Bond Syngenta Financial N.V. 5.676% ( US87164KAJ34 ) in USD

Syngenta Financial N.V.

94.44 % ⇌

Switzerland

US87164KAJ34 ( in USD )

5.676% per year ( payment 2 times a year)

23/04/2048

Prospectus brochure of the bond Syngenta Finance N.V US87164KAJ34 en USD 5.676%, maturity 23/04/2048

87164KAJ3

BBB ( Lower medium grade - Investment-grade )

Baa3 ( Lower medium grade - Investment-grade )

24/10/2025 ( In 115 days )

Syngenta Finance N.V. is a Netherlands-based financing subsidiary of Syngenta Group, a leading agricultural science company focused on crop protection and agricultural biotechnology.

The Bond issued by Syngenta Financial N.V. ( Switzerland ) , in USD, with the ISIN code US87164KAJ34, pays a coupon of 5.676% per year.
The coupons are paid 2 times per year and the Bond maturity is 23/04/2048

The Bond issued by Syngenta Financial N.V. ( Switzerland ) , in USD, with the ISIN code US87164KAJ34, was rated Baa3 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Syngenta Financial N.V. ( Switzerland ) , in USD, with the ISIN code US87164KAJ34, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

OFFERING MEMORANDUM

Syngenta Finance N.V.
(a Dutch public company with limited liability)
$750,000,000 3.698% Senior Notes due 2020
$750,000,000 3.933% Senior Notes due 2021
$1,000,000,000 4.441% Senior Notes due 2023
$750,000,000 4.892% Senior Notes due 2025
$1,000,000,000 5.182% Senior Notes due 2028
$500,000,000 5.676% Senior Notes due 2048
Fully and unconditionally guaranteed by
Syngenta AG
(a Swiss stock corporation (Aktiengesellschaft))

Syngenta Finance N.V. (the "Issuer") is offering $750,000,000 of its Senior Notes due 2020 (the "2020 Notes"),
$750,000,000 of its Senior Notes due 2021 (the "2021 Notes"), $1,000,000,000 of its Senior Notes due 2023 (the "2023 Notes"),
$750,000,000 of its Senior Notes due 2025 (the "2025 Notes"), $1,000,000,000 of its Senior Notes due 2028 (the "2028 Notes")
and $500,000,000 of its Senior Notes due 2048 (the "2048 Notes" and, together with the 2020 Notes, the 2021 Notes, the 2023
Notes, the 2025 Notes and the 2028 Notes, the "Notes"). The Notes will be fully and unconditionally guaranteed (the
"Guarantees") by Syngenta AG (the "Guarantor"). In this offering memorandum (the "Offering Memorandum"), we refer to each
series of the Notes as a "series" of Notes. The Notes will bear interest per annum, payable semi-annually, in arrears, on April 24
and October 24 of each year, beginning on October 24, 2018. The 2020 Notes, the 2021 Notes, the 2023 Notes, the 2025 Notes,
the 2028 Notes and the 2048 Notes will mature on April 24, 2020, April 23, 2021, April 24, 2023, April 24, 2025, April 24, 2028
and April 24, 2048, respectively.
The Issuer may redeem the Notes in whole at any time or in part from time to time at the applicable redemption price as
described in "Description of the Notes and Guarantees--Optional Redemption" in this Offering Memorandum. In particular, on
or after the applicable Par Call Date (as defined in "Description of the Notes and Guarantees--Optional Redemption"), the Issuer
may redeem the 2023 Notes, the 2025 Notes, the 2028 Notes or the 2048 Notes at a redemption price equal to 100% of the
principal amount of the Notes of such series to be redeemed plus accrued and unpaid interest to the date of redemption and any
additional amounts. The Issuer may also redeem the Notes, in whole but not in part, at any time at 100% of their principal amount
plus accrued interest upon the occurrence of certain tax events described in "Description of the Notes and Guarantees--
Redemption for Taxation Reasons." If a Change of Control Triggering Event occurs with respect to a particular series of the
Notes, we will be required to offer to purchase such series of the Notes on the terms described in this Offering Memorandum. See
"Description of the Notes and Guarantees--Offer to Repurchase Upon Change of Control Triggering Event".
This Offering Memorandum constitutes a prospectus within the meaning of Article 5 para. 3 of Directive 2003/71/EC of the
European Parliament and the Council of November 4, 2003 (as amended, inter alia, by Directive 2010/73/EU) (the "Prospectus
Directive") since application has been made to list the Notes on the official list of the Luxembourg Stock Exchange and to admit
the Notes to trading on the regulated market of the Luxembourg Stock Exchange, a market appearing on the list of regulated
markets issued by the European Commission pursuant to Directive 2014/65/EU of May 15, 2014 on markets in financial
instruments. This Offering Memorandum will be published in electronic form together with all documents incorporated by
reference on the website of the Luxembourg Stock Exchange (www.bourse.lu). This Offering Memorandum will be submitted for
approval by the Commission de Surveillance du Secteur Financier (the "CSSF") of the Grand Duchy of Luxembourg
("Luxembourg") in its capacity as competent authority under the Luxembourg law relating to prospectuses dated July 10, 2005
(Loi relative aux prospectus pour valeurs mobilières, the "Luxembourg Prospectus Law"), which implements the Prospectus
Directive into Luxembourg law. Pursuant to Article 7(7) of the Luxembourg Prospectus Law, by approving this Offering
Memorandum, the CSSF gives no undertaking as to the economic and financial opportuneness of the transactions contemplated
by this Offering Memorandum or the quality or solvency of either the Issuer or the Guarantor.
See "Risk Factors" beginning on page 12 of this Offering Memorandum for a discussion of certain risks that you
should consider in connection with an investment in the Notes.
The Notes and the Guarantees have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act") or any state securities laws. Accordingly, the Notes are being offered and sold only to qualified institutional buyers

