Obligation Bayris 2.125% ( XS1840614736 ) en EUR

Bayris

100 % ▲

Allemagne

XS1840614736 ( en EUR )

2.125% par an ( paiement trimestriel )

26/06/2022 - Obligation échue

Prospectus brochure de l'obligation Bayer XS1840614736 en EUR 2.125%, échue

100 000 EUR

750 000 000 EUR

Bayer est une société multinationale allemande spécialisée dans les sciences de la vie, opérant dans les secteurs de la santé, de l'agriculture et des produits de consommation.

L'Obligation émise par Bayris ( Allemagne ) , en EUR, avec le code ISIN XS1840614736, paye un coupon de 2.125% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le 26/06/2022

Not for distribution in the United States of America

5,000,000,000
Bayer Aktiengesellschaft
(incorporated in the Federal Republic of Germany)
as Guarantor issued by
Bayer Capital Corporation B.V.
(incorporated in The Netherlands)

750,000,000 Floating Rate Notes due June 26, 2022
ISIN XS1840614736, Common Code 184061473 and German Securities Code
(WKN) A192DN
Issue Price: 100.000%
and
1,000,000,000 0.625% Notes due December 15, 2022
ISIN XS1840614900, Common Code 184061490 and German Securities Code
(WKN) A192DP
Issue Price: 99.772%
and
1,750,000,000 1.500% Notes due June 26, 2026
ISIN XS1840618059, Common Code 184061805 and German Securities Code
(WKN) A192DQ
Issue Price: 99.589%
and
1,500,000,000 2.125% Notes due December 15, 2029
ISIN XS1840618216, Common Code 184061821 and German Securities Code
(WKN) A192DR
Issue Price: 99.143%
Pursuant to this offering memorandum (the "Offering Memorandum"), Bayer Capital Corporation B.V.
(the "Issuer" or "Bayer Capital Corp") will issue on June 26, 2018 (i) 750,000,000 floating rate notes
due June 26, 2022 (the "Floating Rate Notes 2022"), (ii) 1,000,000,000 0.625% notes due
December 15, 2022 (the "Fixed Rate Notes 2022"), (iii) 1,750,000,000 1.500% notes due June 26,
2026 (the "Notes 2026") and (iv) 1,500,000,000 2.125% notes due December 15, 2029 (the
"Notes 2029" and, together with the Floating Rate Notes 2022, the Fixed Rate Notes 2022 and the
Notes 2026, the "Notes"). The Floating Rate Notes 2022 will bear interest at a floating rate of interest (3-
month EURIBOR plus a margin of 55 bps per year), the Fixed Rate Notes 2022 will bear interest at a rate

