BAYER CORPORATION

EMPLOYEE SHARE PURCHASE PLAN

_________________________________________________

SUMMARY OF MATERIAL TERMS

_________________________________________________

OCTOBER 1, 2021

The American Depositary Shares offered under the Bayer Corporation Employee
Share Purchase Plan have not been registered under the Securities Act of 1933, as
amended, or qualified under any state’s securities laws except as noted below and
may not be sold or otherwise transferred unless registered under the Securities Act
and applicable state securities laws or unless an exemption from registration is
available.

Neither the Securities and Exchange Commission nor any state securities commission
has approved or disapproved of these American Depositary Shares or passed upon
the adequacy or accuracy of this summary. Any representation to the contrary is a
criminal offense.

This summary is not an offer to sell these securities and it is not soliciting an offer to
buy these securities in any state where the offer or sale is not permitted.

We have filed submissions and applications in certain states, which submissions and
applications have been accepted, qualifying the offering, subject to compliance with
certain conditions.
FOR RESIDENTS OF PUERTO RICO:

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE

OFFICE OF THE COMMISSIONER OF FINANCIAL INSTITUTIONS ("OCFI").
THE OCFI HAS NOT MADE ANY DETERMINATION REGARDING THE
ACCURACY OR ADEQUACY OF THIS SUMMARY OF TERMS AND
CONDITIONS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

YOU ARE NOT REQUIRED TO PURCHASE ANY STOCK (ADS) ISSUED BY THE
COMPANY. YOUR DECISION IS TOTALLY VOLUNTARY AND IF YOU DECIDE
NOT TO PURCHASE ANY ISSUED STOCK OR IF YOU UNDERSTAND THAT THE
COMPANY HAS TAKEN ANY ACTION WHICH HAS ADVERSELY AFFECTED
YOU, YOU MAY FILE A COMPLAINT WITH THE LEGAL DIVISION OF THE
PUERTO RICO DEPARTMENT OF LABOR AND HUMAN RESOURCES AND IF
FOUND TO HAVE BREACHED THIS AGREEMENT, THE COMPANY WILL
REIMBURSE YOU ANY AMOUNT WITHHELD PLUS AN AMOUNT EQUAL TO
FIVE TIMES THE AMOUNT WITHHELD.

USTED NO ESTÁ OBLIGADO A COMPRAR NINGUNA ACCIÓN (ADS) EMITIDA

POR ESTA COMPAÑÍA. ES TOTALMENTE VOLUNTARIA SU DECISIÓN Y DE
DECIDIR NO HACERLO ESTA COMPAÑÍA NO PUEDE TOMAR NINGUNA
ACCIÓN ADVERSA EN SU CONTRA. SI USTED SE SIENTE COACCIONADO EN
SU DECISIÓN DE COMPRAR ALGUNA ACCIÓN EMITIDA O SI USTED SIENTE
QUE LA COMPAÑÍA HA TOMADO CUALQUIER ACCIÓN ADVERSA EN SU
CONTRA, USTED PUEDE SOMETER UNA QUERELLA EN LA DIVISIÓN LEGAL
DEL DEPARTAMENTO DEL TRABAJO Y RECURSOS HUMANOS DE PUERTO
RICO Y DE SER ENCONTRADA INCURSO EN LA VIOLACIÓN DE ESTE
ACUERDO, LA COMPAÑÍA ACCEDERÁ A REEMBOLSARLE LA CANTIDAD
QUE FUE DESCONTADA MÁS UNA SUMA IGUAL A CINCO VECES LA
CANTIDAD DEDUCIDA.
 TABLE OF CONTENTS

INTRODUCTION...............................................................................................................................1
AMERICAN DEPOSITARY SHARES ...........................................................................................1
RISKS RELATED TO AN INVESTMENT IN ADSs OF BAYER AG.......................................2
Risks Related to Our Business .......................................................................................................2
Risks Related to Ownership ...........................................................................................................4
Risks Related to the OTC Trading Market for ADSs.................................................................6
GENERAL PLAN INFORMATION................................................................................................7
Plan Administration........................................................................................................................7
Amendment and Termination of the Plan....................................................................................7
EMPLOYEES WHO MAY PARTICIPATE IN THE PLAN .......................................................8
No Right to Continued Employment.............................................................................................9
PURCHASE OF ADSS PURSUANT TO THE PLAN ...................................................................9
Payroll Deductions ..........................................................................................................................9
Purchase Price of ADSs ................................................................................................................11
Purchase of ADSs ..........................................................................................................................11
DIVIDEND REINVESTMENT.......................................................................................................12
RECORD OF TRANSACTIONS....................................................................................................12
STOCKHOLDER RIGHTS.............................................................................................................13
VOLUNTARY WITHDRAWAL FROM THE PLAN.................................................................13
TERMINATION OF ELIGIBILITY..............................................................................................14
Ineligibility for Long-Term Disability.........................................................................................14
Ineligibility in All Other Cases.....................................................................................................15
SALE OF ADSS ACQUIRED PURSUANT TO THE PLAN........................................................16
RESALE RESTRICTIONS .............................................................................................................17
Resale Restrictions under Federal Securities Laws (One-Year Holding Period) ..................17
Resale Restrictions under State Securities Laws .......................................................................17
Additional Restrictions for “Affiliates” ......................................................................................18
Restriction on Trading with Knowledge of Material Nonpublic Information or During
Blackout Periods............................................................................................................................18
UNITED STATES INCOME TAX CONSEQUENCES TO PLAN PARTICIPANTS............19
Taxation of Payroll Deductions ...................................................................................................20
Taxation of Purchases of ADSs....................................................................................................20
Taxation of Subsequent Disposition of ADSs.............................................................................20

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 Taxation of Dividends ...................................................................................................................21
Refund for German Withholding Tax ........................................................................................21
Information Reporting and Backup Withholding.....................................................................21
PUERTO RICO INCOME TAX CONSEQUENCES TO PLAN PARTICIPANTS ...............22
Taxation of Payroll Deductions ...................................................................................................23
Taxation of Purchases of ADSs....................................................................................................23
Taxation of Subsequent Disposition of ADSs.............................................................................23
Taxation of Dividends ...................................................................................................................23
No Refund for German Withholding Tax ..................................................................................24
APPLICABLE FEES........................................................................................................................24
WHERE YOU CAN FIND MORE INFORMATION..................................................................25

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 INTRODUCTION

This “summary of material terms” or “summary” provides an overview for eligible employees of
Bayer Corporation and eligible participating employers of the Bayer Corporation Employee
Share Purchase Plan, which was adopted on May 27, 2021 and is effective as of October 1, 2021.
In this summary, we refer to the Bayer Corporation Employee Share Purchase Plan as the plan.
In the event that this summary conflicts with the actual plan document for the plan, the plan
document will control.

Under the Bayer Corporation Employee Share Purchase Plan, eligible employees of Bayer
Corporation and certain of its affiliates have the opportunity to purchase American Depositary
Shares representing ordinary shares of no par value issued by Bayer Aktiengesellschaft. The
plan grants participating employees an opportunity to purchase American Depositary Shares at a
discount using “after-tax” payroll deductions.

We, Bayer Aktiengesellschaft, are a German corporation and are sometimes referred to as
“Bayer AG” in this summary. Bayer Corporation is our indirect wholly-owned subsidiary.

AMERICAN DEPOSITARY SHARES

Each American Depositary Share, or “ADS,” represents one-quarter of one ordinary share of Bayer
AG deposited with The Bank of New York Mellon Corporation (which is referred to as BNY
Mellon in this summary) under a deposit agreement.

The ordinary shares of Bayer AG evidenced by the ADSs have not been registered under the
Securities Act of 1933, as amended, and we are offering the ADSs pursuant to an exemption from
registration under the Securities Act. The ADSs offered under the plan have not been registered or
qualified under the securities laws of any state for resale, although we sought and obtained
qualification in California and submitted notice filings in certain other jurisdictions in connection
with our offering of the ADSs under the plan. The ADSs trade on the over-the-counter (OTC)
market, but are not listed on any U.S. national stock exchange.