("QIBs") in accordance with Rule 144A under the Securities Act ("Rule 144A") and to persons outside the United States that are
not, and are not acting for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act
("Regulation S")) in offshore transactions in accordance with Regulation S. Prospective purchasers that are QIBs are hereby
notified that the seller of the Notes may be relying on the exemption from the registration requirements under the
Securities Act provided by Rule 144A. The Notes are not transferable except in accordance with the restrictions described in
"Notice to Investors and Transfer Restrictions."

Offering Price for the 2020 Notes: 100.000%
Offering Price for the 2021 Notes: 100.000%
Offering Price for the 2023 Notes: 100.000%
Offering Price for the 2025 Notes: 100.000%
Offering Price for the 2028 Notes: 100.000%
Offering Price for the 2048 Notes: 100.000%
in each case, plus accrued interest, if any, from April 24, 2018

We expect delivery of the Notes through the facilities of The Depository Trust Company ("DTC") and its direct and indirect
participants (including Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream, Luxembourg")) will
be made to investors on or about April 24, 2018.
Joint Book-Running Managers

BNP PARIBAS
Citigroup
Credit Suisse
HSBC
MUFG
Santander

China
China Construction
International
Credit
Banca IMI
Bank Corporation
Capital
COMMERZBANK
DBS Bank Ltd.
Agricole CIB

Corporation

ICBC Standard Bank
ING
Rabo Securities
Scotiabank
UniCredit

April 20, 2018

TABLE OF CONTENTS

Page
Important Information ....................................................................................................................................................i
Overview ....................................................................................................................................................................... 1
Risk Factors ................................................................................................................................................................. 11
Stabilization ................................................................................................................................................................. 26
Forward-Looking Statements ...................................................................................................................................... 27
Where You Can Find More Information About Syngenta ........................................................................................... 29
Incorporation by Reference ......................................................................................................................................... 30
Enforceability of Certain Civil Liabilities ................................................................................................................... 32
Use of Proceeds ........................................................................................................................................................... 33
Capitalization ............................................................................................................................................................... 34
Operating and Financial Review and Prospects........................................................................................................... 35
Business ....................................................................................................................................................................... 77
The Guarantor .............................................................................................................................................................. 91
The Issuer .................................................................................................................................................................... 93
Description of the Notes and Guarantees .................................................................................................................... 94
Clearance and Settlement .......................................................................................................................................... 107
Taxation ..................................................................................................................................................................... 109
ERISA Considerations ............................................................................................................................................... 115
Plan of Distribution ................................................................................................................................................... 118
Notice to Investors and Transfer Restrictions ............................................................................................................ 124
Listing and Admission to Trading ............................................................................................................................. 127
Validity of the Notes and Guarantees ........................................................................................................................ 130
Independent Auditors ................................................................................................................................................ 130