of 0.625% per year, the Notes 2026 will bear interest at a rate of 1.500% per year and the Notes 2029
will bear interest at a rate of 2.125% per year. The Issuer will pay interest on the Floating Rate Notes 2022
in arrears on March 26, June 26, September 26 and December 26 in each year, interest on the Fixed
Rate Notes 2022 and the Notes 2029 in arrears on December 15 in each year and interest on the
Notes 2026 in arrears on June 26 in each year. The first payment of interest on the Floating Rate
Note 2022 shall be made on September 26, 2018, on the Fixed Rate Notes 2022 and the Notes 2029 on
December 15, 2018 (short first coupon), respectively, and on the Notes 2026 on June 26, 2019. The
Notes, which are governed by the laws of the Federal Republic of Germany ("Germany"), and all Notes
will be issued in a denomination of 100,000.
The Notes will constitute unconditional, unsecured and unsubordinated obligations of the Issuer, ranking
pari passu among themselves and pari passu with all other unsecured and unsubordinated obligations of
the Issuer, unless such obligations are accorded priority under mandatory provisions of statutory law. The
Notes will be unconditional y and irrevocably guaranteed by Bayer Aktiengesellschaft, Leverkusen,
Germany (hereinafter referred to as "Bayer AG" or the "Company" or the "Guarantor", and together with
its subsidiaries, including as of June 7, 2018 Monsanto Company, St. Louis, Missouri, United States
("Monsanto Company") and its subsidiaries, "Bayer," "we," "us," "our," the "Bayer Group" or the
"Group"). The Guarantor's guarantee of the Notes (the "Guarantee") will be unconditional, unsecured
and unsubordinated and will rank pari passu with al other unsecured and unsubordinated obligations of
the Guarantor, unless such obligations are accorded priority under mandatory provisions of statutory law.
Unless previously redeemed or purchased and cancelled in accordance with its relevant terms and
conditions of the Notes ("Terms and Conditions"), the Floating Rate Notes 2022 will be redeemed at par
on June 26, 2022, the Fixed Rate Notes 2022 will be redeemed at par on December 15, 2022, the
Notes 2026 will be redeemed at par on June 26, 2026 and the Notes 2029 will be redeemed at par on
December 15, 2029. Each and any series of Notes may also be redeemed before this date, in whole but
not in part, at their principal amount, together with, if applicable, accrued interest, in the event of certain
changes in taxation, see "Overview of the terms and conditions of the Notes and the Guarantee -- Early
Redemption for Reasons of Taxation". The Issuer will have the option to redeem the Fixed Rate
Notes 2022, the Notes 2026 and the Notes 2029 prior to maturity, in whole but not in part, at their principal
amount, together with accrued interest, if applicable, and a premium, see "Overview of the terms and
conditions of the Notes and the Guarantee -- Early Redemption at the Option of the Issuer". If a change
of control occurs, each of the holders of Notes (the "Holders" and each a "Holder") will have the option
to require the Issuer to redeem or, at the Issuer's option, repurchase al or part of the Notes held by such
Holder at their principal amount together with, if applicable, accrued interest, see "Overview of the terms
and conditions of the Notes and the Guarantee -- Early Redemption at the Option of the Holders upon a
Change of Control".
On issue, the Notes are rated BBB by S&P Global Ratings ("S&P"), Baa1 by Moody's Investors Service
Limited ("Moody's") and A- by Fitch Ratings ("Fitch"). At the date of this Offering Memorandum, the
Guarantor has a long-term corporate rating of BBB (stable outlook) assigned by S&P, Baa1 (negative
outlook) assigned by Moody's and A- assigned by Fitch (stable outlook). A rating is not a recommendation
to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the
assigning rating agency. At the date of this Offering Memorandum, S&P, Moody's and Fitch are
established in the European Union, registered under Regulation (EC) no. 1060/2009 of the European
Parliament and of the Council dated 16 September 2009 on credit rating agencies, as amended (the
"CRA Regulation") and included in the list of registered credit rating agencies published by the European
Securities and Markets Authority on its website (www.esma.europa.eu) in accordance with the CRA
