Bayer : Annual Stockholders’ Meeting -- Address by Werner Baumann -- Chairman of the Board of Management

(Please check against delivery)

Ladies and gentlemen,
stockholders,

I'd like to wish you all a very good morning. On behalf of the entire Board of Management, I would also like to welcome you to our Annual Stockholders' Meeting. Thank you very much for joining us.

Today marks a premiere, as it's the first time that we've held this event at the World Conference Center in Bonn.

I would now like to report on what we achieved last year for our shareholders. I'd like us to look both backward and forward, outlining where we stand and where we are heading.

I'll explain what we're doing at Bayer to deliver new developments in the future, too. I'll also detail what we are doing for our employees, and how we are meeting our responsibility to society. I'll take a look at our political and social environment, and I will of course mention some examples of what we're working on and how we're helping people.

(2017-1502e-1)

Ladies and gentlemen,

we can look back on a very successful year both operationally and strategically. On the business side of things, 2016 was another record year for us. Both sales and adjusted EBITDA were higher than ever before.

We also took another major strategic step forward with the agreed acquisition of Monsanto, which is aimed at further strengthening Bayer. Through the transaction, we intend to create substantial additional value in the long term - for the company, for you, our shareholders, and for society as a whole. I'll discuss that in more detail later on.

First though, I'd like to review our business performance last year.

(2017-1502e-2)

In 2016, sales of the Bayer Group rose to EUR 46.8 billion. As I already stated, that is a new record for Bayer. Adjusted for exchange rate shifts and portfolio changes, the increase was 3.5 percent. All the changes I refer to with regard to sales will be currency- and portfolio-adjusted.

Our Life Science businesses - in other words excluding Covestro - accounted for EUR 34.9 billion of total sales. This corresponds to an increase of 4.7 percent.

We also registered encouraging earnings growth last year. After adjustment for special items, EBITDA - which stands for earnings before interest, taxes, depreciation and amortization - increased by around 10 percent to EUR 11.3 billion. Core earnings per share rose by more than 7 percent to EUR 7.32.

(2017-1502e-3)

Let's now turn to business development in the divisions, looking first at Pharmaceuticals, which is home to our business with prescription drugs. Sales of this division rose by 8.7 percent to EUR 16.4 billion, outpacing the market once again. Earnings performance was also very positive, with EBITDA before special items increasing by 13.8 percent to EUR 5.3 billion.

Our five key growth products - our anticoagulant Xarelto™, the eye medicine Eylea™, the cancer drugs Xofigo™ und Stivarga™ and the pulmonary hypertension treatment Adempas™ - again made a major contribution in this regard, generating sales of
EUR 5.4 billion, compared with EUR 4.2 billion a year earlier. In particular, our best-selling products Xarelto™ and Eylea™ made significant gains, with each of them registering an increase of over 30 percent.

Due to the gratifying development of business, we now believe these five products can do even better than we had already anticipated. That is why we last year raised the assessment of their combined peak annual sales potential - from previously at least
EUR 7.5 billion to more than EUR 10 billion. We define combined peak annual sales potential as the sum of the highest annual revenues that we expect for these products.

For Xarelto™ alone, we raised our assessment of peak annual sales potential from
EUR 3.5 billion to more than EUR 5 billion. This adjustment was recently reinforced by a Phase III clinical study involving rivaroxaban, the active ingredient in Xarelto™. The Compass study investigated whether rivaroxaban can help reduce the risk of serious events such as heart attacks and strokes in patients suffering from coronary heart disease or other arterial circulatory disorders.

The study was ended ahead of schedule due to the outstanding efficacy of rivaroxaban - a very pleasing result for us and above all for the patients affected by these conditions. We are confident that Xarelto™ will be granted regulatory approval for use by patients for this indication as well.