Because the ADSs are not registered under the Securities Act, the ADSs are “restricted securities”
under Rule 144 under the Securities Act and cannot be freely resold under federal securities laws
unless they have been held by you for at least one year after the purchase date. In addition, because
the ADSs have not been registered or qualified for resale under the securities laws of any state, an
exemption from registration or qualification under state law is necessary for compliance with state
securities laws. Without an exemption under applicable state securities laws, you may have
difficulty selling the ADSs through broker-dealers after the one-year holding period has expired.
Furthermore, if trading in the ADSs is not active, you may have difficulty selling ADSs due to an
illiquid market. For more information about the trading risks related to the ADSs, see the discussion
in this summary under the heading “Risks Related to an Investment in ADSs of Bayer AG” and the
subheadings “Risks Related to Ownership” and “Risks Related to the OTC Trading Market for
ADSs.” For a discussion of the resale restrictions under federal and state securities laws and other
restrictions on the ADSs, see the discussion in this summary under the heading “Resale
Restrictions.”
Investing in ADSs involves a high degree of risk. Before buying any ADSs, you should read
the discussion of material risks of investing in ADSs under the heading “Risks Related to an
Investment in ADSs of Bayer AG” starting on page 2 of this summary and in the most recent
Annual Report of Bayer AG, which is available electronically at www.bayer.com/en/investors.

This summary can be accessed by logging into www-us.computershare.com/employee and at

BayerNet.

The aggregate number of ADSs that we are authorized to offer under the plan is 25,000,000. This
amount includes ADSs that will be purchased for participants’ plan accounts with reinvested cash
dividends as described in this summary under the heading “Dividend Reinvestment.”

We can adjust the number and class of securities that may be reserved for purchase, or be
purchased, under the plan in the event that: (1) adjustments are made in the number of
outstanding ADSs and/or ordinary shares of Bayer AG; or (2) ADSs and/or ordinary shares of
Bayer AG are exchanged for a different class of securities of Bayer AG or for shares of stock of
any other corporation by reason of a merger, consolidation, stock dividend, stock split or
otherwise. In addition, in accordance with the deposit agreement governing the ADSs, there will
be proportionate adjustment of the number of ordinary shares of Bayer AG represented by
outstanding ADSs allocated to any participant under the plan in the event of a stock split, reverse
stock split, stock dividend, recapitalization, combination, reclassification or otherwise.

RISKS RELATED TO AN INVESTMENT IN ADSS OF BAYER AG

An investment in our ADSs involves a significant degree of risk. You should carefully consider
these risk factors and the other information in this summary before deciding to invest in our
ADSs. The risks described below are the ones we consider material. However, they are not the
only ones that may exist. Additional risks not known to us or that we consider immaterial may
also have an impact on our business operations. The occurrence of any of these events could
seriously harm our business, operating results and financial condition. In that case, the trading
price of our ADSs could decline and you could lose all or part of your investment.

Below, we have summarized some of the material risk factors relating to our business, the
ownership of our ADSs and the over-the-counter (OTC) trading market for our ADSs.

Risks Related to Our Business

Risks related to our combined business include, but are not limited to the following:

 risks due to the COVID-19 pandemic, such as a prolonged, significant decline in global
demand as well as unfavorable geopolitical and macroeconomic effects, which could lead to
a decline in sales and disruptions to our supply chain and negatively impact earnings,
working capital, cash flow and ability to achieve strategic objectives;
 risks due to changes in social factors, such as population size and societal trends, including
challenges of climate change and growing product resistance affecting agricultural

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 productivity and greater numbers of elderly patients with longer life expectancy requiring
novel healthcare products for age-related diseases;
 reputational risk from negative public perception arising from intense public debate about
modern agricultural methods, such as certain classes of crop protection products and genetic
engineering;
 risks due to macroeconomic developments, such as crises in important sales markets and
fluctuating weather conditions and pest pressure;
 product development risks, including increased competition and unexpected product
resistance in the seed and crop protection industry and increasing digitalization in both
agricultural and consumer health sectors requiring innovation and integration of our existing
business models;
 risks due to regulatory changes, including further restrictions on sale and use of crop
protection products and pricing of pharmaceutical products;
 research and development risks, including challenges in identifying new product candidates
and risks that products in development will encounter delays or costs overruns, will not
obtain approval/registration or commercial success or will be withdrawn due to unexpected
or negative effective or other factors;
 market supply risks, including disruption in, and lack of sustainability compliance by, our
suppliers and disruptions at our sites caused by fires, power outages, natural disasters,
weather, pandemics or cyber-attacks;
 risks associated with marketing, sales and distribution of new product launches, including
unanticipated market circumstances and competitors’ marketing activities;
 difficulties in recruiting, hiring and retaining specialized employees on a regional level;
 information technology and security risks, including disruptions in business and production
processes, loss or theft of confidential data and know-how, vandalism, sabotage, and
reputational damage;
 financial risks, including liquidity risks, credit risks, currency risks, interest rate risks,
commodity price risks, pension plan costs and tax risks;
 risks to health and safety of our employees and the environment arising from misconduct or
noncompliance with legal requirements, including the release of hazardous substances
incident to production;
 legal risks, including risks from regulatory investigations and litigation, legal disputes and
proceedings to which we are a party or which could arise in the future, particularly in the
areas of product liability related to pharmaceutical products/devices and agricultural
products, competition and antitrust law, anticorruption law, patent law, tax law, data privacy
and environmental protection; and
 quality and regulatory compliance risks relating to the extensive regulations, standards,
requirements and inspections that apply to our operations and our local contract
manufacturers.

These and other risk factors relating to our business are described in more detail in our annual
and quarterly interim reports to stockholders. Please see the risk factors set forth in the most
recent Bayer AG stockholder reports, which are available electronically at
www.bayer.com/en/investors.

3
Risks Related to Ownership

You will be subject to restrictions in selling ADSs in your plan account.

Because the ADSs have not been registered under the Securities Act, the ADSs are “restricted
securities” under Rule 144 of the Securities Act and cannot be freely resold under federal securities
laws unless they have been held by you for at least one year after the purchase date. Therefore, no
ADS will be sold or distributed under the plan until one year after the ADS is credited to your plan
account. In addition, because the ADSs have not been registered or qualified for resale under the
securities laws of any state, an exemption from registration or qualification under state law is
necessary for compliance with state securities laws. If no exemption is available under state
securities laws, you may have difficulty selling the ADSs through broker-dealers after the holding
period has lapsed. For more information about the restrictions imposed on resales under federal and
state securities laws, see the discussion in this summary under the heading “Resale Restrictions” and
the subheadings “Resale Restrictions under Federal Securities Laws (One-Year Holding Period)”
and “Resale Restrictions under State Securities Laws.” For more information about the trading risks
related to the ADSs, see the risk factors described under the subheading “Risks Related to the OTC
Trading Market for ADSs” below. For information about the action that regulators may take with
respect to resales of ADSs that are not exempt under state law, see the following risk factor.

If you are an “affiliate” of Bayer AG, you will be subject to additional restrictions under Rule 144,
including restrictions on the manner of sale and the volume of ADSs sold during any three-month
period. In addition, an affiliate must file a Form 144 with the Securities and Exchange Commission
with respect to sales of ADSs if the number or amount of ADSs sold in any three-month period
exceeds certain limits. You will also be prohibited from trading in ADSs if you are aware of any
material, nonpublic information relating to Bayer AG. For more information about who is an
“affiliate,” see the discussion in this summary under the heading “Resale Restrictions” and the
subheading “Additional Restrictions for Affiliates.”

If an exemption under state securities laws is not available for resales of ADSs, state securities
regulators have the authority to seek rescission of such resales and, in some instances, may seek
restitution or disgorgement of amounts received on such resales.