Regulation.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act") and are being offered and sold in transactions outside the United
States of America ("United States" or "US") to non-U.S. persons (as defined in Regulation S under
the Securities Act ("Regulation S")) in reliance on Regulation S under the Securities Act.
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Each series of the Notes will initially be represented by a temporary global bearer note (each a
"Temporary Global Note"), without interest coupons. The Notes are issued in new global note ("NGN")
form and will be delivered on or around the issue date (the "Issue Date") to a common safekeeper
("Common Safekeeper") for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, société
anonyme, Luxembourg ("CBL", and, together with Euroclear, the "Clearing System"). The Temporary
Global Note will be exchangeable in whole or in part for a permanent global bearer note (each a
"Permanent Global Note" and, together with the respective Temporary Global Note, the "Global Notes")
without interest coupons, not earlier than 40 days after the Issue Date, upon certification as to non-U.S.
beneficial ownership. The Global Notes are intended to be eligible collateral for Eurosystems monetary
policy. Whether NGNs are recognizable as eligible collateral for Eurosystem monetary policy and intra-
day credit operations will depend upon satisfaction of the Eurosystem eligibility criteria.
Prospective investors should be aware that an investment in the Notes involves risks and that if
certain risks, in particular those described under "Risk Factors", occur, the investors may lose all
or a very substantial part of their investment.
This Offering Memorandum has been prepared on the basis that all offers of the Notes will be made
pursuant to an exemption under European Union's Directive 2003/71/EC, as amended ("Prospectus
Directive"), from the requirement to produce a prospectus in connection with offers of the Notes and is
thus, for the purposes of the offering of the Notes, not a prospectus within the meaning of the Prospectus
Directive. Accordingly, any person making or intending to make any offer within the European Economic
Area ("EEA") of the Notes which are the subject of the offering contemplated in this Offering Memorandum
should only do so in circumstances in which no obligation arises for the Issuer, the Guarantor, the Joint
Bookrunners or the Co-Managers to produce a prospectus for such offers. None of the Issuer, the
Guarantor, the Joint Bookrunners and the Co-Managers has authorized, nor do they authorize, the
making of any offer of the Notes through any financial intermediary, other than offers made by the Joint
Bookrunners or the Co-Managers which constitute the final placement of the Notes contemplated in this
Offering Memorandum.
Application has been made to the Luxembourg Stock Exchange for the Notes to be listed on the Official
List of the Luxembourg Stock Exchange and to be admitted to trading on the Luxembourg Stock
Exchange's Regulated Market (the "Listing"). The Luxembourg Stock Exchange's Regulated Market is a
regulated market for the purposes of Directive 2014/65/EU of the European Parliament and of the Council
of 21 April 2004 on Markets in Financial Instruments (as amended, "MiFID II"). Only for purposes of the
Listing, this Offering Memorandum constitutes a prospectus within the meaning of the Prospectus
Directive, i.e. a listing prospectus according to Article 3.3 of the Prospectus Directive. By approving a
prospectus, the Commission de Surveil ance du Secteur Financier (the "CSSF") shal give no undertaking
as to the economic and financial soundness of the operation or the quality or solvency of the issuer
pursuant to Article 7(7) Loi relative aux prospectus pour valeurs mobilières.
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor
means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID
II; or (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the "Insurance Mediation
Directive"), where that customer would not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive. Consequently,
no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs
Regulation") for offering or sel ing the Notes or otherwise making them available to retail investors in the
EEA has been prepared and therefore offering or selling the Notes or otherwise making them available
to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