IMPORTANT INFORMATION
This Offering Memorandum contains and incorporates by reference information that you should
consider when making your investment decision. The Issuer, the Guarantor and BNP Paribas Securities
Corp., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, HSBC Securities (USA) Inc.,
MUFG Securities Americas Inc., Santander Investment Securities Inc., Banca IMI S.p.A., China
Construction Bank Corporation Beijing, Swiss Branch Zurich, China International Capital Corporation
Hong Kong Securities Limited, Commerz Markets LLC, Credit Agricole Securities (USA) Inc., DBS Bank
Ltd., ICBC Standard Bank Plc, ING Financial Markets LLC, Rabo Securities USA, Inc., Scotia Capital
(USA) Inc. and UniCredit Bank AG (collectively, the "Initial Purchasers") have not authorized anyone to
provide you with any information other than that contained or incorporated by reference in this Offering
Memorandum or to which the Issuer has referred you. The Issuer, the Guarantor and the Initial Purchasers
take no responsibility for, and can provide no assurance as to the reliability of, any other information that
others may give you. This Offering Memorandum may only be used where it is legal to sell these securities.
The information contained or incorporated by reference in this Offering Memorandum is accurate only as of
the date of this Offering Memorandum. None of the Issuer, the Guarantor or the Initial Purchasers is making
an offering of the Notes in any jurisdiction where this offering is not permitted. You should not assume that
the information contained or incorporated by reference in this Offering Memorandum is accurate as of any
date other than the date on the front of this Offering Memorandum.
In making an investment decision, prospective investors must rely on their own examination of the Issuer and
the terms of this offering, including the merits and risks involved.
This Offering Memorandum has been prepared by the Issuer and the Guarantor solely for use in connection
with the proposed offering of the Notes described in this Offering Memorandum and for application to be approved
to list the Notes on the official list of the Luxembourg Stock Exchange and to be admitted to trading on the regulated
market of the Luxembourg Stock Exchange. This Offering Memorandum is personal to each offeree and does not
constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire Notes.
In addition, none of the Issuer, the Guarantor or the Initial Purchasers or any of our or their respective affiliates
or representatives is making any representation to you regarding the legality of an investment in the Notes, and you
should not construe anything in this Offering Memorandum as legal, business or tax advice. You should consult
your own advisors as to legal, tax, business, financial and related aspects of an investment in the Notes. You must
comply with all laws applicable in any jurisdiction in which you buy, offer or sell the Notes or possess or distribute
this Offering Memorandum, and you must obtain all applicable consents and approvals; none of the Issuer, the
Guarantor or the Initial Purchasers shall have any responsibility for any of the foregoing legal requirements.
The Initial Purchasers make no representation or warranty, express or implied, as to the accuracy or
completeness of the information contained or incorporated by reference in this Offering Memorandum. Nothing
contained or incorporated by reference in this Offering Memorandum is, or shall be relied upon as, a promise or
representation by the Initial Purchasers as to the past or future.
In this Offering Memorandum, Syngenta Finance N.V. is referred to as "Syngenta Finance" or "the Issuer",
Syngenta AG is referred to as the "Guarantor," and Syngenta AG and its consolidated subsidiaries taken together are
referred to as "Syngenta" or the "Group." Unless otherwise noted or the context otherwise requires, references to
"we," "our" and "us" refer to Syngenta Finance N.V. and Syngenta AG, in each case including any successor
person. Syngenta Finance N.V. is offering the Notes using this Offering Memorandum. Syngenta AG is acting as
the Guarantor for the Notes offering by Syngenta Finance N.V. using this Offering Memorandum. Except as
otherwise indicated, all amounts are expressed in U.S. dollars and references to "dollars" and "$" are to U.S. dollars.
By receiving this Offering Memorandum, you acknowledge that you have had an opportunity to request from
the Issuer or the Initial Purchasers for review, and that you have received, all additional information you deem
necessary to verify the accuracy and completeness of the information contained or incorporated by reference in this
Offering Memorandum. You also acknowledge that you have not relied on the Initial Purchasers in connection with
your investigation of the accuracy of this information or your decision whether to invest in the Notes.
i

