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Bayer Annual Report 2020 Independent Auditor’s Report 251 Key Audit Matters in the Audit of the Consolidated Financial Statements Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the financial year from January 1 to December 31, 2020. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and in forming our audit opinion thereon; we do not provide a separate audit opinion on these matters. In the following, we present the key audit matters we have determined in the course of our audit: 1. impairment of goodwill and other intangible assets, 2. depiction of risks arising from product-related legal disputes and arbitration proceedings, and 3. depiction of restructuring matters. Our presentation of these key audit matters has been structured as follows: a) description (including reference to corresponding information in the consolidated financial statements), and b) auditor’s response. 1. Impairment of goodwill and other intangible assets a) In the consolidated financial statements, an amount of mEUR 36,080 (31% of the Group’s total assets) is reported under the item of the statement of financial position “goodwill”. “Other intangible assets” also include patents and technologies of mEUR 12,708 (11% of the Group’s total assets), trademark rights of mEUR 6,292 (5% of the Group’s total assets) and research and development projects of mEUR 4,389 (4% of the Group’s total assets). The Company allocates the goodwill to the reporting segments within the Bayer Group. Regular impairment testing for goodwill and R&D projects as well as impairment testing for other intangible assets is carried out as appropriate, comparing the respective carrying amounts with their respective recoverable amounts. In principle, the recoverable amount is determined on the basis of the fair value less costs to sell. The present value of future cash flows is used as a basis, since in general, no market values are available for the individual strategic business entities. The present value is calculated using discounted cash flow models based on the Bayer Group’s medium-term planning prepared by the executive directors and extrapolated using assump- tions for long-term growth rates. Discounting is based on the weighted average cost of capital of the reporting segments concerned. The result of this valuation depends to a large extent on the estimates by the executive directors of the future cash flows of the strategic business entity concerned and the discount rate used, and is therefore subject to significant uncertainty. In the light of this, and owing to the underlying complexity of the valuation models, this issue was of particular importance within the framework of our audit. The disclosures provided by the executive directors on goodwill and the other intangible assets are contained in sections 3 and 14 of the notes to the consolidated financial statements. b) In our audit, among other things, we reconstructed the methodology used to perform the impairment tests and assessed the calculation of the weighted cost of capital. We convinced ourselves of the appropriateness of the future cash inflows used in the valuation, among other things by recording and critically assessing the underlying planning process. In addition, we assessed appropriateness of the future cash flows used in the valuation, in particular by comparing this information with the Company’s medium-term planning and by consulting on selected planning assumptions with general and industry- specific market expectations. For this, we also convinced ourselves that the cost of the group functions included in the Enabling Functions and Consolidation segment of segment reporting were appropriately taken into account in the impairment test of the reportable strategic business entity concerned. We intensively studied the parameters used to determine the discount rate applied and assessed the completeness and correctness of the calculation scheme. Owing to the material signifi- cance of goodwill, we further performed additional sensitivity analyses of our own for the reportable segments (carrying amount in comparison with the recoverable amount).  

