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KEYCODE BAYER #177

European Chemical News, 7-13 February 2005

Germany: Bayer slated over Lanxess debt risk

In protest: Coalition against BAYER-dangers criticises €2bn debt passed onto Lanxess

A small group of protesters led by the Bayer-critical pressure group CBGnetwork and Catholic peace activists made a stand against last week´s stock market debut of Bayer spin-off Lanxess in Frankfurt, Germany. The protesters complained that Bayer isunloading debts of more than €2 billion onto the new company, and that this would lead to mounting losses as well as endanger "thousands of jobs".

The Lanxess share started trading on 31 January at €15.75, but fell below €14 later in the day. As ECN went to press, the price was €15. At the launch, chairman Axel Heitmann said all Lanxess´ businesses would be "puto to the text" this year, to determine whether they are delivering value to shareholders.

Countermotion for Bayer´s Stockholders' Meeting on November 17, 2004

BAYER AG
Gebäude Q 26 (Legal Department)
51368 Leverkusen

October 12, 2004

Ladies and gentlemen:
We hereby give notice that we reject the proposals made by the Board of Management and Supervisory Board and will appeal to the other stockholders to vote for the following countermotion:

Countermotion: That consent to the Spin-Off and Acquisition Agreement between Bayer AG and Lanxess Aktiengesellschaft be refused.

Reasons: The consequences of the spin-off of Lanxess will be borne primarily by the workforce. Thousands of jobs will be at risk in the long term. Moreover, the spin-off will bring no benefits in terms of environmental or consumer protection.
Lanxess Management Board member Ulrich Koemm estimates that "30 percent of Lanxess' business does not have strategically tenable, i.e. top, positions" and has indicated there will be shutdowns and divestitures. Moreover, Bayer is transferring debts of billions to Lanxess. The employees will be forced to achieve cost savings by working harder for less money.
Thousands of employees face the threat of job insecurity or unemployment. Since in many cases the work will still have to be done, the remaining employees will have to take on these tasks in addition their own, thus further increasing the pressure on the workforce. New employees will be paid at lower rates.
In the long term, the ability of employees to influence the company's development is in jeopardy: splitting the company into ever smaller units cuts out codetermination. Morale among Lanxess employees is correspondingly low: current comments from the site include phrases like "cast aside," "sold down the river" or "Bayer's unwanted scrap".
Nor does the spin-off offer any progress in environmental or consumer protection. Hormonally active or highly toxic products such as plasticizers, phosgene, chlorobenzenes, isocyanates and nitrotoluenes will continue to be produced.
The Coalition against Bayer Dangers is calling on the company to withdraw from chlorine chemistry and undertake an ecological restructuring of the Bayer Group. Further information can be found at www.CBGnetwork.de

On behalf of the Executive Committee of the Coalition against Bayer Dangers,
signed Philipp Mimkes, signed Axel Köhler-Schnura

Advisory Board
Prof. Juergen Junginger, designer, Krefeld,
Prof. Dr. Juergen Rochlitz, chemist, former member of the Bundestag, Burgwald
Wolfram Esche, attorney-at-law, Cologne
Dr. Sigrid Müller, pharmacologist, Bremen
Eva Bulling-Schroeter, former member of the Bundestag, Ingolstadt
Prof. Dr. Anton Schneider, construction biologist, Neubeuern
Dorothee Sölle, theologian, Hamburg (died 2003)
Dr. Janis Schmelzer, historian, Berlin
Dr. Erika Abczynski, pediatrician, Dormagen