DGAP-Ad-hoc: Bayer Aktiengesellschaft / Key word(s): Corporate Action Bayer Aktiengesellschaft: Temasek subscribes to capital increase and acquires approximately 3.6 percent of Bayer 16-Apr-2018 / 20:10 CET/CEST Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Leverkusen, April 16, 2018 Today, the investment company Temasek signed an agreement to subscribe to 31 million new shares of Bayer, corresponding to 3.6 percent of the capital stock, for total gross proceeds of 3 billion euros. With the consent of the Supervisory Board, the Board of Management of Bayer AG resolved to execute the capital increase out of authorized capital against cash contributions and excluding the subscription rights of existing Bayer shareholders. Under the agreement, Bayer is to issue to a subsidiary of Temasek at an at-market price the new registered (no-par value) shares with an entitlement to dividends as of January 1, 2017. On completion of the capital increase, together with its existing shareholdings in Bayer, Temasek will hold approximately 4 percent of the issued capital stock of Bayer. The shares issued to Temasek will not be subject to any lock-up period. The proceeds from this placement will be taken into account when determining the size of the previously announced share capital increase through a rights offering with subscription rights to existing shareholders to finance the proposed acquisition of Monsanto. Contacts at Bayer AG, Investor Relations: Oliver Maier (+49 214 3081013) Dr. Jürgen Beunink (+49 214 3065742) Peter Dahlhoff (+49 214 3033022) Judith Nestmann (+49 214 3066836) Constance Spitzer (+49 214 3033021) 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: 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 Company's ("Monsanto) 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 or at all; 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 Thursday, August 31, 2017 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 assumes 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. Contact: Mr. Peter Dahlhoff, Bayer AG, Investor Relations, Phone: +49-214-30-33022, e-mail: [email protected], Fax: 0214-30-96-33022 --------------------------------------------------------------------------- Information and Explanation of the Issuer to this News: Additional information This release does not constitute or relate to a public offer of securities for sale or a solicitation of an offer to purchase securities. The securities offered will not be or have not been registered under the U.S Securities Act of 1933 (the 'Securities Act') and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements under the Securities Act. --------------------------------------------------------------------------- 16-Apr-2018 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de --------------------------------------------------------------------------- Language: English Company: Bayer Aktiengesellschaft Kaiser-Wilhelm-Allee 1 51373 Leverkusen Germany Phone: +49 (0)214 30-65742 Fax: +49 (0)21430-9665742 E-mail: [email protected] Internet: www.bayer.com ISIN: DE000BAY0017 WKN: BAY001 Indices: DAX, EURO STOXX 50, Stoxx 50 Listed: Regulated Market in Berlin, Dusseldorf, Frankfurt (Prime Standard), Hamburg, Hanover, Munich, Stuttgart; Regulated Unofficial Market in Tradegate Exchange; Madrid End of Announcement DGAP News Service --------------------------------------------------------------------------- 675005 16-Apr-2018 CET/CEST