(2017-1502e-4)

We can now move on to Consumer Health, where we were unable to meet our ambitious targets in 2016. Sales of self-care products increased by 3.5 percent to EUR 6 billion, roughly matching the performance of our competitors. EBITDA before special items fell by 3.1 percent to EUR 1.4 billion, held back by a higher cost of goods sold and negative currency effects.

Let's now take a look at the most important products. The skin and intimate health brand Canesten™ and the vitamin product Elevit™ in particular delivered gratifying performance, with both achieving double-digit sales increases. Business with our Bepanthen™ / Bepanthol™ wound and skin care products also expanded considerably. By contrast, sales of our allergy drug Claritin™ declined.

Including our business with the prescription-only drug Aspirin™ Cardio, products sold under the Aspirin™ brand achieved sales of EUR 1 billion for the first time, representing growth of 5 percent.

(2017-1502e-5)

The market environment for our Crop Science division remained weak last year, primarily in Latin America. Sales nonetheless held steady year on year at EUR 9.9 billion. The decline in Latin America was compensated by gains in the other regions. EBITDA before special items matched the prior-year level, at EUR 2.4 million, in part due to positive currency effects.

At Crop Protection, sales were down for Insecticides and Herbicides in particular, while the Fungicides business, which includes products to control fungal diseases, developed positively. The SeedGrowth business also made gains.

Our Seeds business delivered encouraging performance, growing sales by more than 8 percent. We also achieved substantial growth at Environmental Science, which encompasses our business with crop protection products for nonagricultural applications. Here we registered an increase of 4.5 percent.

(2017-1502e-6)

Last but not least - our Animal Health business unit grew sales by 4.8 percent to EUR 1.5 billion. EBITDA before special items was flat year on year at EUR 349 million.

The Seresto™ flea and tick collar in particular registered very strong growth of 55 percent. Sales of our Advantage™ family of flea, tick and worm control products were level with the previous year.

Let me conclude my summary of the business figures by saying a few words about Covestro. Since its stock market flotation in October 2015, Covestro has developed outstandingly. In 2016, its sales were level with the prior year at EUR 11.8 billion. By contrast, EBITDA before special items increased substantially, rising to around EUR 2 billion. This development was in part due to cost relief resulting from lower raw material prices.

A few of weeks ago, we reduced our holding in Covestro from around 64 percent to about 53 percent. This means that Bayer remains the company's majority shareholder, and Covestro will continue to be fully consolidated in Bayer's financial statements. However, it is still our intention to divest our entire interest in Covestro in the mid-term.

(2017-1502e-7)

As you can see, Bayer remains on track for success, and this is of course something that we would like you to appropriately share in as well. That's why the Board of Management and Supervisory Board are proposing a dividend of EUR 2.70 per share for fiscal 2016, representing a year-on-year increase of 8 percent and a total dividend payment of over EUR 2.2 billion. Together with the Supervisory Board, we are asking that you approve this proposal today.

Ladies and gentlemen,

the good figures are the product of what Bayer and its employees are all about. We want to improve people's quality of life. That's what drives us.

We'd now like to screen a short film to show you what this means. The film is about Claritin™, the best-selling product at Consumer Health. We acquired this allergy drug when we purchased Merck & Co.'s Consumer Care business.

Please note that the global Claritin™ brand is not available in Germany. There are some very substantial differences in the regional markets for over-the-counter drugs, which is why not all Consumer Health products are offered in every country. The United States is the main market for Claritin™.

Let's take a look at how Claritin™ helps people suffering from allergies to lead a normal life.

This is what we mean when we talk about improving people's quality of life. You may or not know this, but, depending on the region, between 10 and 20 percent of people suffer from allergic reactions of the upper respiratory tract.

(2017-1502e-8)

Ladies and gentlemen,

let me now move on to the agreed acquisition of Monsanto. I'm delighted to have the opportunity to personally outline the attractiveness of our plans to you today.

The acquisition of Monsanto is the perfect fit for our strategy of aspiring to occupy leadership positions with our Life Science businesses in attractive, innovation-driven markets.

