LEGAL INSTRUCTION

Bayer Schering Pharma Aktiengesellschaft (formerly named Schering
Aktiengesellschaft) has filed a solicitation/recommendation statement
with the U.S. Securities and Exchange Commission with respect to the
offer of cash compensation by Bayer Schering GmbH (formerly named Dritte
BV GmbH), a wholly owned subsidiary of Bayer Aktiengesellschaft, in
connection with the domination and profit and loss transfer agreement
between Bayer Schering GmbH and Bayer Schering Pharma Aktiengesellschaft.
Holders of ordinary shares and American depositary shares of Bayer
Schering Pharma Aktiengesellschaft are advised to read such solicitation/
recommendation statement because it contains important information.
Holders of ordinary shares and American depositary shares of Bayer
Schering Pharma Aktiengesellschaft may obtain such solicitation/
recommendation statement and other filed documents free of charge at the
U.S. Securities and Exchange Commission's website (http://www.sec.gov) and
at Bayer Schering Pharma Aktiengesellschaft's website
http://www.schering.de).



CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

In order to utilize the "Safe Harbor" provisions of the United States
Private Securities Litigation Reform Act of 1995, Schering
Aktiengesellschaft (the "Company") is providing the following cautionary
statement. Except for historical information, statements contained in this
Current Report on Form 6-K may constitute forward-looking statements. The
words "believe", "anticipate", "expect", "intend", "estimate", "plan",
"assume", "will", "may", "should", "risk" and other similar expressions are
predictions of or indicate future events and future trends which do not
relate to historical matters but identify forward-looking statements. In
addition, this annual report includes forward-looking statements relating
to our potential exposure to various types of market risks, such as foreign
exchange rate risk, interest rate and other risks related to financial
assets and liabilities and equity price risk. You should not rely on
forward-looking statements because they involve known and unknown risks,
uncertainties and other factors which are, in many cases, beyond our
control and may cause our actual results, performance or achievements to
differ materially from anticipated future results, performance or
achievements expressed or implied by the forward-looking statements and
from past results, performance or achievements. Certain factors that may
cause such differences include but are not limited to the following:

- - governmental factors, including legislative and regulatory changes;

- - difficulties and uncertainties related to new product development;

- - delays and uncertainties in the product approval process;

- - factors affecting our ability to obtain or maintain patent or
  trademark protection for our key products and processes;

- - factors adversely affecting the sale of our key products, including
  safety or efficacy concerns, increased competition from other
  products or manufacturing or supply disruptions;

- - competitive factors, including pricing and product initiatives of our
  competitors;

- - legal factors, including product liability or other liability claims;

- - factors relating to the implementation of strategic, operational and
  organizational initiatives;

- - human resources factors, including our ability to attract and retain
  qualified personnel;

- - economic factors over which we have no control, including changes in
  inflation, interest rates and foreign currency exchange rates, and
  overall economic conditions particularly in areas such as Asia,
  Eastern Europe and Latin America;

- - adverse developments in our relationships with our development,
  manufacturing and marketing partners;

- - the impact of future investments, acquisitions and dispositions, and
  any delays, unexpected costs or other problems experienced in
  connection with such transactions, including any liabilities
  associated with the sale of our minority interest in Aventis
  CropScience;

- - changes in environmental laws and regulations, which could cause us
  to incur significant costs in connection with ongoing compliance or
  liability for remediation; and

- - other risks, uncertainties and factors inherent in our business.

These and other risks, uncertainties and factors are discussed in the
Company's Form 20-F Annual Report and other filings with the Securities and
Exchange Commission, including this Form 6-K. Shareholders and prospective
investors are cautioned not to place undue reliance on these forward-
looking statements which speak only as to the Company's judgment as of the
date hereof. Any such forward-looking statements are not intended to give
any assurance as to future results. The Company undertakes no obligation to
publicly update or revise any of these forward-looking statements, whether
to reflect new information or future events or circumstances or otherwise.