C-3

This Offering Memorandum does not constitute an offer to sel , or the solicitation of an offer to buy Notes
in any jurisdiction where such offer or solicitation is unlawful. The Notes are subject to U.S. tax law
requirements and may, subject to certain exceptions, not be offered, sold or delivered within the United
States or to U.S. persons. For a further description of certain restrictions on the offering and sale of the
Notes and on the distribution of this Offering Memorandum, see "4.2 Sel ing Restrictions" below.

The date of this Offering Memorandum is June 22, 2018

Joint Bookrunners

Barclays
BNP PARIBAS
Citigroup
Credit Suisse

Banca IMI
Banco Bilbao
Credit Agricole
Commerzbank
Deutsche Bank
Vizcaya Argentaria
CIB

ING
Santander
SMBC Nikko
Société Générale
UniCredit Bank
Corporate &
Corporate &
Investment Banking
Investment Banking

Co-Managers

BayernLB
BNY Mellon Capital Markets EMEA Limited
Helaba

NatWest Markets
SEB
Standard Chartered Bank

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RESPONSIBILITY STATEMENT
Bayer AG with its registered office in Leverkusen, Germany, and Bayer Capital Corp with its registered
office in Mijdrecht, The Netherlands, are solely responsible for the information given in this Offering Memorandum
and for the information which will be contained in the Terms and Conditions (as defined herein). The Issuer and
the Guarantor hereby declare that, having taken all reasonable care to ensure that such is the case, the information
contained in this Offering Memorandum for which they are responsible, is, to the best of their knowledge, in
accordance with the facts and contains no omission likely to affect its import. This Offering Memorandum should
be read and understood in conjunction with all documents incorporated herein by reference.
NOTICE
This Offering Memorandum should be read and construed with any supplement thereto and with any other
documents incorporated by reference in relation to the Notes.
This Offering Memorandum is confidential and is being furnished by (i) Barclays Bank PLC ("Barclays"),
BNP Paribas ("BNP Paribas"), Citigroup Global Markets Limited ("Citigroup"), Credit Suisse Securities (Europe)
Limited ("Credit Suisse"), Banca IMI S.p.A. ("Banca IMI"), Banco Bilbao Vizcaya Argentaria, S.A. ("Banco Bilbao
Vizcaya Argentaria, S.A."), Banco Santander, S.A. ("Santander Corporate & Investment Banking"),
Commerzbank Aktiengesellschaft ("Commerzbank"), Crédit Agricole Corporate and Investment Bank ("Credit
Agricole CIB"), Deutsche Bank AG, London Branch ("Deutsche Bank"), ING Bank N.V. ("ING"), SMBC Nikko
Capital Markets Limited ("SMBC Nikko"), Société Générale ("Société Générale Corporate & Investment
Banking") and UniCredit Bank AG ("UniCredit Bank") (together the "Joint Bookrunners") and (ii) Bayerische
Landesbank ("BayernLB"), BNY Mellon Capital Markets EMEA Limited ("BNY Mellon Capital Markets EMEA
Limited"), Landesbank Hessen-Thüringen Girozentrale ("Helaba"), NatWest Markets Plc ("NatWest Markets
Plc"), Skandinaviska Enskilda Banken AB (publ) ("SEB") and Standard Chartered Bank ("Standard Chartered
Bank") (together the "Co-Managers") solely for the purpose of enabling prospective investors to consider the
purchase of the Notes described herein. The information contained in this Offering Memorandum has been
provided by the Issuer and the Guarantor and the other sources identified herein. To the fullest extent permitted by
law, no representation or warranty is made or implied by the Joint Bookrunners, the Co-Managers or any of their
affiliates, and neither the Joint Bookrunners, the Co-Managers nor any of their affiliates make any representation
or warranty or accept any responsibility, as to the accuracy or completeness of the information contained in this
Offering Memorandum or for any statement purported to be made by or on behalf of the Joint Bookrunners or the
Co-Managers. Investors in the Notes must solely rely on the information contained in this Offering Memorandum.
No person has been authorized to provide any information or to make any representation concerning
Bayer or the Notes (other than as contained in this Offering Memorandum) and, if provided or made, any such
information or representation should not be relied upon as having been authorized by Bayer, the Joint Bookrunners,
the Co-Managers or their respective affiliates. In making an investment decision, investors must rely on their own
examination of the Issuer, Bayer, and the terms of the offering, including the merits and risks involved. Any decision
to purchase Notes solely be based on this Offering Memorandum.
Any reproduction or distribution of this Offering Memorandum, in whole or in part, and any disclosure of
its contents or use of any information contained herein for any purpose other than considering an investment in the
Notes is prohibited. Each offeree of the Notes, by accepting delivery of this Offering Memorandum, agrees to the
foregoing.
The Issuer and the Guarantor have confirmed to the Joint Bookrunners and the Co-Managers that this
Offering Memorandum is true and accurate in all material respects and is not misleading; that any opinions and
intentions expressed herein are honestly held and based on reasonable assumptions; that there are no other facts
with respect to the Issuer and the Guarantor, the omission of which would make this Offering Memorandum as a
whole or any statement herein or opinions or intentions expressed herein misleading in any material respect; and
that all reasonable enquiries have been made to verify the foregoing.
To the fullest extent permitted by law, the Joint Bookrunners and the Co-Managers do not accept any
responsibility for the contents of this Offering Memorandum or for any other statements made or purported to be
made by the Joint Bookrunners and the Co-Managers or on their behalf in connection with the Issuer, the
Guarantor, the Notes or the Guarantee. Accordingly, the Joint Bookrunners and the Co-Managers disclaim all and
any liability whether arising in tort or contract or otherwise which it might otherwise have in respect of this Offering
Memorandum or any such statement.
The Joint Bookrunners and the Co-Managers are acting exclusively for the Issuer and the Guarantor and
no other person in connection with the offering of the Notes. They will not regard any other person (whether or not
a recipient of this document) as their client in relation to the offering of the Notes and will not be responsible to
anyone other than the Issuer and the Guarantor for providing the protections afforded to their respective clients or
for giving advice in relation to the offering or any transaction or arrangement referred to herein.
Neither the delivery of this Offering Memorandum nor the offering, sale or delivery of Notes and the
Guarantee shall, in any circumstances, create any implication that the information contained in this Offering