The Issuer reserves the right to withdraw this offering at any time. The Issuer is making this offering subject to
the terms described in this Offering Memorandum and the purchase agreement relating to the Notes entered into
between the Issuer and the representatives of the Initial Purchasers (the "purchase agreement"). The Issuer and the
Initial Purchasers reserve the right to reject all or a part of any offer to purchase the Notes, for any reason. The
Issuer and the Initial Purchasers also reserve the right to sell less than all of the Notes offered by this Offering
Memorandum or to sell to any purchaser less than the amount of Notes it has offered to purchase.
None of the Securities and Exchange Commission (the "SEC"), any state securities commission or any other
regulatory authority has approved or disapproved of the Notes, nor have any of the foregoing authorities passed
upon or endorsed the merits of this offering or the accuracy or adequacy of this Offering Memorandum. Any
representation to the contrary is a criminal offense in the United States and could be a criminal offense in other
countries.
The Notes are subject to restrictions on transferability and resale and may not be transferred or resold, except as
permitted under the Securities Act and the applicable state securities laws, pursuant to registration or exemption
therefrom. As a prospective investor, you should be aware that you may be required to bear the financial risks of this
investment, including the risk of a complete loss of your investment, for an indefinite period of time. See "Plan of
Distribution" and "Notice to Investors and Transfer Restrictions."
The distribution of this Offering Memorandum and the offering and sale of the Notes in certain jurisdictions
may be restricted by law.
The Notes will be issued in the form of two or more global notes. See "Description of the Notes and
Guarantees."
NOTICE TO U.S. INVESTORS
Each purchaser of the Notes will be deemed to have made the representations, warranties and
acknowledgements that are described in this Offering Memorandum under "Notice to Investors and Transfer
Restrictions."
The Notes and the Guarantees offered hereby have not been and will not be registered under the Securities Act
or with any securities regulatory authority of any state or other jurisdiction in the United States and may not be
offered or sold in the United States, except to "qualified institutional buyers," or QIBs, within the meaning of Rule
144A in reliance on an exemption from the registration requirements of the Securities Act provided by Rule 144A.
Prospective purchasers are hereby notified that the sellers of the Notes may be relying on the exemption from
the registration requirements of Section 5 of the Securities Act provided by Rule 144A. The Notes may be
offered and sold to persons outside the United States that are not, and are not acting for the account or benefit of,
"U.S. persons" (as defined in Regulation S) in reliance on Rule 903 or Rule 904 of Regulation S. For a description
of certain further restrictions on resale or transfer of the Notes, see "Notice to Investors and Transfer Restrictions."
The Notes described in this Offering Memorandum have not been registered with, recommended by or
approved by the SEC, any state securities commission in the United States or any other securities commission or
regulatory authority, nor has the SEC, any state securities commission in the United States or any such securities
commission or authority passed upon the accuracy or adequacy of this Offering Memorandum. Any representation
to the contrary is a criminal offence.
THE NOTES MAY NOT BE OFFERED TO THE PUBLIC WITHIN ANY JURISDICTION. BY
ACCEPTING DELIVERY OF THIS OFFERING MEMORANDUM, YOU AGREE NOT TO OFFER,
SELL, RESELL, TRANSFER OR DELIVER, DIRECTLY OR INDIRECTLY, ANY NOTES TO THE
PUBLIC.
NOTICE TO EEA INVESTORS
This Offering Memorandum has been prepared on the basis that all offers and sales of the Notes will be made
only in circumstances where there is an exemption from the obligation under the Prospectus Directive to produce
and/or publish a prospectus. As a result, any offer of Notes in any Member State of the European Economic Area
ii

