X0306 4 2018-06-07 1 0001110783 MONSANTO CO /NEW/ MON 0001438256 Preete Kerry J 800 N. LINDBERGH BLVD. ST. LOUIS MO 63167 0 1 0 0 EVP, Strategy Officer Common Stock 2018-06-07 4 D 0 21728 D 0 D Common Stock 2018-06-07 4 D 0 6963 D 0 I By 401(k) Plan Common Stock 2018-06-07 4 D 0 11241 D 0 D Common Stock 2018-06-07 4 D 0 19787 D 0 D Stock Option (Right to Buy) 90.48 2018-06-07 4 D 0 21560 D Common Stock 21560 0 D Stock Option (Right to Buy) 106.05 2018-06-07 4 D 0 18390 D Common Stock 18390 0 D Stock Option (Right to Buy) 112.82 2018-06-07 4 D 0 17290 D Common Stock 17290 0 D Stock Option (Right to Buy) 91.34 2018-06-07 4 D 0 21350 D Common Stock 21350 0 D Stock Option (Right to Buy) 141.50 2018-06-07 4 D 0 390 D Common Stock 390 0 D Phantom Share Units 2018-06-07 4 D 0 4366 D Common Stock 4366 0 D Pursuant to the terms of and subject to certain exceptions set forth in the Agreement and Plan of Merger, dated as of September 14, 2016 (the "Merger Agreement"), by and among Bayer Aktiengesellschaft ("Bayer"), KWA Investment Co. ("Merger Sub") and Monsanto Company (the "Company"), each share of common stock of the Company and each time- or performance-vesting restricted stock unit of the Company outstanding immediately prior to the effective time of the merger (the "Effective Time") was automatically converted into the right to receive $128.00 in cash, without interest (the "Merger Consideration"). (Continued from Footnote 1) The Merger Consideration that is payable in respect of restricted stock units of the Company that were granted (a) prior to September 14, 2016 is fully vested as of the Effective Time or (b) after September 14, 2016 will vest based upon the vesting schedule applicable to the corresponding restricted stock units (subject to accelerated vesting in full upon a termination of employment without cause, for good reason or due to death, disability or retirement). Any Merger Consideration that is not paid at the Effective Time will begin accruing interest as of the Effective Time at the short-term federal rate. Pursuant to the terms of the Merger Agreement, each option to purchase shares of common stock of the Company outstanding immediately prior to the Effective Time, whether vested or unvested, was automatically converted into the right to receive the Merger Consideration less the applicable exercise price of such option, without interest. Represents restricted stock units. Represents performance-based restricted stock units. Jennifer Woods, Attorney-in-Fact 2018-06-07