-i-

Memorandum is true subsequent to the date upon which this Offering Memorandum has been published or most
recently amended or supplemented, or that there has been no adverse change in the financial position of the Issuer
and the Guarantor after the date hereof or, as the case may be, the date upon which this Offering Memorandum
has been most recently supplemented or the balance sheet date of the most recent financial statements which are
deemed to be incorporated into this Offering Memorandum by reference or that any other information supplied in
connection with the Notes is correct at any time subsequent to the date on which it is supplied or, if different, the
date indicated in the document containing the same.
None of the Issuer, the Guarantor, the Joint Bookrunners and the Co-Managers nor any of their respective
representatives, is making any representation to any offeree or purchaser of the Notes regarding the legality of an
investment in the Notes by such offeree or purchaser under the laws applicable to such offeree or purchaser.
Prospective investors should not construe anything in this Offering Memorandum as legal, tax, business or financial
advice. Each investor should consult with his or her own advisors as to the legal, tax, business, financial and related
aspects of purchases of Notes and the Guarantee.
This document may only be communicated or caused to be communicated in circumstances in which
Section 21 para. 1 of the United Kingdom Financial Services and Markets Act 2000, as amended ("FSMA") does
not apply.
The Notes have not been and will not be registered under the Securities Act and are subject to U.S. tax
law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United
States or to U.S. persons; see "4.2 Selling Restrictions".
The distribution of this Offering Memorandum as well as the offering, sale, and delivery of the Notes in
certain jurisdictions may be restricted by law. Persons into whose possession this Offering Memorandum comes
are required by the Issuer, the Guarantor, the Joint Bookrunners and the Co-Managers to inform themselves about
and to observe any such restrictions. This Offering Memorandum does not constitute an offer of, or an invitation to
purchase, any of the Notes in any jurisdiction in which such offer, exercise or invitation would be unlawful. None of
the Issuer, the Guarantor, the Joint Bookrunners and the Co-Managers accepts any legal responsibility for any
violation by any person, whether or not a prospective investor, of any such restrictions.
Persons into whose possession this Offering Memorandum comes are required by the Issuer, the
Guarantor, the Joint Bookrunners and the Co-Managers to inform themselves about and to observe any such
restrictions. For a description of certain restrictions on offers, sales and deliveries of Notes and on the distribution
of this Offering Memorandum and other offering material relating to the Notes, see "4.2 Selling Restrictions".
This Offering Memorandum may not be used for the purpose of an offer or solicitation by anyone
in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it would
be unlawful to make such an offer or solicitation.
This Offering Memorandum does not constitute an offer or an invitation to subscribe for or purchase the
Notes and should not be considered as a recommendation by the Issuer, the Guarantor, the Joint Bookrunners or
the Co-Managers that any recipient of this Offering Memorandum should subscribe for, or purchase, Notes. Each
recipient of this Offering Memorandum shal be taken to have made its own investigation and appraisal of the
condition (financial or otherwise) of the Issuer and the Guarantor.
IN CONNECTION WITH THE ISSUE OF THE NOTES, CREDIT SUISSE SECURITIES (EUROPE)
LIMITED AS STABILIZATION MANAGER MAY OVERALLOT THE NOTES OR EFFECT TRANSACTIONS
WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT
WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT CREDIT SUISSE
SECURITIES (EUROPE) LIMITED WILL UNDERTAKE STABILIZATION ACTION. ANY STABILIZATION
ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE
TERMS OF THE OFFER OF THE NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT
MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE AND 60 DAYS AFTER
THE DATE OF THE ALLOTMENT OF THE NOTES. ANY STABILIZATION ACTION OR OVERALLOTMENT
MUST BE CONDUCTED BY CREDIT SUISSE SECURITIES (EUROPE) LIMITED IN ACCORDANCE WITH ALL
APPLICABLE LAWS AND REGULATIONS.
This Offering Memorandum contains assessments of market data and information derived therefrom
which could not be obtained from any independent sources. Such information is based on the Issuer's and the
Guarantor's own internal assessments and may therefore deviate from the assessments of competitors of Bayer
or future statistics by independent sources. As regards the market positions of Bayer, Bayer's own estimations are
mainly based on company data which is either derived from information by competitors or from data provided by
independent research companies.
The language of this Offering Memorandum is English. The German text of the Terms and Conditions is
controlling and binding; the English-language text of the Terms and Conditions constitutes a convenience
translation. The financial statements listed in the section "19.1 Bayer Information" are translations of the respective
German-language financial statements.