Because the ADSs have not been registered or qualified for resale under the securities laws of
any state, an exemption from registration or qualification under state law is necessary for
compliance with state securities laws. Bayer AG has taken no steps to register or qualify, nor
seek an exemption for, the resale of the ADSs under the securities laws of any state. The
availability of exemptions will depend on the laws of the particular state in which a participant
resides and the circumstances under which a participant seeks to sell the ADSs. If an exemption
is not available but a resale of the ADSs is effected, state securities laws give state securities
regulators authority to seek rescission (or cancellation) of transactions involving sales of
securities that are not registered, qualified or exempted and, in some instances, authority to
require restitution or disgorgement of profits from the sales of such securities and to impose
statutory interest or penalties on disgorged amounts. While we are not aware of any state

4
securities regulator taking action with respect to the resales of the ADSs, we cannot provide any
assurance that regulators will refrain from taking such action in the future.

Your plan account will be subject to claims of your creditors.

The plan is not qualified under Section 401 of the U.S. Internal Revenue Code of 1986, as
amended (referred to in this summary as the “U.S. Code”) and is not an Employee Retirement
Income Security Act of 1974, as amended (ERISA), covered plan. As a result, the ADSs held in
your plan account are not protected from the claims of your creditors, and any creditor or another
third-party may create a lien on the ADSs held under your plan account.

You may not have the same voting rights as the holders of our ordinary shares and may not
receive voting materials in time to be able to exercise your right to vote.

Except as described in this summary and in the deposit agreement between BNY Mellon and Bayer
AG, holders of our ADSs will not be able to exercise voting rights attaching to the ordinary shares
evidenced by our ADSs on an individual basis. Holders of our ADSs will appoint the depositary or
its nominee as their representative to exercise the voting rights attaching to the ordinary shares
represented by the ADSs. You may not receive voting materials in time to instruct the depositary to
vote, and it is possible that you will not have the opportunity to exercise a right to vote. If you do
not instruct the depositary to vote the ordinary shares underlying your ADSs, the depositary will not
exercise any related voting rights and the ordinary shares underlying your ADSs will not be voted.

We are a foreign private issuer within the meaning of the rules under the Securities Exchange
Act of 1934, as amended, and as such we are exempt from certain provisions applicable to United
States domestic public companies.

Bayer AG is a foreign private issuer within the meaning of the rules under the Securities Exchange
Act of 1934, as amended, or the Exchange Act. As such, we rely on an exemption from registration
requirements available under the Exchange Act and are exempt from certain provisions applicable
to United States domestic public companies. For example:

 we are not required to provide Exchange Act reports as a domestic public company does;
 we are permitted to comply solely with our home country disclosure requirements, which
differ from the rules that apply to domestic public companies;
 we are not required to provide the same level of disclosure on certain issues, such as
executive compensation;
 we are not required to comply with the sections of the Exchange Act regulating the
solicitation of proxies, consents or authorizations in respect of a security registered under the
Exchange Act; and
 we are not required to comply with Section 16 of the Exchange Act requiring insiders to file
public reports of their stock ownership and trading activities and establishing insider liability
for profits realized from any “short-swing” trading transaction.

We do not intend to file annual reports on Form 10-K, quarterly reports on Form 10-Q, periodic
reports on Form 8-K or proxy statements pursuant to Schedule 14A of the Exchange Act. As a

5
result, holders of ADSs may not have access to certain information they may deem important.
However, the following information is available on our website at www.bayer.com:

 information that we make or are required to make public pursuant to the laws of Germany;
 information that we file or are required to file with the Frankfurt Stock Exchange; or
 information that we file or are required to distribute to our stockholders.

Risks Related to the OTC Trading Market for ADSs

There may not be an active or liquid market for our ADSs, which could adversely affect the
market price of our ADSs.

The ADSs representing ordinary shares of Bayer AG trade on the over-the-counter (OTC) market
through an interdealer quotation system and electronic messaging service operated by OTC Markets
Group. OTC Markets Group is not a stock exchange, regulator, or a broker-dealer. Many OTC
securities are illiquid, which means that they are not traded on a frequent basis. There is no
assurance that an active trading market for Bayer ADSs will exist. A less active trading market
in ADSs could lead to volatility in the share price and make it more difficult for you to sell your
Bayer ADSs.

You may have difficulty selling your ADSs because the ADSs are not registered under federal
or state securities laws.

We have not registered the ADSs offered through the plan under the Securities Act or under the
securities laws of any states. As a result, the ADSs will not be eligible to be listed on a U.S.
national securities exchange, such as the New York Stock Market or the Nasdaq Stock Market.
Therefore, trading in our ADSs will take place only in the OTC market in what is commonly
known as the "pink sheets." Applicable regulations require that broker-dealers confirm that
securities trading on the OTC market comply with federal and state securities laws before they
can discuss or recommend such securities to their clients. Although an exemption is available
for the resale of ADSs under Rule 144 of the Securities Act, we have taken no action to register
or qualify, or seek an exemption for, the resale of ADSs under the laws of any state. Therefore,
broker-dealers may be restricted in their ability to sell ADSs in the open market or may not effect
transactions in ADSs except on an unsolicited basis. For these reasons, you may have difficulty
in selling your ADSs on the open market and may have difficulty in obtaining accurate
quotations of the market price of the ADSs. For more information about the restrictions imposed
on resales under federal and state securities laws, see the discussion in this summary under the
heading “Resale Restrictions” and the subheadings “Resale Restrictions under Federal Securities
Laws (One-Year Holding Period)” and “Resale Restrictions under State Securities Laws.”

The market price for our ADSs may be subject to fluctuation.

The market price for our ADSs may be subject to wide fluctuations in response to risk factors
including those related to our business, which are described above under “Risks Related to Our
Business.” In addition, the securities market has from time to time experienced significant price and

6
volume fluctuations that are not related to the operating performance of particular companies. These
market fluctuations may also affect the market price of our ADSs.

GENERAL PLAN INFORMATION

Plan Administration

Bayer Corporation has authority to administer the plan and acts as the plan’s manager. In
managing the plan, Bayer Corporation has the authority to make and adopt rules and regulations
that are consistent with the provisions of the plan. The interpretations and decisions of Bayer
Corporation with respect to the plan are binding and conclusive on participants. Bayer
Corporation can also delegate the authority to administer the plan, as it deems advisable from
time to time. Additionally, Bayer Corporation has the authority to appoint outside
administrators, agents and record keepers and to delegate to them authority with respect to the
administration of the plan, as it deems advisable from time to time.

Computershare Inc. and its wholly-owned subsidiary, Computershare Trust Company N.A., have
been appointed to assist in the administration of and recordkeeping for the plan. In this summary,
Computershare Inc. together with Computershare Trust Company N.A. are referred to
collectively as “Computershare.”

The plan is not subject to the U.S. Employee Retirement Income Security Act of 1974, as
amended. The plan is not intended to qualify as an employee stock purchase plan within the
meaning of Section 423 of the U.S. Code and is not qualified under Section 401 of the U.S.
Code.

Amendment and Termination of the Plan

Bayer Corporation may terminate the plan at any time. The plan will automatically terminate on
the earlier to occur of the following: (i) the last business day of a month on which an insufficient
number of ADSs remains available for purchase under the plan; or (ii) September 30, 2031.

Upon termination of the plan, Computershare will continue to hold your plan account until you
become ineligible to participate, you request distribution of your plan account balance in
accordance with the terms of the plan, or your plan account balance decreases to less than one
whole ADS and all restrictions on sale have lapsed. If your plan account balance is less than one
whole ADS upon or after the plan’s termination, Computershare will hold your plan account
open until the one-year holding period lapses with respect to the fractional ADS held in your
plan account. After the one-year holding period has elapsed with respect to the fractional ADS
held in your plan account, Computershare will close your plan account and mail you a check
representing the net proceeds, if any, from the sale of the fractional ADS held in your plan
account. You should receive your check, if any, approximately two weeks after Computershare
closes your plan account. You may elect to receive the net proceeds by electronic delivery of
funds for an additional fee.