And we are convinced that, together with Monsanto, we will be able to create substantial additional value in the long term through more innovation, stronger growth and greater efficiency.

With the acquisition, we are also pursuing our mission 'Science For A Better Life,' because the combination of these two highly innovative companies would above all also be beneficial to society. By 2050, our planet will likely be home to almost ten billion people. How can these people be fed with high-quality and affordable products while the amount of available farmland per head is declining? That's one of the most pressing questions of our time.

To overcome this challenge, we need to produce more food from the available land. According to an estimate by the United Nations Food and Agriculture Organization, agricultural production will have to be increased by 50 percent through 2050.

To achieve this in a sustainable way, we need new ideas and the courage to implement them. In other words, we need innovation. By combining our expertise with that of Monsanto, we can make an even better contribution to safeguarding the world's food supply.

We are creating a leading innovation company. If the merger had already taken place, combined research and development spending would amount to around EUR 2.5 billion in total - and that's just in the agriculture business.

Together we would be able to offer farmers around the world a strong product portfolio: from seeds and plant traits to controlling weeds, pests and fungal diseases. Good customer support will play an ever more important role, particularly with regard to increasing digitization in agriculture. Monsanto would contribute valuable expertise in this area as well.

And let me stress that the acquisition of Monsanto will not come at the expense of our other businesses. We will continue to drive forward the organic growth of our Pharmaceuticals, Consumer Health and Animal Health businesses as before. The necessary funding will continue to be available for investments at our sites as well as for smaller acquisitions and in-licensing.

We are of course aware that Monsanto does not have a good reputation in some countries, especially in Europe, and you can argue about whether the company has always acted wisely in its dealings with the public. However, that's not the Monsanto we know at all. Monsanto is a modern, highly innovative and extremely well-managed biotech company. It is one of the most innovative companies in the United States, and it is one of the most popular employers in that country.

Monsanto's image is also the result of massive campaigns whose organizers have managed to make the company a symbol of what many see as epitomizing a form of farming they oppose.

The main focus of this criticism is green genetic engineering. However, let me stress once again at this point that there is no evidence whatsoever to support the fears that are being stoked by opponents of this technology. Scientific studies have proven that green genetic engineering is safe. It can play a key role in feeding the growing global population, which is why more than 100 Nobel Prize winners last year wrote an open letter advocating its use.

Monsanto's image does of course represent a major challenge for us, and it's not an aspect I wish to play down. Yet we are facing this challenge with all those qualities that have made us what we are today: openness, expertise and responsibility.

This means two things above all. First, we will in the future be strengthening our dialog with the public, including critical stakeholder groups, provided they are interested in a fair and objective debate.

And second, after closing, we will manage the combined business in line with our standards, as we do all our other businesses - no ifs or buts about it.

(2017-1502e-9)

Ladies and gentlemen,

since our company is guided by a long-term strategy, long-term value creation is also crucial for us. The performance of Bayer shares over the past ten years paints a clear picture of their strength and stability, with them having increased by 144 percent over this period - and that's before you take into account the income provided by dividends.

A long-term investor who purchased Bayer shares for EUR 10,000 a decade ago and reinvested all dividends would have seen the value of the position grow to over
EUR 30,000 at the end of 2016, giving an average annual return of almost 12 percent. This means that our shares have clearly outperformed key reference indices. The DAX and the Euro Stoxx50 recorded average annual growth rates of almost 6 percent and as little as 1 percent over the same period. I think you'll agree that our performance has clearly been impressive.

Our goal is to continue this trend of creating value - and we feel that our acquisition of Monsanto will help us to achieve this. Since announcing our plans for the acquisition, we have frequently outlined the reasoning behind the transaction. This intensive dialog appears to have generated growing understanding for the rationale behind and attractiveness of the merger, as shown by our share price, which is currently much higher than it was before we announced our offer.
.

