shall receive an additional quarter of the amount stated inpara. 1. In addition, Supervisory Board members who chair a committeeshall receive an additional quarter of the amount stated in para. 1. Amember of the Supervisory Board, however, shall not receive in total anannual remuneration exceeding four times the aggregate annual amountstated in para. 1.
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(3) Supervisory Board members who have only been members of the SupervisoryBoard or of one of its committees or chaired one of its committees foronly part of a fiscal year shall receive a lower remuneration on a prorata basis. (4) The Company shall reimburse the Supervisory Board members their expensesincurred through the exercise of their office, including any turnover tax(value added tax) payable based on their remuneration and on thereimbursement of their expenses. (5) The Company may purchase liability insurance for the members of theSupervisory Board to cover their legal liability arising from their workas 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 registeredoffice 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 theAnnual Stockholders’ Meeting shall be given by the Board of Management. Thenotice must be published in the electronic Gazette of the Federal Republic ofGermany (*elektronischer Bundesanzeiger*) at least one month before the latestday for the deposition of shares pursuant to Article 15. In calculating thisperiod of one month, the day of the notice or the latest day for the depositionof shares shall not be counted.
**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 shareswith the Company, a German notary public, a collective security depositbank or another depositary specified in the Notice of the AnnualStockholders’ Meeting and that they leave them there until the end of theMeeting. Deposition with one of the said depositaries shall also bedeemed to have been effected if shares held in custody by a bank areblocked with the approval and on behalf of such depositary until the endof the Meeting. (2) Deposition must have been effected at the latest on the seventh day priorto the Annual Stockholders’ Meeting. If the last day of the depositionperiod falls on a Saturday, a Sunday or a legal holiday at the location ofthe Company’s registered office, deposition must take place at the lateston the next working day thereafter. (3) If the shares have been deposited with a German notary public or acollective security deposit bank, the document certifying such depositionshall be delivered to the Company at the latest on the next working dayafter expiry of the deposition period (paragraph 2). (4) If proxies appointed by the Company are authorized to exercise votingrights, the necessary power of attorney may be granted in writing, by faxor electronic means, in a
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  manner to be specified by the Company on each occasion. The detailsrelating to the granting of such powers of attorney shall appear inthe publications used by the Company for its notices together withthe 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 theSupervisory Board or, if the Chairman is unable to attend, by anothermember representing the stockholders, to be nominated by the Chairman. Inthe event that neither the Chairman nor a member of the Supervisory Boarddesignated by him chairs the Meeting, the stockholder representatives inattendance shall elect a Chairman for the Meeting by a simple majority ofthe votes cast. (2) The Chairman of the Annual Stockholders’ Meeting shall preside over thediscussions and shall determine the sequence of items for deliberation andthe nature and form of voting. The result of the vote may also beascertained by deducting the number of yes or no votes and abstentionsfrom the total number of votes held by those entitled to vote. (3) The Stockholders’ Meeting may be transmitted in whole or in parts insound and vision. The details of the transmission in sound and visionshall be published together with the convening of the Stockholders’Meeting in the Legal Gazette of Germany.
**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 asimple majority of the votes cast and, where a capital majority isrequired in addition, by a simple majority of the capital stockrepresented when the vote is taken.
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**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 andmanagement report of Bayer AG, along with the annual financial statementsand management report of the Bayer Group, for the preceding fiscal yearwithin the statutory deadline and shall submit them immediately aftertheir preparation to the Supervisory Board and to the auditors. The Boardof Management shall at the same time submit to the Supervisory Board aproposal for distribution of the balance sheet profit. (2) The annual financial statements of Bayer AG and those of the Bayer Groupshall be prepared in accordance with the statutory provisions and acceptedaccounting principles. (3) The Board of Management and the Supervisory Board shall be authorized,when confirming the annual financial statements, to allocate the netincome remaining after deduction of the amounts to be allocated to thestatutory reserve, plus any loss carryforward, in part or in full to“other retained earnings”. The allocation of an amount greater than onehalf of the net income for the year shall not be permissible if as aresult of such transfer the “other retained earnings” would exceed onehalf of the capital stock.
**Article 19   Distribution of the Balance Sheet Profit**
(1) The Annual Stockholders’ Meeting shall resolve annually, during the firsteight months of the fiscal year, on the ratification of the actions of themembers of the Board of Management and the Supervisory Board, thedistribution of the balance sheet profit and the appointment of auditors(Annual Stockholders’ Meeting). (2) The balance sheet profit shall be distributed equally among thestockholders, unless the Annual Stockholders’ Meeting resolves to use itin some other manner. (3) The Stockholders’ Meeting may decide to distribute the balance sheetprofit partly or in total to the stockholders by way of distribution inkind.
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