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Upon termination of the plan, cash dividends credited to your plan account will be passed
through directly to you.

Bayer Corporation may at any time, or from time to time, amend, modify or suspend the plan in
any respect; provided, however, that no such amendment, modification or suspension shall
adversely affect in a material manner any of the rights with respect to ADSs held in your plan
account which you had prior to the effective date of such amendment, modification or
suspension. In addition, no amendment, modification or suspension shall make changes to the
plan that require Bayer Corporation’s approval unless Bayer Corporation has approved such
changes.

EMPLOYEES WHO MAY PARTICIPATE IN THE PLAN

You are eligible to participate in the plan if:

 you are an employee of Bayer Corporation and are scheduled to work at least twenty
hours per week;
 you are an employee of any affiliate of Bayer Corporation that Bayer Corporation designates
as an eligible participating employer and are scheduled to work at least twenty hours per
week; or
 you meet either of the two conditions above and are on an eligible expatriate assignment
as determined by Bayer Corporation.

If you meet either of the first two conditions listed above and you are covered by a collective
bargaining agreement between employee representatives and Bayer Corporation or an eligible
participating employer, you may participate in the plan unless your collective bargaining
agreement or collective bargaining agent prohibits participation in the plan.

As of the date of this summary, the following affiliates of Bayer Corporation are designated as
eligible participating employers:

 Bayer CropScience LP
 Bayer Great Lakes Production Co., LLC
 Bayer Illinois Production Co., LLC
 Bayer International Trade Services Corporation
 Bayer Iowa Production Co., LLC
 Bayer Northern Production Co, LLC
 Bayer Production Supply, LLC
 Bayer Puerto Rico Inc.
 Bayer Southern Production Co., LLC
 Bayer Western Production Co., LLC
 Bayer U.S. LLC
 Monsanto Caribe, LLC
 Monsanto Company
 Monsanto Technology, LLC

8
  P4 Production, LLC
 The Climate Corporation
 Bayer Research & Development Services LLC

You will not be eligible to participate in the plan if you are classified by Bayer Corporation or a
participating employer as:

 a casual, seasonal, co-op or temporary employee;

 a student intern;
 a work-study student;
 a contract or independent contract employee; or
 a leased employee.

If you are an eligible employee, you may elect to participate in the plan at any time by
completing all necessary enrollment procedures. Your enrollment will be effective at the
beginning of the next calendar month as long as you complete all necessary enrollment
procedures on or before the 15th day of the preceding month. For example, provided you
properly complete and submit your election by July 15th, your participation in the plan will
commence on August 1st, the first day of the next calendar month, with the first payroll
deduction, and the amounts deducted during the month of August will be used for purchase of
ADSs in early September.

Under the plan, your plan account will be charged with the aggregate purchase price of the
number of whole and fractional ADSs that can be purchased with the funds in your plan account
on the last business day of each month following the initial payroll deduction made pursuant to
your election to participate.

No Right to Continued Employment

The creation of the plan and/or your participation in the plan will not:

 give you any right to continued employment with Bayer Corporation or a participating
employer; or
 in any way affect the right of Bayer Corporation or any participating employer to terminate
your employment.

PURCHASE OF ADSS PURSUANT TO THE PLAN

Payroll Deductions

Participants must purchase ADSs through payroll deductions. If you wish to participate in the
plan, you must complete all necessary enrollment procedures and determine what percentage of
your compensation will be deducted each pay period. You must elect the amount of your payroll
deduction as a whole percentage of your compensation. You may elect to deduct between 1%
and 50% of your compensation, but you may not elect to deduct more than $25,000, in the

9
aggregate, in any calendar year. You may increase or decrease your payroll deduction election
for future periods by filing notice of the percentage change.

As described below, you may make separate elections to have any portion of your compensation
earned under the annual bonus component of the Bayer Short-Term Incentive Plan (“STI”) and
the Top Performance Award (“TPA”) component of the Bayer Short-Term Incentive Plan
deducted under the plan. Taken together, your regular monthly payroll deductions and any
deductions for TPA and STI compensation under the plan cannot exceed the maximum dollar
amount of $25,000 in any calendar year.

TPA Election: You may elect monthly to deduct a percentage of the compensation associated
with any future TPA that you may receive. You do so in the same manner in which you may
elect payroll deductions with respect to all other compensation (other than compensation
associated with an STI award).

STI Election: Each March, you may elect to deduct a percentage of the compensation
associated with any STI award that you may receive. As STI awards are typically paid in April,
you must make this election during the announced election window in the month of March. If
you take no action during the March election window, then the most recent election that you
made for STI compensation will apply. If you have not made an election in a prior year with
respect to STI compensation and you do not take action during the March election window, no
STI compensation will be deducted for ADS purchases under the plan in the current year. Your
election with respect to STI compensation cannot be cancelled or updated until the next March
election window.

Compensation under the plan is defined as your base remuneration and includes any overtime
pay, commissions, shift differentials, bilingual adjustments, vacation pay paid to active
employees, and short-term bonus payments (except as may otherwise be provided in the
applicable short-term bonus plan documentation) . Also, compensation includes any military
differential wage payments and any employee deferrals pursuant to (i) a cash or deferred
arrangement under section 401(k) of the U.S. Code or Section 1081.01(d) of the Puerto Rico
Internal Revenue Code of 2011, as amended (the “PR Code”), (ii) a cafeteria plan under section
125 of the U.S. Code and (iii) a qualified transportation fringe benefit plan under section 132(f)
of the U.S. Code.

Under the plan, compensation shall not include any of the following: payments by reason of, or
paid after, termination of employment (such as severance pay) except for the final payment of an
employee’s base remuneration; deferrals or payments under any nonqualified deferred
compensation arrangement; payments under any long-term incentive compensation program;
special awards not specifically included under paragraph (1); noncash compensation (such as
income resulting from an employee’s participation in this Plan or Share Incentive Plan);
reimbursement of expenses; foreign service premiums; tax equalization payments; attendance and
safety awards; or any other unearned income.

10
If you are characterized as being on an expatriate assignment, compensation shall mean the
“notional base salary” and “notional bonus”, adjusted for performance, while you are on the
expatriate assignment.

Compensation does not include any amount included in income as a result of any taxable fringe
benefits but does include any amount paid for position differentials.

You may not increase or decrease your payroll or TPA deduction election during a calendar
month unless you withdraw from, or cease to be eligible to participate in, the plan. However,
subject to insider trading restrictions, if applicable, you may change your payroll and TPA
deduction elections for any subsequent calendar month by filing notice of the percentage change
on or before the 15th day of the preceding month. You may cancel or change your STI deduction
election only during the announced election window in the month of March.

Your payroll deductions (including, if applicable, any deductions that you have elected with
respect to your TPA and/or STI compensation) will be credited to a plan account in your name.
Computershare will maintain your plan account. You will not receive interest on the amount in
your plan account. As long as you remain eligible to participate in the plan, Computershare will
continue to maintain your plan account until you request distribution of your plan account in
accordance with the terms of the plan and the one-year holding period on all ADSs held in your
plan account has elapsed.

Purchase Price of ADSs

For purchase of ADSs with payroll deductions, your plan account will be charged a purchase
price per ADS equal to 85% of the fair market value of one such share as determined on the last
business day of each month. Fair market value under the plan means the closing bid and asked
price for an ADS on the U.S. over-the-counter market on the last trading day of each month, or
such other reasonable method of determining fair market value as Bayer Corporation may adopt.
Bayer Corporation and participating employers will pay the remaining 15% of the fair market
value of each ADS purchased for your plan account and the fees and commissions associated
with the purchase of ADSs under the plan. You will be responsible for paying other fees as
described under the heading “Applicable Fees.”

Purchase of ADSs

Computershare initiates the purchase process. Trades are routed through a registered broker-
dealer. The registered broker-dealer will purchase ADSs for the plan on the open market in
accordance with a non-discretionary purchasing program. On the last business day of the month,
your plan account will be charged with the aggregate purchase price of the number of whole and
fractional ADSs that can be purchased with the funds in your plan account.

