The following materials are not directed at or to be accessed by persons located in the United
States, Australia, Canada or Japan. These materials do not constitute or form a part of any offer or
solicitation to purchase or subscribe for securities in the United States, Australia, Canada or
Japan or in any other jurisdiction in which such offer or solicitation is not authorized or to any
person to whom it is unlawful to make such offer or solicitation.


The securities mentioned herein have not been, and will not be, registered under the Securities Act
and may not be offered or sold in the United States, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act. There will be no
public offer of the securities in the United States.


In the United Kingdom the following materials are only directed at (i) investment professionals
falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (the “Order”) or (ii) high net worth companies, and other persons to whom it may lawfully
be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as “relevant persons”). The securities are only available to, and any invitation,
offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in
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materials or any of their contents.


In relation to each member state of the European Economic Area which has implemented the Directive
2003/71/EC, and any amendments thereto (the “Prospectus Directive”)(each a “Relevant Member State”),
an offer to the public of the securities has not been made and will not be made in such Relevant
Member State, except that an offer to the public in such Relevant Member State of any securities may
be made at any time under the following exemptions from the Prospectus Directive, if they have been
implemented in the Relevant Member State:


to any legal entity which is a qualified investor as defined in the Prospectus Directive,

to fewer than 150 natural or legal persons (other than qualified investors as defined in the
Prospectus Directive), as permitted under the Prospectus Directive, or

in any other circumstances falling within Article 3(2) of the Prospectus Directive;


provided that no such offer shall result in a requirement to publish a prospectus pursuant to
Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the
Prospectus Directive.


For the purposes of this provision, the expression an “offer to the public” in relation to any
securities in any Relevant Member State means the communication in any form and by any means of
sufficient information on the terms of the offer and any securities to be offered so as to enable an
investor to decide to purchase any securities, as the same may be varied in that Relevant Member
State by any measure implementing the Prospectus Directive in that Relevant Member State, and the
expression “Prospectus Directive” includes any relevant implementing measure in each Relevant Member
State.


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Basis of access


Access to electronic versions of these materials is being made available on this webpage by Bayer in
good faith and for information purposes only. Making press announcements and other documents
available in electronic format on this webpage does not constitute an offer to sell or the
solicitation of an offer to buy securities issued by Bayer. Further, it does not constitute a
recommendation by Bayer, or any other party to buy or sell securities issued by Bayer.

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