("EEA") (each, a "Relevant Member State") must be made pursuant to an exemption under the Prospectus Directive
from the requirement to publish a prospectus for offers of Notes. Accordingly, any person making or intending to
make any offer of Notes in that Relevant Member State may only do so in circumstances in which no obligation
arises for the Issuer or any of the Initial Purchasers to produce and/or publish a prospectus pursuant to the
Prospectus Directive, including Article 3 thereof, as so implemented, or supplement a prospectus pursuant to Article
16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any of the Initial
Purchasers have authorized, nor do they authorize, the making of any offer of the Notes in circumstances in which
an obligation arises for the Issuer or any of the Initial Purchasers to produce and/or publish or supplement a
prospectus for such offer.
For the purposes of the above, the expression "Prospectus Directive" means Directive 2003/71/EC (as amended,
including by Directive 2010/73/EU), and includes any relevant implementing measure in each Relevant Member
State.
MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET
MARKET
Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect
of the Notes has led to the conclusion that: (i) the target market assessment for the Notes is eligible counterparties
and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II") and (ii) all
channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the target
market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining
appropriate distribution channels.
PROHIBITION OF SALES TO RETAIL INVESTORS IN THE EUROPEAN ECONOMIC AREA
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who
is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II); or (ii) a customer within
the meaning of Directive 2002/92/EC (as amended, the "Insurance Mediation Directive"), where that customer
would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified
investor as defined in the Directive 2003/71/EC (as amended, the "Prospectus Directive"). Consequently no key
information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for
offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared
and therefore offering or selling Notes or otherwise making them available to any retail investor in the EEA may be
unlawful under the PRIIPs Regulation.
NOTICE TO U.K. INVESTORS
This Offering Memorandum is not being distributed by, nor has it been approved for the purposes of section 21
of the Financial Services and Markets Act 2000, as amended (the "FSMA"), by, a person authorized under the
FSMA. In the United Kingdom, this Offering Memorandum is being distributed only to, and is directed only at,
persons (i) having professional experience in matters relating to investments (being investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended
(the "Order")), or (ii) falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations,
etc.") of the Order, or (iii) to whom it may otherwise lawfully be distributed in accordance with the Order (all such
persons together being referred to as "relevant persons"). This Offering Memorandum must not be acted or relied
upon by persons who are not relevant persons. Any investment or investment activity to which this Offering
Memorandum relates is available only to relevant persons and will be engaged in only with relevant persons.
NOTICE TO THE NETHERLANDS INVESTORS
The Notes are not and may not be offered in the Netherlands other than to persons or entities who or which are
qualified investors (gekwalificeerde beleggers) within the meaning of Section 1:1 of the Dutch Financial
iii

Supervision Act (Wet op het financieel toezicht) (which implements the definition of "qualified investors" in the
Prospectus Directive (Directive 2003/71/EC)).
No approved prospectus within the meaning of the Prospectus Directive is required to be made generally
available in connection with the offering of the Notes.
NOTICE TO SWITZERLAND INVESTORS
This Offering Memorandum is not intended to constitute an offer to purchase or invest in the Notes described
herein. The Notes may not be publicly offered, sold or advertised, directly or indirectly, in, into or from Switzerland
and will not be listed on the SIX Swiss Exchange or any other exchange or regulated trading facility in Switzerland.
Neither this Offering Memorandum nor any other offering or marketing material relating to the Notes constitutes a
prospectus as such term is understood pursuant to article 652a or article 1156 of the Swiss Code of Obligations or a
listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange or any other regulated trading
facility in Switzerland, and neither this Offering Memorandum nor any other offering or marketing material relating
to the Notes may be publicly distributed or otherwise made publicly available in Switzerland.
NOTICE TO HONG KONG INVESTORS
The Notes may not be offered or sold in Hong Kong by means of any document other than (i) to "professional
investors" as defined in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) and any rules
made thereunder; or (ii) in other circumstances which do not result in the document being a "prospectus" as defined
in the Companies Ordinance (Cap. 32 of the Laws of Hong Kong) or which do not constitute an offer to the public
within the meaning of that Ordinance. No advertisement, invitation or document relating to the Notes may be issued
or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or
elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong
Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to Notes which are or are
intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the
meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.
NOTICE TO SINGAPORE INVESTORS
This Offering Memorandum has not been registered as a prospectus with the Monetary Authority of Singapore.
Accordingly, this Offering Memorandum and any other document or material in connection with the offer or sale, or
invitation for subscription or purchase, of the Notes may not be circulated or distributed, nor may the Notes be
offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to
persons in Singapore other than (i) to an institutional investor pursuant to Section 274 of the Securities and Futures
Act, Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person under Section 275(1) of the SFA, or any person
pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA,
or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is: (a) a
corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is
to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an
accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold
investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of
that corporation or the beneficiaries' rights and interest in that trust shall not be transferable for 6 months after that
corporation or that trust has acquired the Notes under Section 275 of the SFA except: (l) to an institutional investor
under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1) of the SFA and
Section 275(1A) of the SFA, respectively, and in accordance with the conditions specified in Section 275 of the
SFA; (2) where no consideration is given for the transfer; (3) where the transfer is by operation of law; or (4)
pursuant to Section 276(7) of the SFA.
iv