If on the last business day of any month, there is not a sufficient number of ADSs remaining in
the plan available for purchase, the plan will proportionately reduce the number of ADSs that
each participant would otherwise purchase and will automatically terminate.

11
 DIVIDEND REINVESTMENT

Any cash dividends paid on ADSs held in your plan account (less applicable depositary fees)
will automatically be deposited in your plan account and used to purchase additional ADSs for
your account unless you elect otherwise. Computershare will use cash dividends to purchase
additional ADSs at the prevailing price on the U.S. over-the-counter market as soon as
administratively feasible after Computershare receives the dividend.

If you do not wish to participate in the dividend reinvestment feature of the plan, you must elect
to receive cash dividends directly by calling Computershare or going online at
www-us.computershare.com/employee. If you elect to have cash dividends paid directly to you,
Computershare will implement your election as soon as administratively possible after receiving
your election notice. Thereafter, Computershare will mail a check to you or issue an electronic
transfer of funds for an additional fee if requested, representing any cash dividends (less
applicable depositary fees) received within approximately two weeks following receipt by
Computershare. For more information regarding the depositary fees deducted from cash
dividends, please see the discussion in this summary under the heading “Applicable Fees” and
the subheading “Depositary Fees.”

Unless you have elected otherwise, the dividend reinvestment feature of the plan will continue
until you become ineligible to participate in the plan for any reason other than because you begin
receiving long term disability benefits under Bayer Corporation’s or a participating employer’s
disability plan. For more information regarding the direct payment of cash dividends in the
event of your ineligibility to participate in the plan, see the discussion in this summary under the
heading “Termination of Eligibility” and the subheading “Ineligibility in All Other Cases.”

RECORD OF TRANSACTIONS

You will receive an annual summary statement of your plan account from Computershare
showing the current market value of ADSs in your plan account as of the last day of the prior
calendar year. In addition, the annual statement will detail all activity in your plan account for
the previous year. The annual statement will specify the total number of whole and fractional
ADSs in your plan account and the number of shares and related purchase price for purchases of
ADSs during the preceding year.

You should regularly examine your paycheck and your plan account information available online
at www-us.computershare.com/employee to make sure that payroll deductions (including, if
applicable, any deductions that you have elected with respect to your TPA and/or STI
compensation) and purchases of ADSs are being made in accordance with your elections. It is
your responsibility to make sure that your instructions are being followed. You should promptly
report any discrepancies to HR Operations at 888-473-1001 option 5, or online through
myServices.

12
 STOCKHOLDER RIGHTS

You will have the right to vote the ADSs held in your plan account at each annual and special
meeting of the stockholders of Bayer AG. You also will have the right to respond to a voluntary
tender or exchange offer with respect to the ADSs held in your plan account. The depositary,
BNY Mellon, or its delegate will use its best efforts to have information regarding any annual or
special stockholders’ meeting or voluntary tender or exchange offer distributed to you and to
distribute a form on which you may provide instructions to act on your behalf. All instructions
to BNY Mellon will remain confidential, except the aggregate number of votes voting for or
against or abstaining with respect to a matter submitted to a stockholder vote. If BNY Mellon
does not receive instructions from you with respect to a vote or a voluntary tender or exchange
offer, it will presume that you do not wish to have your ADSs voted, tendered or exchanged.
BNY Mellon will have no discretion to take any action with respect to any stockholders’ meeting
or any voluntary tender or exchange offer except to the extent that it receives instructions from
plan participants.

You will have the rights and privileges of a stockholder of Bayer AG only with respect to the
number of ADSs purchased on your behalf. You will have no rights or privileges as a
stockholder of Bayer AG with respect to ADSs that may be, but have not yet been, purchased
with funds remaining in your plan account on a future purchase date.

VOLUNTARY WITHDRAWAL FROM THE PLAN

You may voluntarily withdraw from the plan at any time. Your withdrawal will be effective as
soon as administratively practicable after Computershare receives your notice of withdrawal.
When you voluntarily withdraw, the entire amount of funds, if any, credited to your plan account
will be charged for the purchase of whole and fractional ADSs on the last business day of the
month following your withdrawal. After you voluntarily withdraw from the plan, your payroll
deductions will cease, and no additional ADSs will be purchased for your plan account.

After you voluntarily withdraw from the plan, the ADSs in your plan account will remain there
until:

 you request that they be transferred to an independent brokerage account that you have
established;
 you request that the ADSs for which the one-year holding period has lapsed be sold as
described in this document under the heading “Sale of ADSs Acquired Pursuant to the
Plan”;
 your plan account balance is, or decreases to, less than one whole ADS for which the
one-year holding period has lapsed; or
 you cease to be eligible to participate in the plan for any reason other than because you
begin receiving long term disability benefits under Bayer Corporation’s or a participating
employer’s disability plan.

When you voluntarily withdraw from the plan but remain an eligible employee of Bayer or a
participating employer, the dividend reinvestment feature of the plan will continue to apply to

13
your plan account as long as ADSs remain in your account unless you elect to directly receive
any cash dividends paid on ADSs.

Once you have withdrawn, you may again enroll in the plan as long as you are an eligible
employee of Bayer Corporation or a participating employer or you are on an eligible expatriate
assignment as determined by Bayer Corporation. If you are eligible, you may enroll by
completing all necessary enrollment procedures, and your re-enrollment will be effective at the
beginning of the next calendar month as long as you complete all necessary enrollment
procedures on or before the 15th day of the preceding month.

If, after you have voluntarily withdrawn from the plan, you become ineligible to participate in
the plan for any reason or your plan account balance decreases to less than one whole ADS, your
plan account will be handled as described below under the heading, “Termination of Eligibility.”

TERMINATION OF ELIGIBILITY

You may become ineligible to participate in the plan for reasons such as retirement, termination
of employment, reduction in hours to less than 20 hours per week, long-term disability or death.
See the discussion in this summary under the heading “Employees Who May Participate in the
Plan” for more information about the eligibility requirements under the plan.

If you become ineligible for any reason, the entire amount of funds, if any, credited to your plan
account will be charged for the purchase of whole and fractional ADSs on the last business day
of the month in which you became ineligible. If you become ineligible but remain an employee
of Bayer Corporation or a participating employer, your payroll deductions for the plan will cease
as of the next payroll period.

If you become ineligible to participate in the plan due to long-term disability, your plan account
will then be handled as described below under the sub-heading, “Ineligibility for Long-Term
Disability.”

If you become ineligible to participate in the plan for any reason other than long-term disability,
your plan account will then be handled as described below under the sub-heading, “Ineligibility
in All Other Cases.”

Ineligibility for Long-Term Disability

If you become ineligible to participate in the plan because you begin receiving long term
disability benefits under Bayer Corporation’s or a participating employer’s disability plan,
Computershare will hold your plan account open until:

 you close your account by either transferring whole ADSs in your account to an
independent brokerage account that you have established and obtaining payment from
Computershare for the net proceeds, if any, from the sale of any fractional ADS in your
plan account, or by selling all of the ADSs in your plan account after the one-year

14
 holding period has lapsed as described under the heading, “Sale of ADSs Acquired
Pursuant to the Plan”;
 your plan account balance is, or decreases to, less than one whole ADS; or
 you become ineligible to participate in the plan for reasons other than long-term
disability.

When you become ineligible to participate in the plan because you begin receiving long term
disability benefits under Bayer Corporation’s or a participating employer’s disability plan, your
participation in the dividend reinvestment feature of the plan will continue until you elect
otherwise or you become ineligible to participate in the plan for reasons other than long-term
disability.

For more information about how your plan account will be handled when you become ineligible
to participate in the plan for any reason other than long-term disability or when your plan
account balance is, or decreases to, less than one whole ADS, see the discussion below under the
sub-heading “Ineligibility in All Other Cases.”