-ii-

BENCHMARK REGULATION
Amounts payable under the Floating Rate Notes 2022 are calculated by reference to the Euro Interbank
Offered Rate ("EURIBOR"), which is provided by the European Money Market Institute (the "Administrator"). As
at the date of Offering Memorandum, the Administrator does not appear on the register of administrators and
benchmarks established and maintained by the European Securities and Markets Authority ("ESMA") pursuant to
article 36 of the Benchmark Regulation (Regulation (EU) 2016/1011) (the "Benchmark Regulation"). As far as the
Issuer and the Guarantor are aware, the transitional provisions in Article 51 of the Benchmark Regulation apply,
such that the Administrator is not currently required to obtain authorisation or registration (or, if located outside the
European Union, recognition, endorsement or equivalence).
PROFESSIONAL INVESTORS AND ELIGIBLE COUNTERPARTIES ONLY TARGET MARKET
Solely for the purposes of each manufacturer's product approval process, the target market assessment
in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties
and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all
channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the
manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking
its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target
market assessment) and determining appropriate distribution channels.
NOTICE TO CERTAIN EUROPEAN INVESTORS
Notice to Prospective Investors in the European Economic Area
This Offering Memorandum has been prepared on the basis that al offers of the Notes will be made
pursuant to an exemption under the Prospectus Directive from the requirement to produce a prospectus in
connection with offers of securities and is thus, for the purposes of the offering of the Notes, not a prospectus within
the meaning of the Prospectus Directive. Accordingly, any person making or intending to make any offer of the
Notes which are the subject of the offering contemplated in this Offering Memorandum within the EEA should only
do so in circumstances in which no obligation arises for the Issuer, the Guarantor, the Joint Bookrunners or the Co-
Managers to produce a prospectus for such offers. None of the Issuer, the Guarantor, the Joint Bookrunners and
the Co-Managers has authorized, nor does it or do they authorize, the making of any offer of the Notes through
any financial intermediary other than offers made by the Joint Bookrunners and the Co-Managers which constitute
the final placement of the Notes contemplated in this Offering Memorandum.
Notice to Prospective Investors in the United Kingdom
In the United Kingdom, this Offering Memorandum is for distribution only to persons (i) who are investment
professionals fal ing within Article 19 para. 5 of the FSMA or (ii) fal ing within Article 49 para. 2 (a) to (d) of the
FSMA (e.g., high net worth companies, unincorporated associations, etc.) or (ii ) other persons to whom it may be
lawfully communicated in accordance with the FSMA (all such persons fal ing within (i) (iii) together being referred
to as "Relevant Persons"). This Offering Memorandum is directed only at Relevant Persons and must not be acted
on or relied on by persons who are not Relevant Persons. In the United Kingdom, any investment or investment
activity to which this Offering Memorandum relates is available only to Relevant Persons and will be engaged in
only with Relevant Persons.
Prohibition of sales to EEA retail investors
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer
within the meaning of the Insurance Mediation Directive, where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus
Directive. Consequently, no key information document required by the PRIIPs Regulation for offering or selling the
Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering
or sel ing the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under
the PRIIPs Regulation.