OVERVIEW
This overview does not contain all of the information that is important to you. You should read carefully the
entire Offering Memorandum and the documents incorporated by reference herein, for more information on this
offering and Syngenta.
The Guarantor
Syngenta AG was incorporated on November 12, 1999 as a corporation (Aktiengesellschaft) under the laws of
Switzerland. Syngenta AG is the holding company for a group of over 100 subsidiaries and employs over 27,000
employees. Syngenta is a world leading agribusiness operating in the crop protection and seeds business, which is
involved in the discovery, development, manufacture and marketing of a range of products designed to improve
crop yields and food quality, and in the lawn and garden business, which provides professional growers and
consumers with flowers, turf and landscape, and professional pest management products.
Syngenta AG is headquartered in Basel, Switzerland. Novartis AG and AstraZeneca PLC in November 2000
agreed to spin off and merge the Novartis crop protection and seeds businesses with the AstraZeneca agrochemicals
business to create Syngenta as a dedicated agribusiness company whose shares were then the subject of a global
offering.
On February 2, 2016, Syngenta AG entered into a definitive agreement (the "Transaction Agreement") with
China National Chemical Corporation ("ChemChina") and China National Agrochemical Corporation, pursuant to
which ChemChina agreed to cause a newly-incorporated company that is directly or indirectly controlled by
ChemChina, CNAC Saturn (NL) B.V. ("CNAC"), to submit a tender offer for all publicly held ordinary shares of
Syngenta AG and American Depositary Shares ("ADSs") of Syngenta AG issued by The Bank of New York Mellon
as depositary (the "ChemChina Tender Offer"). In accordance with the terms of the Transaction Agreement, which
was unanimously approved by Syngenta AG's Board of Directors, CNAC offered the shareholders of Syngenta AG
$465 per ordinary share, payable in cash, plus a special dividend of CHF 5 payable by Syngenta AG once the
ChemChina Tender Offer became unconditional and prior to its first settlement. On March 23, 2016, CNAC
launched the ChemChina Tender Offer. Following the second settlement of the ChemChina Tender Offer on June 7,
2017, CNAC had acquired 94.7% of Syngenta AG shares in aggregate. On July 13, 2017, following the purchase of
additional Syngenta AG shares, ChemChina announced that its ownership in Syngenta AG had exceeded 98% of
Syngenta AG's share capital.
As a consequence, ChemChina filed a petition with the Basel Appellate Court to cancel the remaining Syngenta
AG shares that were not held by ChemChina or any of its affiliates. Holders of these Syngenta AG shares received
the offer price of $465 per Syngenta AG share following completion of the court proceedings. On October 2, 2017,
Syngenta AG applied for the de-listing from the SIX Swiss Exchange of its shares and on December 21, 2017, the
request was approved by SIX Exchange Regulation. The last day of trading was January 5, 2018 and the effective
date of de-listing was January 8, 2018. On January 8, 2018, Syngenta AG filed for voluntary de-listing of its ADSs
from the New York Stock Exchange, which became effective on January 18, 2018. On January 19, 2018, Syngenta
AG filed for deregistration of its securities from the SEC, suspending its reporting obligations under the Exchange
Act.
On January 8, 2018, ChemChina issued a statement that Syngenta is a diversified and innovative global leader
in the agrochemical sector with a solid historical financial track record that is further supported by ChemChina's and
Syngenta's commitments to maintain Syngenta's investment grade rating. As such, ChemChina stated that it is and
remains fully supportive to Syngenta in order to achieve its strategic objectives and higher credit ratings in a timely
manner.
The Issuer
Syngenta Finance is a wholly owned subsidiary of Syngenta Treasury N.V., a public company with limited
liability incorporated under the laws of The Netherlands and registered with the trade register of the Chamber of
Commerce under number 37131821, which is a wholly owned subsidiary of Syngenta Participations AG, which is
itself a wholly owned subsidiary of Syngenta AG. Syngenta Finance was incorporated as a public company with
1