(2017-1502e-10)

Where do we currently stand in the acquisition process?

We have already completed a large part of the journey. After the merger agreement was signed in September, Monsanto's stockholders approved the transaction at a mandatory special stockholders' meeting in December.

We have been asked numerous times why we won't be obtaining the approval of our shareholders as well. Let me just say this: Concluding the agreement was and is the responsibility of the Board of Management, with the approval of the Supervisory Board. Approval from our shareholders to conclude the agreement with Monsanto is not required either by law or by our Articles of Incorporation.

Voluntarily obtaining approval for such a decision is theoretically an option, but one that is associated with far-reaching risks. We would have to expect legal challenges from individual shareholders against the decision, which would likely lead to a lengthy period of legal uncertainty. It could jeopardize the transaction and cause us to become embroiled in a legal dispute with Monsanto. We do not believe that it is in the interest of Bayer and its stockholders.

Let me now move on to the financing, an area in which we are also making good pro-
gress. We implemented the first equity measure in November 2016 with the successful issuance of mandatory convertible notes, which at maturity will be redeemed in exchange for new shares in Bayer AG. With a volume of EUR 4 billion, it was the largest issuance of mandatory convertible notes by a company outside the financial and banking sector in Europe.

As announced, we are also planning a capital increase with subscription rights. We will provide details of this at the appropriate time.

Additional financing steps include the issuance of corporate and hybrid bonds. Hybrid bonds are subordinated corporate bonds with very long maturities. They are treated as equity on a prorated basis by rating agencies.

Above all, however, we are making good progress in seeking antitrust approval for the transaction. We have already submitted applications for clearance to almost all of around 30 authorities.

In the United States, we are currently in the second phase of the review process. We are responding to questions raised by the U.S. Department of Justice, which is leading the process. Such an in-depth review is not uncommon in the United States.

We have also submitted an application to CFIUS - the Committee on Foreign Investment in the United States - for approval of the acquisition.

In Europe, we are currently preparing our submission, which we plan to file in the second quarter of 2017.

As our businesses are highly complementary in terms of both products and geographical focus, and there are only a small number of overlaps, we remain confident that we will be granted all the necessary clearances. We will be collaborating with the authorities in this regard in order to find appropriate solutions for existing overlaps.
Overall, we remain confident of closing the transaction before the end of 2017. With this in mind, we are engaging in all preparations necessary to facilitate the swift completion of the acquisition and the integration of the two companies.

Ladies and gentlemen,

to overcome the challenges of the future, productivity levels in modern agriculture will have to be substantially increased. To achieve this, we need to offer farmers around the world solutions that are optimally tailored to their local conditions.

As I have just said, digitization will play a key role in this. We're not talking about science fiction here, as the transition has been in full swing for quite some time. This film shot on a farm in Brazil shows where that journey is taking us.

(2017-1502e-11)

As you can see, digitization in agriculture can offer major benefits - not only for the people who work in the industry, but for the environment as well. Bayer aspires to drive these pioneering developments because innovation is our core competence and the foundation of our commercial success.

Let me now explain in a bit more detail what we are doing to further expand our innovation strength. The basis for this is excellence in research and development - including early-stage research, which safeguards our long-term growth.

We maintain a global network of research and development locations with more than 14,000 researchers in the Life Sciences. And last year we once again significantly increased our investment in research and development. We spent EUR 4.4 billion on research and development in the Life Science businesses, with Pharmaceuticals and Crop Science accounting for around 90 percent of this figure. The ratio of R&D spending to sales was nearly 13 percent, which was also a record for Bayer.

These efforts are paying off, as evidenced by our development pipelines.

At Crop Science, the combined peak sales potential of Bayer's crop protection and seed technology pipelines should total more than EUR 5 billion from products that have been or will be brought to market between 2015 and 2020.

