Proposal for Distribution of the Profit

Under German law, the dividend payment is based on the balance sheet profit of the parent company Bayer AG, which amounted to €1,070 million in 2008.

Bayer AG Summary Income Statements according to the German Commercial Code	2007	2008
	€ million	€ million
Income from investments in affiliated companies – net	3,030	2,711
Interest expense – net	(744)	(948)
Other non-operating income (expense) – net	18	(228)
Other operating income	260	209
General administration expenses	(197)	(194)
Other operating expenses	(242)	(266)
Income before income taxes	2,125	1,284
Income taxes	(197)	(123)
Net income	1,928	1,161
Allocation to retained earnings	(896)	(91)
Balance sheet profit	1,032	1,070

We will propose to the Annual Stockholders’ Meeting on May 12, 2009 that the balance sheet profit be used to pay a dividend of €1.40 (2007: €1.35) per share (764,343,225 shares) on the capital stock of €1,957 million entitled to the dividend for 2008.