June 07, 2017

NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN

Bayer places 8.5 percent of Covestro's shares and EUR 1 billion bonds exchangeable into Covestro shares

Leverkusen, June 7, 2017 - Bayer AG has reduced its direct holding in Covestro
from 53.3 percent to 44.8 percent. This was achieved by selling 17.25 million
of Covestro shares at a price of EUR 62.25 per share via an accelerated
bookbuilding procedure. The planned deposit in Bayer Pension Trust e. V. will
reduce Bayer AG's stake in Covestro by a further 4 percentage points.

In addition, Bayer AG placed bonds exchangeable into Covestro shares maturing
in 2020 in an aggregate principal amount of EUR 1 billion. The bonds bear
interest at a rate of 0.05 percent per annum. The issue price was fixed at
105.25 percent of the principal amount and the initial exchange price at EUR
80.93. Upon exchange of the bonds, Bayer will have the flexibility to settle
the bonds in cash, by delivery of Covestro shares or by a combination thereof.

The accelerated bookbuilding and the offering of the exchangeable bonds took
place Tuesday evening after market close and were addressed to institutional
investors only. In the context of the placements, Bayer has agreed to a lock-up
period of 90 days.

The transactions offer Bayer the opportunity to further reduce its holding in
Covestro. Covestro will continue to be fully consolidated in Bayer's financial
statements since Bayer should continue to hold the majority at a Covestro
annual stockholders meeting after these transactions are completed. As
previously announced, Bayer aims to achieve full separation from Covestro in
the medium term.

Bayer: Science For A Better Life

Bayer is a global enterprise with core competencies in the Life Science fields
of health care and agriculture. Its products and services are designed to
benefit people and improve their quality of life. At the same time, the Group
aims to create value through innovation, growth and high earning power. Bayer
is committed to the principles of sustainable development and to its social and
ethical responsibilities as a corporate citizen. In fiscal 2016, the Group
employed around 115,200 people and had sales of EUR 46.8 billion. Capital
expenditures amounted to EUR 2.6 billion, R&D expenses to EUR 4.7 billion.
These figures include those for the high-tech polymers business, which was
floated on the stock market as an independent company named Covestro on October
6, 2015. For more information, go to www.bayer.com.


Forward-looking statements

This release may contain forward-looking statements based on current
assumptions and forecasts made by Bayer management. Various known and unknown
risks, uncertainties and other factors could lead to material differences
between the actual future results, financial situation, development or
performance of the company and the estimates given here. These factors include
those discussed in Bayer's public reports which are available on the Bayer
website at www.bayer.com. The company assumes no liability whatsoever to update
these forward-looking statements or to conform them to future events or
developments.

Additional Information
This press release constitutes neither an offer to sell nor a solicitation to
buy any securities of Bayer, Covestro or their respective subsidiaries. The
Covestro shares have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act") and may not be
offered or sold in the United States of America absent registration or an
applicable exemption from the registration requirements under the Securities
Act. The bonds have not been and will not be registered under the Securities
Act and may not be offered or sold in the United States of America or to, or
for the account or benefit of, any US person absent registration or an
applicable exemption from the registration requirements under the Securities
Act.