Commentary & Deal Flow

Reoffer: 30NC6: 5.825% / 99.629 30NC9: 6.325% / 99.497
Benchmark: 30NC6: DBR 1.7% Aug-32 / +243.2bp 30NC9: DBR 2.6% Aug-35 / +282.3bp

Tranche 1 (30NC6): Final books €4.3bn+. Peak book €4.95bn
Tranche 2 (30NC9): Final books €3.8bn+. Peak book north of €4.2bn (pre-rec / good at guidance)

Launched:
30NC6: €1bn @ 5.825% - Books north of €4.8bn (pre-rec / good at guidance)
30NC9: €1bn @ 6.325% - Books north of €4.2bn (pre-rec / good at guidance)
Guidance: 30NC6: 5.825%# 30NC9: 6.325%# - Books north of €9bn (split 4.95bn / 4.05bn respectively)
IPTs: 30NC6: 6.250-6.375%a 30NC9: 6.750-6.875%a

• Issuer: Bayer Aktiengesellschaft
• Issuer LEI: 549300J4U55H3WP1XT59
• Issuer Ratings: Baa2 (stable) by Moody’s / BBB (negative) by S&P / BBB (negative) by Fitch
• Expected Issue Ratings: Baa3 by Moody’s / BB+ by S&P / BB+ by Fitch
• Format: Reg S (Cat 2), Bearer Notes, CGN
• Status/Ranking of the Notes:
  • 30NC6: Unsecured and subordinated obligations of the Issuer ranking senior to the Junior Obligations (including outstanding hybrids other than those due in 2054 with a first call date in 2029 and those due 2056 with a first optional redemption date in 2035), pari passu among themselves and with Parity Obligations (including outstanding hybrids due in 2054 with a first call date in 2029 and those due 2056 with a first optional redemption date in 2035) and junior to all Senior Obligations
  • 30NC9: Unsecured and subordinated obligations of the Issuer ranking senior to the Junior Obligations (including outstanding hybrids other than those due in 2054 with a first call date in 2029 and those due 2056 with a first optional redemption date in 2032), pari passu among themselves and with Parity Obligations (including outstanding hybrids due in 2054 with a first call date in 2029 and those due 2056 with a first optional redemption date in 2032) and junior to all Senior Obligations
• Expected Rating Agency Equity Credit: Moody’s Basket M (50%) / S&P Intermediate (50% until the First Reset Date) / Fitch (50%)
• Settlement Date: 28-Sep-26 (T+3)
• Size:
  • 30NC6: €1bn
  • 30NC9: €1bn
• Reoffer:
  • 30NC6: 99.629 / 5.825% (Annual Yield)
  • 30NC9: 99.497 / 6.325% (Annual Yield)
• Maturity Date:
  • 30NC6: 28-Sep-56 (30 yr)
  • 30NC9: 28-Sep-56 (30 yr)
• First Reset Date:
  • 30NC6: 28-Sep-32
  • 30NC9: 28-Sep-35
• Initial Credit Spread:
  • 30NC6: 225.4 bps
  • 30NC9: 274.7 bps
• Reference Bund:
  • 30NC6: DBR 1.7% Aug-32 +243.2 bps
  • 30NC9: DBR 2.6% Aug-35 +282.3 bps
• Interest:
  • 30NC6: 5.750% Fixed Interest Rate payable annually in arrear until the First Reset Date; thereafter: every 5 years interest rate reset at Reference Rate + Initial Margin + relevant step-ups
  • 30NC9: 6.250% Fixed Interest Rate payable annually in arrear until the First Reset Date; thereafter: every 5 years interest rate reset at Reference Rate + Initial Margin + relevant step-ups
• Interest Payment Date:
  • 30NC6: 28-Sep each year commencing on 28-Sep-27, Act/Act (ICMA), following unadjusted
  • 30NC9: 28-Sep each year commencing on 28-Sep-27, Act/Act (ICMA), following unadjusted
• Step-ups:
  • 30NC6: 25bps from 28-Sep-37 (First Step-up Date); 100bps (additional 75bps) from 28-Sep-52 (Second Step-up Date)
  • 30NC9: 25bps from 28-Sep-40 (First Step-up Date); 100bps (additional 75bps) from 28-Sep-55 (Second Step-up Date)
• ISINs:
  • 30NC6: XS3385867794
  • 30NC9: XS3385867877
• ToE:
  • 30NC6: 16.22 UKT
  • 30NC9: 16.23 UKT
• Redemption at the Option of the Issuer:
  • 30NC6: The Issuer may call and redeem the Notes (in whole but not in part) with effect as of any day during the period from and including the First Optional Redemption Date (28-Jun-32) to and including the First Reset Date; and on any Interest Payment Date thereafter at par
  • 30NC9: The Issuer may call and redeem the Notes (in whole but not in part) with effect as of any day during the period from and including the First Optional Redemption Date (28-Jun-35) to and including the First Reset Date; and on any Interest Payment Date thereafter at par
• Special Event Call Rights: The Issuer may at any time call the Notes (in whole but not in part) (a) any time at par upon a Gross-up Event, and in the case of Minimal Outstanding Aggregate Principal Amount (<=25%), (b) at 101% prior to the First Optional Redemption Date (par thereafter) upon a Rating Event or a Tax Deductibility Event
• Interest Deferral: At Issuer’s discretion at any time, in whole but not in part, cash cumulative, non-compounding
• Payment of Arrears of Interest: The Issuer may pay outstanding Arrears of Interest (in whole but not in part) at any time Arrears of Interest will be due (in whole, but not in part) upon the earliest of: (i) of a Compulsory Settlement Event (discretionary payment on, or repurchase or redemption of, parity and junior securities); (ii) an Interest Payment Date in respect of which the Issuer does not elect to defer the interest; (iii) redemption of the Notes; (iv) the 5th anniversary of the Interest Payment Date on which the Issuer first deferred a payment of interest; or (v) winding-up of the Issuer subject to customary exceptions (as described in the Prospectus)
• Replacement Language: Intentional, subject to customary carve-outs
• Documentation: Standalone / Luxembourg Stock Exchange (regulated market) / German Law / €100k + €100k
• Use of Proceeds: General Corporate Purposes
• Target Market: Manufacturer target market (MiFID II / UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EU PRIIPs key information document (KID) or UK disclosure document required by the FCA Product Disclosure Sourcebook (DISC) will be prepared as not available to retail in the EEA or the UK.
• Selling Restrictions: US: Reg. S (Cat. 2) / TEFRA D; No sales to and no communication with US investors, including offshore US investors Singapore, UK: Each as further described in the prospectus Canada: Offers/sales into Ontario/Alberta/British Columbia only, subject to compliance with applicable law
• Global Coordinators: BofA Securities, Deutsche Bank
• Active Bookrunners: BNP Paribas, BofA Securities, Citigroup, Crédit Agricole CIB, Deutsche Bank (B&D), HSBC
• Timing: PRICED / FTT: 16:45 UKT
• Advertisement: This communication is an advertisement. It is not a Prospectus. The Final Prospectus relating to the Notes, when published, will be available on the website of the Luxembourg Stock Exchange