September 20, 2016

"Meet Management" investor conference:

Bayer sets ambitious growth and earnings aspirations

Further sales and earnings growth pursued in all businesses / Combined peak annual sales potential of recently launched pharmaceutical products raised to over EUR 10 billion / Six further product candidates in the Pharmaceuticals pipeline have combined peak sales potential of at least EUR 6 billion / Strong brands driving business at Consumer Health / Above-market sales growth and substantial margin increases expected at Crop Science following the closing of the agreed acquisition of Monsanto
Leverkusen/Cologne, September 20, 2016 - The Bayer Group aims to achieve
further growth in the coming years and is seeking higher sales and earnings in
all businesses. "We are optimistic about Bayer's medium-term development and
have therefore set ambitious aspirations," Management Board Chairman Werner
Baumann said on Tuesday at the "Meet Management" investor conference in
Cologne. "We anticipate especially significant sales and margin growth at
Pharmaceuticals. This growth is expected to be driven particularly by the
positive development of our recently launched products, for which we now see
combined peak sales potential of more than EUR 10 billion," said Baumann. At
Crop Science, Bayer expects a substantial increase in the margin after closing
of the planned acquisition of Monsanto. The prospects for Consumer Health and
Animal Health are positive as well.

In the prescription medicines business (Pharmaceuticals), Bayer aspires to
achieve average annual sales growth of approximately 6 percent by the end of
2018 after adjusting for currency and portfolio effects (Fx & portfolio adj.).
Sales of this division totaled EUR 15,308 million in 2015 including the
Radiology business. Bayer aims to increase the EBITDA margin before special
items of Pharmaceuticals to between 32 and 34 percent in 2018 (2015: 30.1
percent).

Baumann raised the estimate of the combined peak annual sales potential of the
five recently launched pharmaceutical products from previously at least EUR 7.5
billion to now more than EUR 10 billion. Bayer now expects peak sales potential
of more than EUR 5 billion (previously: approximately EUR 3.5 billion) for the
anticoagulant Xarelto™; the figure for the eye medicine Eylea™ is now more than
EUR 2.5 billion (previously: at least EUR 1.5 billion). The company anticipates
peak sales potential of more than (previously: at least) EUR 1 billion for the
cancer drug Xofigo™ and more than (previously: at least) EUR 0.5 billion for
the pulmonary hypertension treatment Adempas. The peak sales potential of the
cancer drug Stivarga™ is unchanged at at least EUR 1 billion.

"We are also very confident about our Pharmaceuticals business beyond these
products," stressed Baumann. He explained that Bayer has promising product
candidates in its Pharmaceuticals pipeline, six of which have combined peak
sales potential of at least EUR 6 billion. This includes vericiguat to treat
worsening chronic heart failure (approximately EUR 0.5 billion), finerenone for
diabetic kidney disease (at least EUR 1 billion), vilaprisan against uterine
fibroids (at least EUR 1 billion), BAY-1841788 (ODM-201) to combat prostate
cancer (at least EUR 1 billion), anetumab ravtansine to treat various types of
cancer (at least EUR 2 billion) and copanlisib to combat lymphoma (at least EUR
0.5 billion). Overall Bayer currently has 19 projects in clinical Phase III, 16
in Phase II and 15 in Phase I. "We are planning at least 20 product launches at
Pharmaceuticals by the end of 2023," said the Management Board Chairman,
explaining that this includes both new active substances and new indications
for already approved substances.

Consumer Health aims to accelerate innovation

In the business with self-care products (Consumer Health), Bayer aims to grow
average annual sales by between 4 and 5 percent (Fx & portfolio adj.) by the
end of 2018 (2015: EUR 6,076 million). The company aspires to achieve a clean
EBITDA margin of approximately 25 percent in 2018 (2015: 24.0 percent). In this
attractive business, Bayer has a wide range of strong brands such as the
analgesics Aspirin™ and Aleve™, the antihistamine Claritin™ and the Bepanthen™/
Bepanthol™ wound and skin care products, Baumann explained. "At Consumer Health
we want to concentrate on global brands that occupy leading positions in their
respective categories and implement differentiated brand strategies tailored to
the respective local markets." The focus here is on key markets such as the
United States, China, Brazil and Russia, the Bayer CEO said, adding that the
company aims to accelerate innovation at Consumer Health. According to Baumann,
the objectives here include leveraging the growth potential offered by seeking
regulatory approval for over-the-counter status for products that previously
were only available with a prescription (Rx-to-OTC switches), and developing
new digital health offerings for consumers.