If you again become eligible to participate in the plan, you may re-enroll in the plan. For
information about re-enrolling, see the discussion in this document under the heading “Voluntary
Withdrawal from the Plan.”

Ineligibility in All Other Cases

If you become ineligible to participate in the plan for any reason other than for long-term
disability as described above, Computershare will hold your plan account open until the one-year
holding period lapses with respect to all ADSs held in your plan account and Computershare
completes its next semi-annual termination review process. In connection with its semi-annual
termination review process, Computershare will notify you of the closing of your plan account in
writing. You will have 60 days from the date of Computershare’s notice to direct Computershare
with respect to the distribution of your share balance. You may elect to either:

 transfer whole ADSs in your account to an independent brokerage account that you have
established and receive payment representing the net proceeds, if any, from the sale of
any fractional ADS in your plan account; or
 sell all of the ADSs in your plan account and receive payment representing the net
proceeds from such sale.

If you do not instruct Computershare with respect to the distribution of all of the ADSs in your
plan account within 60 days after the date of Computershare’s notice, Computershare will close
your plan account, sell all of the ADSs held in your plan account, and mail you a check
representing the net proceeds, if any, from the sale. You should receive your check
approximately two weeks after Computershare closes your plan account and processes the sale
transaction. For more information about the procedures for selling ADSs, the restrictions
thereon, and the fees applicable to sales of ADSs, see the discussion in this summary under the
headings “Sale of ADSs Acquired Pursuant to the Plan,” “Resale Restrictions,” and “Applicable
Fees.”

15
If you become ineligible to participate in the plan for any reason other than for long-term
disability as described above, your participation in the dividend reinvestment feature of the plan
will cease. Thereafter, so long as your plan account remains open, Computershare will mail a
check to you representing any cash dividends (less depositary fees) received within
approximately two weeks following receipt by Computershare.

If your plan account balance is less than one whole ADS at the time you cease to be eligible
under the plan for any reason or at any time thereafter, Computershare will hold your plan
account open until the one-year holding period on the fractional ADS in your plan account lapses
and Computershare completes its next semi-annual termination review process. In connection
with its semi-annual termination review process, Computershare will close your account and sell
the fractional ADS in your plan account. You should receive a check representing the net
proceeds, if any, from the sale of the fractional ADS approximately two weeks after
Computershare closes your plan account and processes the sale transaction. Bayer Corporation
will pay the cost of the sales transaction fee charged by Computershare in the event that your
plan account is closed due to a plan account balance of less than one whole ADS.

SALE OF ADSS ACQUIRED PURSUANT TO THE PLAN

After the one-year holding period has lapsed, you may sell ADSs credited to your plan account,
but you must comply with any applicable limitations described in this summary under the
heading “Resale Restrictions.”

Subject to the resale restrictions, you may sell ADSs held in your plan account maintained by
Computershare by placing a sell order with Computershare through Computershare’s website or
call center, in accordance with applicable procedures. Your sell order will be executed as soon
as administratively possible after your order is accepted. When you request the sale of ADSs,
Computershare will execute your sell order and mail you a check representing the net proceeds
from the sale of the number of whole and fractional ADSs that you requested to be sold. You
should receive your check approximately two weeks after the sale order has been executed. You
will be charged fees in connection with the sale of ADSs held in your plan account. For more
information about applicable fees, see the discussion in this summary under the heading
“Applicable Fees.” For more information about the resale restrictions on ADSs under federal
and securities laws, see the discussion under the heading “Resale Restrictions.”

If you are not selling all of the ADSs in your plan account, you may direct Computershare as to
which shares you wish to sell. Unless you direct Computershare otherwise, your ADSs held the
longest under the plan will be sold first. Shares held less than one year will not be eligible for
sale and accordingly cannot be sold until the one year restriction on sale or certification has
lapsed.

When you become ineligible to participate in the plan for reasons other than long-term disability,
Computershare may sell ADSs in your plan account for which the one-year holding period has
lapsed according to the procedures described in this summary under the heading, “Termination
of Eligibility” and the sub-heading, “Ineligibility in All Other Cases.”

16
 RESALE RESTRICTIONS

Below is a discussion of resale restrictions that apply to ADSs. For more information about
trading risks related to the ADSs, see the discussion in this summary under the heading “Risks
Related to an Investment in ADSs of Bayer AG” and the subheading “Risks Related to the OTC
Trading Market for ADSs.”

Resale Restrictions under Federal Securities Laws (One-Year Holding Period)

Bayer AG has not registered the ADSs under the Securities Act and is offering the ADSs under
the plan in reliance on an exemption from the registration requirements of the Securities Act. As
a result, the ADSs are deemed to be “restricted securities” and cannot be freely resold unless the
applicable requirements of Rule 144 of the Securities Act are satisfied. Rule 144 provides an
exemption for resales by persons other than the company issuing the securities (referred to as the
“issuer”), an underwriter or a dealer, each of whom may be deemed to be engaged in a
distribution of the issuer’s securities when selling the securities. Therefore, all participants under
the plan must comply with the one-year holding period imposed by Rule 144 before reselling
their ADSs. This means that you must hold ADSs for a minimum of one year after the date of
they are purchased before you can freely resell them under federal securities laws. In order to
ensure compliance with Rule 144, no ADS will be distributed under the plan until one year after
the ADS is credited to your plan account.

In the event of your death, Computershare will send a packet of information to the contact person
on your account. If no contact person exists, information will be sent to the address of record.
Restrictions under federal and state securities laws may nevertheless continue to apply to ADSs
for which the one-year holding period has not lapsed, and your estate will be solely responsible
for compliance with applicable securities laws, including the resale restrictions under state
securities law and resale restrictions for “affiliates” described below.

Resale Restrictions under State Securities Laws

Resales of the ADSs must also comply with state securities laws. Bayer AG has taken no steps
to register or qualify, nor seek an exemption for, resale of the ADSs under the securities laws of
any state. Therefore, an exemption from registration or qualification under state law is necessary
for compliance with state securities laws in connection with resale of the ADSs.

Unlike Rule 144 of the Securities Act, state securities laws do not recognize an exemption for
sales by persons other than an issuer, underwriter or dealer. Instead, exemptions from state
registration or qualification requirements may include exemptions for the following types of
transactions:

 sales by a person who is not a director, executive officer or large stockholder of the
issuer,
 “isolated” or infrequent sales by a person who is not a director, executive officer or large
stockholder of the issuer,

17
  sales of securities of “world-class” foreign private issuers, or
 sales to institutional investors, which include entities with large amounts of funds to
invest, such as investment banks, pension funds, mutual funds and insurance companies.

The availability of an exemption under state securities laws for your resale of the ADSs will
depend on the laws of the particular state in which you reside and the circumstances under which
you seek to sell the ADSs. If an exemption under state securities laws is not available, broker-
dealers may be restricted in their ability to sell the ADSs because regulations require that broker-
dealers confirm that securities trading on the OTC market comply with federal and state
securities laws before they can discuss or recommend such securities to their clients. For
information about the action that regulators may take with respect to resales of ADSs that are not
exempt under state law, see the second risk factor listed in this summary under the heading
“Risks Related to an Investment in ADSs of Bayer AG” and the subheading “Risks Related to
Ownership.”

You are urged to consult with your own legal adviser regarding applicable state securities
laws and the consequences of participating in the plan and owning and disposing of ADSs.
Bayer AG, Bayer Corporation and participating employers assume no liability for
violations of state securities laws by any plan participant.

Additional Restrictions for “Affiliates”

If you are deemed to be an “affiliate” of Bayer AG, you may resell ADSs acquired under the plan
only if you comply with certain requirements in addition to the one-year holding period. For
purposes of the Securities Act, an “affiliate” generally refers to a director or executive officer of an
issuer, or a stockholder who owns 10% or more of the voting securities of an issuer.

In general, if you are an affiliate, you may resell ADSs acquired under the plan only by:

 filing an appropriate registration statement under the Securities Act; or

 complying with an available exemption from the registration requirement, such as
Rule 144.