At Pharmaceuticals, we have a whole range of promising product candidates currently in clinical development. Six of them - in the mid- to late-stage pipeline - have an estimated combined peak annual sales potential of at least EUR 6 billion.

Yet no company can go it alone in research today. A company also needs outstanding partners if it is to remain at the cutting edge of scientific and technological development - with the prospect of achieving breakthroughs in treating or even curing diseases, for instance.

We made considerable progress last year in this area as well. Together with Versant Ventures, for example, we established BlueRock Therapeutics, with the goal of developing stem cell therapies to cure various diseases. This will be made possible by forging strategic alliances with leading cooperation partners from science and industry.

Bayer and Versant have made available funding of US$225 million for the project, representing one of the largest start-up financing agreements for a biotech company. BlueRock will use this funding to transition numerous programs to clinical development, with an initial focus on cardiac, brain and neurological diseases.

BlueRock Therapeutics is the second major investment made by the Bayer Lifescience Center, the purpose of which is to quickly identify, promote and enable access to ground-breaking scientific advances in medicine and agriculture through collaborations or joint ventures with first-class biotechnology companies or academic institutes.

By networking with external partners, we gain access to the latest scientific findings and methods. This is tremendously important for our researchers, who want to find solutions to the problems they are working on.

And that's what our third film is about.

Ladies and gentlemen,

we have probably all experienced a friend or family member getting cancer, and I'm sure that all of us hope that we can one day defeat this terrible illness.

(2017-1502e-12)

As you've seen, we are making tremendous efforts to further expand our innovation strength.

Yet our success as an innovative life science company is also dependent on our environment. This is especially true in turbulent times like these. Let me make a few brief remarks on this matter at this point.

We firmly believe that we need innovation. New products and technologies are the bedrock of growth and prosperity.

As a company, Bayer can play a key role here. Yet our high level of investment in research and development is associated with enormous risks. For example, today it costs an average of more than EUR 1 billion and usually takes more than ten years to develop a new drug product.

It's a similar scenario in chemical crop protection. Here, the costs of developing a new product average EUR 250 million, and it generally takes 10 to 14 years from the first laboratory test to receiving marketing approval. Of 150,000 substances tested, only one or two eventually make it to the market.

Against this background, we need reliable and innovation-friendly conditions in our markets. Unfortunately, there are a number of reasons for concern here. I'd like to touch on two points.

First, for some time now we've been observing a worrying change in the culture of political discourse. Unfortunately, today it no longer goes without saying that debates about regulation will be conducted objectively. We are increasingly finding ourselves at the mercy of political interests. This makes them unpredictable - as is the case when it comes to approving or extending the approval for active ingredients used in crop protection products, for instance. However, we need reliable conditions - and thus regulation that is based on scientific findings. Without this, we cannot run a successful enterprise for our customers, employees and shareholders in the long term.

The same applies to the public debate about new technologies. While risk assessment is essential to providing a regulatory framework for new technologies, it is just as important to look at the opportunities. If this doesn't happen, companies cannot make long-term investments and contribute to a prospering society.

That is why, for example, we advocate introducing an innovation principle at European level. This would mean examining all new laws with regard to their impact on industry's ability to innovate. It would meaningfully supplement the precautionary principle, which is both productive and important. Together, the two principles could ensure a more balanced assessment of the benefits and risks of new technologies.

Second, a good level of education is more important than ever when it comes to fostering an innovation-friendly environment. Intelligent and creative minds contribute significantly to innovation, growth and prosperity. They are our most important resource.

Education also creates new perspectives and cohesion. This is especially pertinent in view of the current levels of immigration. We must succeed in the long-term integration of the many often young people who are fleeing to Europe to escape war and violence. The best way to achieve this is by facilitating their rapid access to vocational training programs and the workforce.

Schools, universities and preschools must therefore be well funded. I am convinced that many countries, including Germany, must do more in this regard. For example, education spending - both public and private - in Germany is equivalent to only around 4 percent of gross domestic product. This is much lower than the OECD average, which most recently stood at 5.2 percent.