-iii-

FORWARD-LOOKING STATEMENTS
This Offering Memorandum contains forward-looking statements. A forward-looking statement is any
statement that does not relate to historical facts and events or to facts or events as of the date of this Offering
Memorandum, but rather reflects Bayer's current beliefs, expectations and assumptions regarding future events.
This applies, in particular, to statements in this Offering Memorandum containing information on future earning
capacity, plans and expectations regarding Bayer's business and management including in relation to the
acquisition of Monsanto Company (together with its consolidated subsidiaries, "Monsanto"), its growth and
profitability, and general economic and regulatory conditions to which it is exposed. The words "aim," "anticipate,"
"expect," "intend," "outlook," "pipeline," "plan," "potential," "project," in conjunction with discussions of future
operations, financial performance, Bayer's strategy for growth, product development, regulatory approvals, market
position and expenditures, are used to identify forward-looking statements. Forward-looking statements in this
Offering Memorandum are based on estimates, assessments and assumptions made to the best of Bayer's present
knowledge. They are subject to risks, uncertainties and other factors, the occurrence or non-occurrence of which
could cause our actual results, including our financial condition and profitability, to differ materially from or fail to
meet the expectations expressed or implied in the forward-looking statements.
For a description of the risks that could influence Bayer's forward-looking statements, see "1. Risk
Factors."
Moreover, it should be noted that neither the Issuer nor the Guarantor nor the Joint Bookrunners nor the
Co-Managers assume any obligation, except as required by law, to update any forward-looking statement or to
conform any such statement to actual events or developments.
Note on Financial Information and Figures
Bayer
The financial information related to the Bayer Group contained, or incorporated by reference, in this
Offering Memorandum is extracted or derived from the unaudited condensed consolidated interim financial
statements of Bayer as of and for the three months ended March 31, 2018 prepared in accordance with
International Accounting Standard 34 Interim Financial Reporting ("IAS 34"), a standard under the International
Financial Reporting Standards as issued by the International Accounting Standards Board and as adopted by the
European Union ("IFRS") and the audited consolidated financial statements of Bayer as of and for fiscal years
ended December 31, 2016 and December 31, 2017 prepared in accordance with IFRS and the additional
requirements of German commercial law pursuant to Section 315e para. 1 of the German Commercial Code
(Handelsgesetzbuch, the "HGB") (formerly Section 315a para. 1 of the HGB) or Bayer's internal and external
accounting records. The financial statements mentioned are incorporated by reference in the section "19.1 Bayer
Information". The Issuer's audited financial statements as of and for the fiscal years ended December 31, 2017
and December 31, 2016 were prepared in accordance with the Netherlands Civil Code.
Where financial information in this Offering Memorandum is labeled "audited," this means that it was
extracted from the audited consolidated financial statements (IFRS) of Bayer as of and for the fiscal years ended
December 31, 2015, December 31, 2016 and December 31, 2017. The label "unaudited" is used in this Offering
Memorandum to indicate financial information that has been derived either from the unaudited condensed
consolidated iterim financial statements (IAS 34) of Bayer as of and for the three months ended March 31, 2018 or
Bayer's internal and external accounting records or is based on calculations of financial information from the above-
mentioned sources.
This Offering Memorandum contains the following alternative performance measures: EBIT, EBITDA,
EBIT before special items, EBITDA before special items, Core EBIT, Core EPS, core net income from continuing
operations, net financial debt, net operating profit after tax ("NOPAT"), return on capital employed ("ROCE") and
currency-adjusted or currency- and portfolio-adjusted change in sales (together the "Alternative Performance
Measures"). For more information on the Alternative Performance Measures, see "8.4 Additional Key Figures for
the Bayer Group." The Alternative Performance Measures are not recognized as measures under IFRS and should
not be considered as substitutes for figures determined in accordance with IFRS, such as income before income
taxes, income after income taxes, net cash provided by (used in) operating activities or other income statement or
cash flow data, or as measures of profitability or liquidity. The Alternative Performance Measures do not necessarily
indicate whether cash flows will be available and/or sufficient for Bayer's cash requirements, nor is any such
measure indicative of Bayer's historical operating results. Also, the Alternative Performance Measures are not