limited liability (naamloze vennootschap) under the laws of The Netherlands on March 20, 2007 with its corporate
seat in Amsterdam, The Netherlands. The Issuer is a financing vehicle for Syngenta AG. The Issuer has no
independent operations, other than borrowing, lending and raising funds, the proceeds of which are generally used to
finance one or more of the Syngenta AG subsidiaries.
Guarantees of the Notes
Syngenta AG will fully and unconditionally guarantee, as the Guarantor, the Notes that Syngenta Finance
issues. The Issuer is a 100% owned indirect finance subsidiary of the Guarantor and the Guarantor fully and
unconditionally guarantees the Notes issued by the Issuer as to payment of principal, premium, if any, interest and
any other amounts due. No other subsidiary of the Guarantor will guarantee the Notes. Subject to certain Dutch law
restrictions on payment of dividends, among other things, and potential negative tax consequences in Switzerland
(as set forth under "Use of Proceeds"), we are not aware of any significant restrictions on the ability of the
Guarantor to obtain funds from the Issuer or its other subsidiaries by dividend or loan, or any legal or economic
restrictions on the ability of the Issuer or the Guarantor's other subsidiaries to transfer funds to the Guarantor in the
form of cash dividends, loans or advances; provided, however, that the possibility of a Swiss corporation paying
dividends and making upstream loans is subject to general legal restrictions. There is no assurance that in the future
additional restrictions will not be adopted.
Recent Developments
Claims Relating to Syngenta's Commercialization of AGRISURE VIPTERA® (MIR162) and DURACADETM