For an affiliate, Rule 144 restricts the manner of sale and the volume of ADSs sold during any
three-month period. In addition, an affiliate must file a Form 144 with the Securities and Exchange
Commission, or SEC, with respect to sales under Rule 144 if, during any three-month period, the
number of ADSs sold exceeds 5,000 or the ADSs sold have an aggregate sale price in excess of
$50,000.

Restriction on Trading with Knowledge of Material Nonpublic Information or During

Blackout Periods

You should not conduct any transactions under the plan if you are aware of material, nonpublic
information about Bayer AG. In addition, if you have been identified as an insider pursuant to the
Bayer Corporate Policy on Insider Trading Compliance, you may be prohibited under that policy
from engaging in any transactions with respect to Bayer AG securities under certain circumstances.

18
For purposes of these restrictions, a transaction under the plan would include (i) enrolling or
withdrawing from the plan; (ii) revising the percentage amount of your payroll deductions
(including, if applicable, any deductions that you have elected with respect to your TPA and/or STI
compensation); or (iii) selling any securities acquired through the plan. It is your sole
responsibility to comply with all insider-trading policies and rules and you should review the
requirements of the Bayer Corporate Policy on Insider Trading Compliance before
conducting any transactions under the plan. Bayer AG, Bayer Corporation and participating
employers assume no liability for the insider trading violations of any plan participant.

The SEC has adopted an “affirmative defense” to insider trading, sometimes referred to as a Rule
10b5-1 plan. This affirmative defense applies to transactions that occur pursuant to a binding
(written or oral) contract, instruction or plan that came into existence before an “insider” became
aware of material, nonpublic information. Your enrollment in the plan and initial determination of
the amount of your payroll deduction may constitute a Rule 10b5-1 plan as long as you are not
aware of material, nonpublic information about Bayer AG at the time you enroll and select your
initial payroll deduction. Any change or deviation in a Rule 10b5-1 plan, such as withdrawing from
the plan or revising the percentage amount of your payroll deduction (including, if applicable,
electing or revising deductions of your TPA and/or STI compensation), may remove the
affirmative defense. For more information about creating and maintaining a Rule 10b5-1 plan, you
should consult your legal advisor.

UNITED STATES INCOME TAX CONSEQUENCES TO PLAN PARTICIPANTS

The following discussion summarizes the material United States federal income tax
consequences of participation in the plan and ownership of ADSs acquired under the plan by an
eligible U.S. holder.

This summary is based on tax laws of the United States and Germany in effect on the date of this
summary, including the Convention between the United States of America and the Federal
Republic of Germany for the Avoidance of Double Taxation and the Prevention of Fiscal
Evasion With Respect to Taxes on Income and Capital and to Certain Other Taxes (which we
refer to in this summary as the “Income Tax Treaty”). These tax laws are subject to change,
possibly with retroactive effect, and to different interpretations.

For purposes of this summary, an eligible U.S. holder is a person who:

 is a resident of the United States under the Income Tax Treaty, including a U.S.
citizen,
 is not also a resident of the Federal Republic of Germany under the Income Tax
Treaty,
 owns ADSs as capital assets,
 does not hold ADSs as part of the business property of a permanent establishment
located in Germany or as part of a fixed base of an individual located in Germany
and used for the performance of independent personal services, and
 is entitled to benefits under the Income Tax Treaty with respect to income and
gain derived in connection with the ADSs.

19
This summary is for general information only and does not address all of the tax considerations
that may be relevant to all plan participants and holders of ADSs based upon their individual
circumstances. In particular, it does not address any aspect of United States federal tax law other
than income taxation, and it does not cover the tax laws of any state or municipality, or any
jurisdiction outside the United States.

You are urged to consult with your own tax adviser regarding the United States federal,
state, local and other tax consequences of participating in the plan and owning and
disposing of ADSs. In particular, you are urged to consult your tax adviser to confirm
your status as an eligible U.S. holder and the consequences to you if you do not qualify as
an eligible U.S. holder.

In general, for United States federal income tax purposes, holders of ADSs will be treated as the
owners of the Bayer AG ordinary shares represented by those ADSs.

Taxation of Payroll Deductions

Your payroll deductions (including, if applicable, any deductions that you have elected with respect
to your TPA and/or STI compensation) under the plan are made on an “after-tax” basis. This means
that you must pay federal income and employment taxes on payroll deduction amounts.

Taxation of Purchases of ADSs

You will recognize ordinary federal taxable income at the time of the purchase of an ADS in an
amount equal to the difference between the amount you paid for the ADS and its fair market value
on the date that it is allocated to your plan account. That amount will be subject to federal income
tax withholding and employment taxes, and those taxes will be withheld from your gross wages.
See the discussion in this summary under the heading “Purchase of ADSs Pursuant to the Plan” and
the subheading “Purchase Price of ADSs” for additional information on the purchase price per ADS
to you.

Taxation of Subsequent Disposition of ADSs

Upon a sale or other taxable disposition of ADSs, you will recognize gain or loss for federal income
tax purposes in an amount equal to the difference between the amount realized from the sale or
other disposition, and your federal income tax basis in the ADSs. Generally, your federal income
tax basis will be equal to the fair market value of the ADSs on the date the ADSs are allocated to
your plan account. Such gain or loss generally will be treated as capital gain or loss, and will be
long-term capital gain or loss if your holding period for the ADSs exceeds one year. Most long-
term capital gains are taxable at preferential federal income tax rates. The deduction of capital
losses is subject to certain limitations.

20
Taxation of Dividends

In general, you must include in your gross income, as qualified dividend income, the gross
amount of any distribution paid by Bayer AG out of its current or accumulated earnings and
profits (as determined under United States federal income tax principles). Your dividend income
for United States federal income tax purposes will not be reduced by the amount of German
withholding taxes imposed on a distribution made by Bayer AG in respect of the ADSs you hold.
Qualified dividend income is taxed at rates that apply to net capital gains, and may also be
subject to the net investment income tax for certain higher-income taxpayers.

Under German tax law, German corporations are required to withhold tax on dividends in an
amount equal to 25% of the gross amount paid to resident and nonresident stockholders plus a
solidarity surcharge of 5.5% on the German withholding tax, resulting in an aggregate rate of
withholding of 26.375%. The German withholding tax is partially refunded under the Income
Tax Treaty to reduce the withholding tax to 15% of the gross amount of the dividend; the refund
equals 11.375% (26.375%-15%).

Subject to applicable limitations and conditions under United States federal income tax law, you
may claim German income taxes withheld from dividends on ADSs as credits against your
federal income tax liability, or as deductions in computing your taxable income. For United
States foreign tax credit purposes, dividends on ADSs generally will be treated as passive
income derived from sources outside the United States. The rules relating to foreign tax credits
are complex, and you should consult with your own tax advisor regarding the availability of
foreign tax credits and the application of the foreign tax credit limitations to your particular
situation.

Refund for German Withholding Tax

As discussed above under “Taxation of Dividends,” you are entitled to a refund equal to
11.375% of the gross amount of dividends paid on ADSs. You may apply for refunds payable
under the Income Tax Treaty with respect to taxes withheld on ADS dividends deposited with
Computershare. You may call Computershare’s call center to obtain contact information for an
external vendor which may be able to assist you with the process for seeking a refund of German
tax withholdings.

Computershare will report your positions with respect to ADSs at the relevant cutoff date that
qualify for share dividends subject to withholding tax at the appropriate rates under the Income Tax
Treaty.

Information Reporting and Backup Withholding

Dividends on ADSs and proceeds from a sale of ADSs are subject to Internal Revenue Service
information reporting. In addition, such dividends and proceeds may be subject to backup
withholding at a 24% rate unless you comply with the backup withholding requirements. You
should complete and file a Form W-9 with Computershare so as to provide Computershare with the
information and certification necessary to avoid backup withholding, unless it is demonstrated in a

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manner satisfactory to Computershare that an exemption applies. If you are not a citizen of the
United States, you generally should complete and file a Form W-8BEN with Computershare to
avoid backup withholding.

