Bayer Aktiengesellschaft
51373 Leverkusen

Annual Stockholders ' Meeting on April 26, 2013

We hereby notify you that we will oppose the proposals of the Board of Management and the Supervisory Board as regards Items 2 and 3 of the Agenda, and will induce the other stockholders to vote in favor of the following countermotions.

Countermotion to Item 2: The actions of the members of the Board of Management are not ratified

BAYER is staging a number of costly celebrations to mark its 150th birthday, yet the numerous crimes committed by the Group in the past are not mentioned at all in the commemorative publications. Instead of acknowledging responsibility for forced labor, poison gas and fatal pharmaceutical products, the company's history is wholly ignored. The Coordination gegen BAYER-Gefahren has therefore launched a campaign to highlight the dark side of the company’s past.

For its 150th anniversary, BAYER is organizing numerous celebration events with prominent guests. An airship built by the company will advertise for the Group on all five continents. An exhibition has also been sent around the world from Leverkusen.

Despite this, the unpleasant periods of the company’s history have simply been omitted from the celebrations. Topics such as environmental contamination, pesticide poisoning, worker protests and collaboration with the Third Reich are simply ignored.

One example: every company brochure includes a reference to the invention of ASPIRIN, but makes no mention of the fact that BAYER introduced the product HEROIN onto the market almost simultaneously as a cough treatment product for children. Very shortly after its market launch, physicians pointed out the addictive potential of HEROIN. Nevertheless, BAYER carried out a global advertising campaign for the new product for 15 years.

Other facts from BAYER’s history:

=> Carl Duisberg, the General Director of BAYER for many years, was personally involved in the development of poison gas in the First World War and pushed for its use on the front – contrary to international law. Duisberg was also partly responsible for the deportation of tens of thousands of Belgian forced laborers and he encouraged the annexation of large areas of eastern Europe.
=> For many decades, Duisberg strongly supported the merging of the German chemical industry to create IG FARBEN. The Group, which was founded in 1925, was the largest in Europe. The firm rejected the Weimar Republic and large donations went to national conservative parties and later to the NSDAP.
=> In the Third Reich, IG FARBEN was involved in the cruelest crimes in human history. It supplied Zyklon B for the gas chambers and built a giant new factory in Auschwitz. To accommodate the slave workers, IG FARBEN also operated its own concentration camp. Tens of thousands of people died there.
=> IG FARBEN was closely involved in the war of conquest of the Third Reich. The company followed the armed forces into the conquered countries of Europe and took over considerable parts of the chemical industry there within a few weeks. It also took coal mines and oil production. The later BAYER Chairman of the Board of Management, Kurt Hansen, played a leading role in these robberies.
=> In the war criminal trials in Nuremberg, IG FARBEN also faced a trial of its own. One section, for example, states the following: “It is undisputed that criminal experiments were undertaken by SS physicians on concentration camp prisoners. These experiments served the express purpose of testing the products of IG FARBEN.”
=> The managers condemned in Nuremberg were able to continue their careers unhindered after sitting out their sentences. Fritz ter Meer, for example, became Chairman of the Supervisory Board of BAYER. During his interrogation in Nuremberg, he said that the forced laborers in Auschwitz had “not been made to suffer particularly badly as they were to have been killed anyway.” BAYER even named a study foundation after him, the "Fritz ter Meer Foundation".
=> In BAYER laboratories, research was carried out into chemical war gases even in the Third Reich. The inventor of SARIN and TABUN, Dr. Gerhard Schrader, was head of the BAYER pesticides department after the war. During the Vietnam war, BAYER was involved in the development of AGENT ORANGE. Production was carried out at the firm MOBAY, founded jointly by BAYER and MONSANTO.

Symptomatic of the way BAYER handles its history is the award of the Hansen Family Award in March 2013. The prize, presented by Marijn Dekkers in Berlin, was donated by the former Chairman of the Board of Management, Kurt Hansen. Hansen joined the NSDAP in 1931. In IG FARBEN, he became head of the “Central department for the procurement of raw materials,” which played a major role in the war (see above). In the shape of Kurt Hansen, the seamless transfer from IG FARBEN to the BAYER Group once again becomes very clear.

BAYER's 150-year old company history was accompanied by protests from the very beginning. Back in the 19th century, there was massive resistance from residents and the workforce to the constant pollution of the air and water. In many cases, they managed to win improved safety at work and environmental protection. Until now, however, BAYER has not undertaken any independent study of the company's history.

The Board of Management is responsible for the misleading portrayal of the company history in its anniversary year. Its actions should therefore not be ratified.