Ladies and gentlemen,

allow me to now say a few things about Europe. The European Union is experiencing an identity crisis and centrifugal forces are increasing. The United Kingdom has become the first country to want to leave the European Union and go its own way.

In view of this situation, we need to inject new strength into the European ideal. We must not allow the tremendous achievements of the European Union to be talked down.

At the same time, however, we must not rest on these laurels. Instead, we need a constructive debate about reform in the European Union so that it remains attractive over the long term. With his 'White Paper on the Future of Europe,' European Commission President Juncker has initiated just such a discussion process. This is a very welcome development, because we all need a Europe that is flourishing and fit for the future.

(2017-1502e-13)

I have just explained how important education and training is for a country's ability to innovate. The same is also true for us as a company, of course. We want to recruit and retain the best minds, as we know that their ability, commitment and ideas are crucial to our business success. They make Bayer the great company it is.

That's why I would now like to thank our employees for their work and outstanding dedication.

We will of course give them a share in the company's success this year as well. For 2016, over EUR 1.4 billion has been earmarked for our employees.

Appropriate remuneration is important - but what makes Bayer an attractive employer goes way beyond that. Our employees know that they can make a difference at Bayer. They benefit from a host of development opportunities, an extensive range of training options, flexible working hours and support in finding childcare.

Word is also getting around that Bayer is an attractive employer, as illustrated by a recent survey of 100,000 employees conducted by German news magazine 'Focus'. In the poll, Bayer was named 'Germany's Best Employer 2017' across all industry sectors. The company also ranks among the most popular employers in many other countries as well.

I believe that this is something we can be proud of.

As you may be aware, a diverse workforce structure is now also a key competitive factor. It enables companies to better understand markets and consumer groups, and has also been proven to enhance problem-solving abilities and strengthen innovation.

We're making good progress in this area, too. Bayer actively promotes diversity, em-
ploying people from some 150 countries. Around 21 percent of managers are from countries outside of Western Europe and North America. We are looking to increase this figure to 25 percent by 2020.

We have shown a similar level of ambition in the targets we have set for appointing female managers in senior roles. In recent years, we have significantly increased the proportion of women in senior management - from 21 percent in 2010 to around 29 percent at the end of 2016. Without Covestro the proportion was 31 percent, and we aim to raise this to 35 percent by 2020.

Ladies and gentlemen,

another reason people enjoy working for Bayer is because they know that sustainability and social responsibility are firmly anchored in our corporate culture, and this is something they value.

Year in, year out, we make a valuable contribution to society: through our business operations and innovative products, of course, but also through our clear commitment to environmental protection and the responsible use of resources, as well through our wide-ranging humanitarian commitment and not-for-profit activities.

May I point out that this is something for which we have also received international recognition. Global sustainability and corporate responsibility indices rate Bayer as one of the leaders in its industry. We have been included in the Dow Jones Sustainability World Index since it was created in 1999, for instance. The same is true for the FTSE4Good Index, which was launched in 2001. These indices are important because they serve as a guide for investors.

In terms of what we are specifically doing in this regard, I'd like to touch on just two examples.

In 2016, Bayer was once again active in supporting people facing acute hardship as a result of natural disasters. For example, we provided medicines free of charge to help the victims of major earthquakes in Ecuador and Japan - as we have done so often in the past.

In the social sphere, we support our employees' commitment through the Bayer Cares Foundation's volunteering program. Last year, first-time funding was provided to
73 employee volunteering projects in 37 countries. Total funding amounts to around
EUR 340,000.

Since the program was launched in 2007, Bayer employees have implemented more than 500 social projects in 66 countries. Our social welfare foundation provided almost
EUR 1.8 million in funding for these projects.