PUERTO RICO INCOME TAX CONSEQUENCES TO PLAN PARTICIPANTS

The following discussion summarizes the material Puerto Rico income tax consequences of
participation in the plan and ownership of ADSs acquired under the plan by an eligible P.R. holder.

This summary is based on tax laws of Puerto Rico in effect on the date of this summary. These tax
laws are subject to change and to different interpretations.

For purposes of this summary, an eligible P.R. holder is a person who:

 is a citizen of the United States or a legal resident of the United States, and is also
considered a resident of Puerto Rico for Puerto Rico income tax purposes,
 is an employee of Bayer Puerto Rico, Inc. or Monsanto Caribe, LLC (together with Bayer
AG, the “Company”),
 has met the participation criteria of the plan, and
 owns ADSs as capital assets.

This summary is for general information only and does not address all of the tax considerations that
may be relevant to all plan participants and holders of ADSs based upon their individual
circumstances. In particular, it does not address any aspect of United States federal tax law and it
does not cover the tax laws of any state or municipality, or any jurisdiction other than Puerto Rico.

You are urged to consult with your own tax adviser regarding the Puerto Rico income tax
consequences of participating in the plan and owning and disposing of ADSs. The Company is
not responsible for ensuring your individual compliance with tax payment and reporting
obligations. In particular, you are urged to consult your tax adviser to confirm your status as
an eligible P.R. holder and the consequences to you if you do not qualify as an eligible P.R.
holder.

For purposes of the discussion that follows, and subject to the clarification discussed hereinafter, we
are assuming that the Puerto Rico Treasury Department will treat the holders of ADSs in very much
the same way as they will be treated for United States federal income tax purposes. That is, we are
assuming that the Puerto Rico Treasury Department will treat the holders of ADSs as the owners of
the Bayer AG ordinary shares represented by the ADSs for Puerto Rico income tax purposes. We
must clarify, however, that as of this date the Puerto Rico Treasury Department has issued no
regulations, rulings or written guidance on the treatment of ADSs (and their underlying
investments) for Puerto Rico income tax purposes.

In addition to the above, the Plan is not a qualified plan under Section 1081.01(a) of the PR
Code nor is it an ERISA covered plan.

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Taxation of Payroll Deductions

Your payroll deductions (including, if applicable, any deductions that you have elected with respect
to your TPA and/or STI compensation) under the plan are made on an “after-tax” basis. This means
that you must pay Puerto Rico income and employment taxes on payroll deduction amounts.

Taxation of Purchases of ADSs

You will recognize ordinary Puerto Rico taxable income at the time of the purchase of an ADS in an
amount equal to the difference between the amount you paid for the ADS and its fair market value
on the date that it is allocated to your plan account (the “discount”). The value of the discount will
be added to your wages for that year and the Company must make adjustment to the PR income
taxes and social security contributions which must be withheld from your salary and other
employment income. This adjustment could result in receiving no cash payment for one or more
pay period depending on the withholdings to be made. See the discussion in this summary under
the heading “Purchase of ADSs Pursuant to the Plan” and the subheading “Purchase Price of ADSs”
for additional information on the purchase price per ADS to you.

Taxation of Subsequent Disposition of ADSs

Upon a sale or other taxable disposition of ADSs, you will recognize gain or loss for Puerto Rico
income tax purposes in an amount equal to the difference between the amount realized from the sale
or other disposition, and your Puerto Rico income tax basis in the ADSs. Generally, your Puerto
Rico income tax basis will be equal to purchase price of the ADS plus the taxable ordinary income
realized at the time of the purchase of the ADS. Such gain or loss generally will be treated as
capital gain or loss, and will be long-term capital gain or loss if your holding period for the ADSs
exceeds one year. Most long-term capital gains are taxable at preferential Puerto Rico income tax
rates (currently subject to a maximum tax of 15%). The deduction of capital losses is subject to
certain limitations. You will be responsible for reporting in your income tax return any gain
resulting from the sale of the share and for paying any applicable taxes on such gain.

Taxation of Dividends

In general, you must include in your gross income, as ordinary dividend income, the gross amount
of any distribution paid by Bayer AG out of its current or accumulated earnings and profits (as
determined under Puerto Rico income tax principles), including those used to reinvest in additional
ADSs, as indicated above. Your dividend income for Puerto Rico income tax purposes will not be
reduced by the amount of any U.S. or German withholding taxes imposed on a distribution made by
Bayer AG in respect of the ADSs you hold.

Subject to applicable limitations and conditions under Puerto Rico income tax law, you may claim
non-Puerto Rico income taxes withheld from dividends on ADSs as credits against your Puerto
Rico income tax liability. For Puerto Rico foreign tax credit purposes, dividends on ADSs generally
will be treated as income derived from sources without Puerto Rico. The rules relating to foreign
tax credits are complex, and you should consult with your own tax advisor regarding the availability

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of foreign tax credits and the application of the foreign tax credit limitations to your particular
situation.

No Refund for German Withholding Tax

Unlike eligible U.S. holders, eligible P.R. holders may not seek a refund under the Income Tax
Treaty with respect to German income taxes withheld on ADS dividends deposited with
Computershare.

APPLICABLE FEES

Account Fee: Bayer Corporation will pay the cost of administering your plan account:

 as long as you are a participant in the plan;

 as long as you are an employee of Bayer Corporation or a participating employer,
including when you are on an eligible expatriate assignment as determined by Bayer
Corporation; or
 in the event of your long-term disability.

If you become ineligible to participate in the plan for any reason other than long-term disability,
Bayer Corporation will pay the cost of administering your plan account until the one year
restriction on sale lapses with respect to all ADSs held in your plan account.

Sales Transaction Fees: You will be charged by Computershare the following fees for sale
transactions of ADSs held in your plan account:

 a trading fee of $0.10 per ADS sold;

 $15 for each sale transaction conducted through Computershare’s website;
 $55 for each sale transaction conducted through Computershare’s call center; and
 if you request the wire transfer of any proceeds from the sale(s) of ADSs to a
separate checking, brokerage or other account, $25 per wire transfer.

Bayer Corporation will absorb the cost of the sales transaction fee charged by Computershare in
the event that your plan account is closed due to a plan account balance of less than one whole
ADS.

In the event of your death, Computershare may charge additional fees in connection with the
distribution of your plan account to your estate or heirs.

Depositary Fees: Under the deposit agreement between BNY Mellon and Bayer AG, BNY
Mellon may deduct certain charges from cash dividends or other distributions payable to the
owners of ADSs. These charges relate to expenses incurred by BNY Mellon in performing
services as the depositary, including, among others, record-keeping and dispensing distributions

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to ADS owners. The fees assessed by BNY Mellon on cash dividends may be up to $0.05 per
ADS and will be deducted from any cash dividends paid on the ADSs in your plan account prior
to being deposited to your plan account at Computershare under the dividend reinvestment
feature of the plan (or, if you have elected to receive cash dividends directly, prior to being paid
to you by check).

SEC Fee: In addition to the sales transaction fees charged by Computershare, you will be subject to
the fee the SEC charges for each sale of ADSs in your plan account. The current fee for each sale of
ADSs in your plan account is $5.10 for every $1,000,000 in securities volume or approximately one
cent for every $1,960.78 in securities transactions.

WHERE YOU CAN FIND MORE INFORMATION

You may obtain additional information about the plan and its administration and Bayer AG’s
most recent financial statements by writing the ESPP Administrator, Bayer Corporation, c/o HR
Operations, 800 North Lindbergh Boulevard, St. Louis Missouri 63167 or calling 888-473-1001,
or logging on to BayerNet.

You can find the latest Bayer AG ADS price quote by logging on to your ESPP account at www-
us.computershare.com/employee and the latest information for investors in securities of Bayer AG at
www.investor.bayer.de/en/overview.

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