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meant to be indicative of future results. Because not all companies calculate these measures and figures in the
same way, Bayer's presentation of the Alternative Performance Measures is not necessarily comparable with
similarly titled measures used by other companies.
Monsanto
Monsanto Company's consolidated financial statements as of and for the fiscal years ended August 31,
2015, August 31, 2016 and August 31, 2017 and the notes related thereto incorporated by reference in this Offering
Memorandum as described under "19.2 Monsanto Information" were extracted from Monsanto Company's annual
report on Form 10-K for the fiscal year ended August 31, 2017, included therein under "Item 8. Financial
Statements and Supplementary Data." Monsanto Company's unaudited consolidated financial statements as of
and for the six months ended February 28, 2018 and the notes related thereto contained, or incorporated by
reference, in this Offering Memorandum under "19.2 Monsanto Information" were extracted from Monsanto
Company's quarterly report on Form 10-Q for the quarterly period ended February 28, 2018, included therein under
"Item 1. Financial Statements." Monsanto Company's financial statements have been prepared in accordance with
generally accepted accounting principles in the United States ("U.S. GAAP").
Pro Forma Information
Bayer has prepared pro forma financial information dated June 5, 2018 in accordance with European
Commission Regulation (EC) No. 809/2004 of April 29, 2004 to present the material effects of Bayer's gradual
reduction of its direct interest in Covestro AG in a series of transactions to currently 6.8%, the closing of the
acquisition of Monsanto Company by Bayer (the "Transaction"), including certain divestments related to the
Transaction, and the financing related to the Transaction on the net assets, financial position and results of
operations of Bayer (the "Pro Forma Financial Information"). The Pro Forma Financial Information was not
prepared in accordance with the requirements in Article 11 of Regulation S-X issued by the SEC.
Based on information available at the time of the preparation of the Pro Forma Financial Information,
certain significant adjustments were made to Monsanto's financial information, which included the alignment of
Monsanto's reporting periods with Bayer's reporting periods, the alignment of the presentation principles used by
Monsanto in its historical financial information with the presentation principles used by Bayer in its historical
financial information, the conversion of Monsanto's historical financial information, which is prepared in accordance
with U.S. GAAP, to Bayer's IFRS accounting principles and the translation of Monsanto's financial information from
U.S. dollar to euro. In connection with these adjustments, certain assumptions were made, al of which are reflected
in the notes to the Pro Forma Financial Information. The pro forma adjustments made are preliminary and subject
to change. Also see "1.2.14 The pro forma financial information prepared by Bayer is subject to significant
limitations and may not necessarily reflect what Bayer's financial position and results of operations would have
been, had the integration and consolidation of Monsanto already taken place and may not be indicative of the
financial positions and results of operations that Bayer wil achieve in the future."
Other
In this Offering Memorandum, unless otherwise specified, references to a "Member State" are references
to a Member State of the European Economic Area and references to "", "EUR" or "Euro" are to the currency
introduced at the start of the third stage of European economic and monetary union and as defined in Article 2 of
Council Regulation (EC) No 974/98 of 3 May 1998 on the introduction of the euro, as amended. References to
"US$", "USD" and "U.S. dollars" are to the currency of the United States of America. References to "billions" are
to thousands of mil ions.
Some figures (including percentages) in this Offering Memorandum have been rounded. Figures in the
tables that have been rounded in this way may not add up precisely to the totals included in these tables. In addition,
rounded totals or subtotals in the tables may vary marginally from unrounded figures indicated elsewhere in this
Offering Memorandum.
Parentheses around any figures in the tables indicate negative values.
Websites
For the avoidance of doubt, any websites referred to in this Offering Memorandum are for informational
purposes only and do not form part of this Offering Memorandum.

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