October 13, 2017

Milestone on Bayer's path to completing the planned acquisition of Monsanto:

Bayer signs agreement to sell selected Crop Science businesses to BASF for EUR 5.9 billion

Package includes global glufosinate-ammonium business and selected seeds activities / Assets generated total sales of EUR 1.3 billion in 2016 / Sale is subject to successful closing of Bayer's acquisition of Monsanto / BASF has committed to maintain employment for all transferring permanent employees for at least three years post closing
Leverkusen, October 13, 2017 - In light of the planned acquisition of Monsanto,
Bayer has signed an agreement to sell selected Crop Science businesses to BASF
for EUR 5.9 billion. The assets to be sold generated net sales of approximately
EUR 1.3 billion in 2016. "We are taking an active approach to address potential
regulatory concerns, with the goal of facilitating a successful close of the
Monsanto transaction," explained Werner Baumann, Chairman of the Board of
Management of Bayer AG. "At the same time, we are pleased that, in BASF, we
have found a strong buyer for our businesses that will continue to serve the
needs of growers and offer our employees long-term prospects." The transaction
is subject to regulatory approvals as well as the successful closing of Bayer's
acquisition of Monsanto.

The assets to be sold include Bayer's global glufosinate-ammonium business and
the related LibertyLink™ technology for herbicide tolerance, essentially all of
the company's field crop seeds businesses, as well as respective research and
development capabilities. The seeds businesses being divested include the
global cotton seed business (excluding India and South Africa), the North
American and European canola seed businesses and the soybean seed business. The
transaction includes the transfer of relevant intellectual property and
facilities, as well as more than 1,800 employees primarily in the United
States, Germany, Brazil, Canada and Belgium. As part of the agreement, BASF has
committed to maintain all permanent positions, under similar conditions, for at
least three years after closing of the transaction.

"We are very grateful to our employees, who have played a key role in the
success of these businesses over the years," said Baumann. "At the same time,
we are aware of the need to address certain overlaps in the combined product
portfolio of Bayer and Monsanto." Bayer continues to work diligently with the
relevant authorities with the aim of closing the planned acquisition of
Monsanto by early 2018.

"With this acquisition, we are seizing the opportunity to purchase highly
attractive assets in key row crops and markets. We look forward to growing
these innovative and profitable businesses and to welcoming the experienced and
dedicated team in crop protection, seeds and traits. These businesses are an
excellent match for BASF Group's portfolio," said Dr. Kurt Bock, Chairman of
the Board of Executive Directors of BASF SE.

"I am very pleased that, in BASF, Bayer has selected an acquirer that, like our
company, attaches a great deal of importance to social partnership and values
its employees. I welcome the fact that BASF has committed to offering
comparable employment conditions for our colleagues," said Oliver Zühlke,
Chairman of the Bayer Central Works Council.

Bayer will continue to own, operate and maintain these businesses until the
closing of this divestiture. After the closure of the planned Monsanto
acquisition, Bayer will continue to be active in these same areas as a result
of Monsanto's current programs, products and offerings.

The base purchase price of EUR 5.9 billion excludes the value of any net
working capital and will be subject to customary adjustments at closing,
including the value of any inventories transferred to BASF. Bayer will use net
proceeds from the announced divestiture to partially refinance the planned
acquisition of Monsanto. Bayer will provide an update on the total expected
synergies from the Monsanto acquisition latest upon closing of the transaction.

BofA Merrill Lynch and Credit Suisse are acting as financial advisors to Bayer.
Bayer's legal advisors are Sullivan & Cromwell, Dentons, Cohen & Grigsby and
Redeker, Sellner & Dahs.



For more information go to www.bayer.com.

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. 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 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.