Crop Science targeting higher margins following closing of the Monsanto
acquisition

In the agricultural business (Crop Science), Bayer is aspiring above-market
average annual sales growth (Fx & portfolio adj.) in the coming years,
accounting for the agreed acquisition of Monsanto. Pro forma sales of the
combined business of the Crop Science Division and Monsanto amounted to EUR
23.1 billion in the calendar year 2015. It is planned for the clean EBITDA
margin of the combined agricultural business to reach more than 30 percent
after the third year following closing of the transaction (2015 pro forma:
approximately 27 percent).

"The agreed acquisition of Monsanto represents a major step forward for our
Crop Science Division and reinforces Bayer's position as a global,
innovation-driven Life Science company with leadership positions in our
segments," said Baumann. He explained that Bayer aims to create a leading
agricultural company with an integrated offering. The broad product range and
the research and development pipeline of the combined business offer better
solutions for farmers' current and future needs, he said. Over the medium to
long term, the combined company will be able to accelerate innovation and
provide customers with enhanced solutions and an optimized product suite based
on analytical agronomic insight supported by Digital Farming applications.

Bayer and Monsanto signed a definitive merger agreement on September 14 that
enables Bayer to acquire Monsanto for USD 128 per share in an all-cash
transaction. The acquisition is subject to customary closing conditions,
including Monsanto shareholder approval of the merger agreement and receipt of
required regulatory approvals. Closing is expected by the end of 2017.

"We also want to continue growing in the Animal Health business," emphasized
Baumann. Bayer aspires to grow sales of that business by between 4 and 5
percent yearly on average through the end of 2018 (2015: EUR 1,490 million).
The company seeks to reach a clean EBITDA margin of between 23 and 24 percent
in 2018 (2015: 23.4 percent).


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 2015, the Group
employed around 117,000 people and had sales of EUR 46.3 billion. Capital
expenditures amounted to EUR 2.6 billion, R&D expenses to EUR 4.3 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.


Cautionary Statements Regarding Forward-Looking Information
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: the risk that
Monsanto Company's ("Monsanto") stockholders do not approve the transaction;
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 timeframes or at all and to successfully
integrate Monsanto's operations into those of Bayer Aktiengesellschaft
("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
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
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 U.S.
Securities and Exchange Commission (the "SEC") for the fiscal year ended August
31, 2015 and Monsanto's other filings with the SEC, which are available at
http://www.sec.gov and on Monsanto's website at www.monsanto.com; and other
factors discussed in Bayer's public reports which are available on the Bayer
website at www.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 hereof.


Additional Information and Where to Find It
This communication relates to the proposed merger transaction involving
Monsanto and Bayer. In connection with the proposed merger, Monsanto and Bayer
intend to file relevant materials with the SEC, including Monsanto's proxy
statement on Schedule 14A (the "Proxy Statement"). This communication does not
constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote or approval, and is not a substitute
for the Proxy Statement or any other document that Monsanto may file with the
SEC or send to its stockholders in connection with the proposed merger.
STOCKHOLDERS OF MONSANTO ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH
THE SEC, INCLUDING THE PROXY STATEMENT, WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors
and security holders will be able to obtain the documents (when available) free
of charge at the SEC's web site, http://www.sec.gov, and Monsanto's website,
www.monsanto.com, and Monsanto stockholders will receive information at an
appropriate time on how to obtain transaction-related documents for free from
Monsanto. In addition, the documents (when available) may be obtained free of
charge by directing a request to Corporate Secretary, Monsanto Company, 800
North Lindbergh Boulevard, St. Louis, Missouri 63167, or by calling (314)
694-8148.


Participants in Solicitation
Monsanto, Bayer and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from the holders of
Monsanto common stock in respect of the proposed transaction. Information about
the directors and executive officers of Monsanto is set forth in the proxy
statement for Monsanto's 2016 annual meeting of stockholders, which was filed
with the SEC on December 10, 2015, and in Monsanto's Annual Report on Form 10-K
for the fiscal year ended August 31, 2015, which was filed with the SEC on
October 29, 2015. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the Proxy Statement and
other relevant materials to be filed with the SEC in respect of the proposed
transaction when they become available.