On September 25, 2017, Syngenta entered into a settlement in principle to resolve all claims by U.S. producers,
grain-handling facilities and ethanol plants relating to its commercialization of AGRISURE VIPTERA® (MIR162)
and DURACADETM corn seed in the United States without having obtained import approval from China for those
products. On February 26, 2018, the parties executed a definitive agreement to reflect this settlement in principle.
The settlement agreement, which also covers the $217.7 million verdict on behalf of Kansas corn growers from June
2017, establishes a settlement fund of $1.5 billion, payable in installments, for eligible claimants who elect to be
bound by the settlement and a fund of $10 million for administrative costs. The settlement states that it does not
constitute any admission of liability or damages by Syngenta. The settlement of the producer cases does not cover
claims of individual grain exporter plaintiffs such as Cargill, Archer Daniels Midland ("ADM") or Louis Dreyfus. In
December 2017, ADM and Syngenta reached a settlement of their Viptera litigation. Syngenta intends to continue to
defend itself against the claims of other plaintiffs, including other individual grain exporters and putative class
actions brought by corn farmers in Canada. The outcome of each of these lawsuits is subject to uncertainty and
further claims may be made. For a description of such other claims see Note 20 to Syngenta's consolidated financial
statements on pages 53 to 57 of the 2017 Financial Report, incorporated by reference in this Offering Memorandum.
See "Risk Factors--Risks Relating to Syngenta's Business--Adverse outcomes in legal proceedings could subject
Syngenta to substantial damages and adversely affect Syngenta's results of operation and profitability."
Acquisition of Nidera Seeds and Entry into Acquisition Facility
On November 6, 2017, Syngenta AG and COFCO International Ltd ("COFCO") announced that Syngenta AG
had entered into a binding agreement to acquire the global seeds business of Nidera, from Nidera B.V., a subsidiary
of COFCO, for $1.4 billion on a cash-free, debt-free basis, subject to a final purchase price adjustment. The
acquisition was completed on February 6, 2018. We believe the acquisition of Nidera will strengthen our position in
the Latin American market and bring more innovation to growers in Latin America.
Syngenta funded the purchase price by borrowing under a bridge facility (the "Bridge Facility") that Syngenta
Crop Protection AG, as borrower, has entered into with UBS Limited and UniCredit Bank AG in connection with
the acquisition and through available cash. The borrower's obligations under the Bridge Facility were guaranteed by
Syngenta AG, Syngenta Finance AG, Syngenta Finance N.V., Syngenta Wilmington Inc., Syngenta Crop Protection
AG and Syngenta Corporation. The Bridge Facility provided, subject to its terms and conditions set forth therein, for
borrowing up to $1.25 billion. On March 29, 2018, the Bridge Facility was repaid in full.
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ChemChina Capital Injection into Syngenta AG's Parent Company, CNAC
Syngenta understands that ChemChina, through its subsidiary CNAC (HK) Finbridge Company Limited,
subscribed for a perpetual bond amounting to $2 billion issued by CNAC in two tranches ($1.9 billion on December
29, 2017 and $100 million on January 3, 2018) (the "CNAC Perpetual Bond"). The CNAC Perpetual Bond is junior
and subordinated in right of payment to the prior payment in full of all existing and future indebtedness of CNAC.
The proceeds have been used in full to partially repay amounts drawn under CNAC's Facilities Agreement, dated as
of March 7, 2016, by and among CNAC, Century (LUX) S.à r.l., CNAC, HSBC Bank plc, as facility agent, HSBC
Corporate Trustee Company (UK) Limited, as security agent, HSBC Bank plc, as global coordinator, Credit Suisse
AG, Credit Suisse AG, London Branch, HSBC Bank plc, The Hongkong and Shanghai Banking Corporation
Limited, Coöperatieve Rabobank U.A., trading as Rabobank London, Coöperatieve Rabobank U.A., Hong Kong
Branch, UniCredit Bank AG and UniCredit S.p.A., as mandated lead arrangers, and the lenders party thereto from
time to time (the "CNAC Facilities Agreement"), entered into in connection with CNAC's acquisition of Syngenta
AG's ordinary shares. Neither Syngenta AG nor its subsidiaries are party to the CNAC Facilities Agreement or
provide a guarantee of the CNAC Perpetual Bond.
Disposal of Remedy Assets in Relation to ChemChina Acquisition
On March 16, 2018, Syngenta announced the completion of the sale of a portfolio of Syngenta and Adama
Agricultural Solutions Ltd ("Adama") crop protection products to Nufarm Limited ("Nufarm"). The transaction,
valued at $490 million, was completed on March 16, 2018. The transaction was carried out in accordance with the
commitments given to the European Commission relating to ChemChina's acquisition of Syngenta. The combined
portfolio of products divested includes off-patent crop protection formulations in the herbicides, fungicides,
insecticides and other categories in the EEA as well as inventory.
Agreement to Acquire Strider
On March 26, 2018, Syngenta Proteção de Cultivos Ltda, a subsidiary of Syngenta AG, entered into an
agreement to purchase the quotas of Strider Desenvolvimento de Software Ltda. Strider is an important participant
in the Latin American digital agriculture market. Strider develops and markets technological tools and digital farm
management solutions for the agriculture industry. Closing of the transaction is conditioned upon receipt of
regulatory clearance from the relevant merger control authorities.
Changes in Management Team
As announced on April 17, 2018, Christoph Mäder, Global Head of Legal & Taxes and a member of the
Syngenta AG Executive Team since the formation of the company in 2000, has elected to step down and retire from
Syngenta at the end of July 2018. Stephen Landsman, who joined Syngenta in early 2017 as Global Head of Mergers
& Acquisitions, will succeed Christoph as Group General Counsel and join the Syngenta AG Executive Team.
Tobias Meili, Syngenta Head Corporate Legal Affairs, will assume the role of Secretary to the Syngenta AG Board
of Directors. These appointments are effective May 1, 2018.

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