Deployed near our sites, all the projects supported use innovative approaches to help solve societal problems. At this point, I'd like to thank our employees for their commitment to improving people's lives.

(2017-1502e-14)

Ladies and gentlemen,

let me now briefly touch on our current business performance. We published our figures for the first quarter yesterday, and they show that we have had a very successful start to 2017.

The Bayer Group grew sales to EUR 13.2 billion, representing a currency- and portfolio-adjusted increase of 9.4 percent. Clean EBITDA advanced substantially, rising by 14.9 percent to EUR 3.9 billion. All segments improved their operating performance. Business performance at Pharmaceuticals was very good.

In view of the significant sales and earnings growth achieved by Covestro, we have raised our Group outlook for 2017.

(2017-1502e-15)

That brings us on to our financial targets for the current year. We expect the Bayer Group to continue its positive performance and are targeting another record year.

As you can see on the slide, we continue to plan sales of approximately EUR 37 billion for the Life Science businesses. This corresponds to a mid-single-digit percentage increase on a currency- and portfolio-adjusted basis. EBITDA before special items of our Life Science businesses is targeted to increase by a mid- to high-single-digit percentage.

For the Bayer Group as a whole - in other words also including Covestro - we are now planning to increase sales to approximately EUR 51 billion. This corresponds to a mid- to high-single-digit percentage increase on a currency- and portfolio-adjusted basis. EBITDA before special items is now expected to improve by a low-teens percentage, while we see core earnings per share rising by a mid- to high-single-digit percentage.

(2017-1502e-16)

Ladies and gentlemen,

we are optimistic for 2017 - and beyond. And I am firmly convinced that we have good reason to be.

Over the past few years, Bayer has evolved into a Life Science company with a focused portfolio. We are now ideally positioned to benefit from and advance current technological developments in the Life Sciences.

The agreement we reached last year to acquire Monsanto marks another important milestone and will further strengthen Bayer as a Life Science company. It's the right move at the right time, and it's good for all of our stakeholders: for you, our shareholders, for our customers, for our employees - and for society as a whole.

It will enable us to make an even better contribution to solving pressing problems and improving the quality of life of many people. That's what we stand for. That's what we mean with our claim of Bayer: Science For A Better Life.

I would like to thank you, our shareholders, for placing your trust in us and supporting us on our journey.

Thank you for your attention.

Forward-Looking Statements
Certain statements contained in this communication may constitute 'forward-looking statements.' Actual results could differ materially from those projected or forecast in the forward-looking statements. The factors that could cause actual results to differ materially include the following: uncertainties as to the timing of the transaction; the possibility that the parties may be unable to achieve expected synergies and operating efficiencies in the merger within the expected time-frames or at all and to successfully integrate Monsanto's operations into those of Bayer; such integration may be more difficult, time-consuming or costly than expected; revenues following the transaction may be lower than expected; operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following the announcement of the transaction; the retention of certain key employees at Monsanto; risks associated with the disruption of management's attention from ongoing business operations due to the transaction; the conditions to the completion of the transaction may not be satisfied, or the regulatory approvals required for the transaction may not be obtained on the terms expected or on the anticipated schedule; the parties' ability to meet expectations regarding the timing, completion and accounting and tax treatments of the merger; the impact of the refinancing of the loans taken out for the transaction, the impact of indebtedness incurred by Bayer in connection with the transaction and the potential impact on the rating of indebtedness of Bayer; the effects of the business combination of Bayer and Monsanto, including the combined company's future financial condition, operating results, strategy and plans; other factors detailed in Monsanto's Annual Report on Form 10-K filed with the SEC for the fiscal year ended August 31, 2016 and Monsanto's other filings with the SEC, which are available athttp://www.sec.govand on Monsanto's website atwww.monsanto.com; and other factors discussed in Bayer's public reports which are available on the Bayer website atwww.bayer.com. Bayer and Monsanto assume no obligation to update the information in this communication, except as otherwise required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date.