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Entry into a Material Definitive

On October9, 2015, Monsanto Company (Monsanto) entered into uncollared accelerated share repurchase (ASR) agreements with each of Citibank, N.A. (Citibank) andJPMorgan Chase Bank, N.A. (JPMorgan) to repurchase an aggregate of $3.0billion of the Companys common stock. The ASR is part of Monsantos previously announced share repurchase authorization


Monsanto is funding the ASR with proceeds from the issuance of commercial paper and cash on hand.

Under the terms of the ASR agreements, Monsanto will make a $1.5 billion payment to each of Citibank and JPMorgan on October13, 2015 and will receive from each of them on the same day an initial delivery of approximately 14.2million shares of Monsantos common stock, based on current market prices. The final number of shares to be repurchased will be based on the volume-weighted average stock price of Monsantos common stock during the term of the transaction, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR agreements. At settlement, under certain circumstances, each of Citibank and JPMorgan may be required to deliver additional shares of common stock to Monsanto, or under certain circumstances, Monsanto may be...