Bayer Annual Report 2020 Independent Auditor’s Report 252 2. Depiction of risks arising from product-related legal disputes and arbitration proceedings a) Bayer Group companies are involved in legal and out-of-court proceedings with public authorities, competitors and other parties. These give rise to legal risks, in particular in the areas of product liability, competition and anti-trust law, patent law, tax law, and environmental protection. Among other cases, lawsuits seeking compensatory and punitive damages have been served upon Bayer’s subsidiary Monsanto Company, St. Louis/U.S.A., (Monsanto) in the United States. In this series of litigations, plaintiffs allege personal injuries resulting from exposure to glyphosate-based products manufactured by Monsanto. In addition, lawsuits from users of Essure™ have been served upon Bayer primarily in the United States. Essure™ is a medical device offering permanent birth con- trol with a nonsurgical procedure. Plaintiffs assert personal injuries in connection with Essure™ and seek compensation for damages and punitive damages. Monsanto has been named in lawsuits brought by various governmental entities in the United States claiming that Monsanto and its prede- cessor companies, collectively as a manufacturer of PCBs, should be responsible for a variety of dam- ages due to PCBs in the environment, including bodies of water. Monsanto also faces lawsuits claim- ing personal injury and/or property damage due to use of and exposure to PCB products. Lawsuits seeking compensatory and punitive damages have also been served upon Monsanto in the series of dicamba litigations in the United States. Plaintiffs claim that Monsanto’s herbicide Xtendimax™ as well as other products containing dicamba, applied over dicamba-tolerant Xtend crops, caused crop damage from off-target movements. In the above series of litigations, Bayer has concluded settlement agreements each covering varying scopes with some of the plaintiffs or plaintiff law firms in the past financial year to resolve part of the litigations concerned. Some of these agreements are subject to court approval before entering into force. In September 2019, Bayer was additionally served with an arbitration claim in which BASF SE seeks damages under the purchase agreements signed in 2017 and 2018 under which BASF had acquired certain businesses of Bayer’s Crop Science Division. Whether and to what extent one or several of the present legal disputes make the recognition of a provision to cover the risk necessary is determined to a large extent by estimates and discretionary assumptions by the executive directors. Against this background and due to the amount of the claims asserted, the above-mentioned product-related disputes of the Bayer Group were, in our opinion, of particular significance for the audit. The information and explanations provided by the legal executives on the legal disputes mentioned are contained in section 30 of the notes to the consolidated financial statements. b) During our audit, we assessed, among other things, the process established by the Company to recognize and assess the outcome of the judicial and out-of-court proceedings and the appropriate presentation of a legal dispute in the statement of financial position. In addition, we held regular discussions throughout the year with the Company’s internal legal department in order to have the current developments and reasons that led to the corresponding estimates regarding the expected outcome of the proceedings explained to us. We critically examined and assessed the explanations and the information and evidence received in each case. This was particularly true of the mediation process in connection with the legal cases involving products containing glyphosate and of the settlement agreements in connection with the major litigations in the financial year. We also checked the recognition and the measurement of the relevant provisions for these by performing sample-based comparisons with the underlying settlement agreements. The evolution of material legal disputes, including the estimates by the executive directors with regard to the possible outcome of proceedings, was made available to us in writing by the Company. As of the balance sheet date, we also obtained external attorney confirmations, which we compared with the risk assessment made by the executive directors regarding the product-related disputes and arbitration proceedings listed under “Description of the facts” and critically assessed. Taking these estimates into account, we also critically assessed the assumptions underlying the provisions for expected defense costs and checked the amount of the provisions for plausibility on the basis of experience from similar proceedings in the past and on other evidence.  

Bayer Annual Report 2020 Independent Auditor’s Report 253 3. Depiction of restructuring matters a) At the end of 2018, the executive directors of Bayer Aktiengesellschaft announced a comprehensive restructuring program for the entire Group. The program essentially involves the cutback of up to 12,000 jobs in the next three financial years. A not inconsiderable part of the job cuts is attributable to Germany, where redundancies for operational reasons are excluded until 2025 owing to works agreements. Following initial discussions with the employee committees and with the employees of the divisions concerned in the prior years, almost all employees of the divisions concerned were finally identified and informed in the reporting period, and appropriate termination agreements have already been signed with them. In addition, Bayer Aktiengesellschaft announced another restructuring pro- gram in late September 2020 that is to generate group-wide savings of up to bEUR 1.5 by 2024. As a consequence, further redundancies in Germany are likely. As of December 31, 2020, a provision in the amount of mEUR 980 was reported for the severance payment obligations specified by the end of the financial year. In our view, this matter was of particular importance for our audit, as the recognition and measurement of the provision are to a large extent based on discretionary estimates and assump- tions made by the executive directors.  The information provided by the legal executives on the restructuring provision is contained in section 23 of the notes to the consolidated financial statements. b) We investigated whether a restructuring provision that is in accordance with the definition in IAS 37.10 has been recognized. To this end, we verified compliance with the general recognition and measure- ment requirements for provisions, including the criteria of IAS 37.70 et seq. that further specify these requirements and – insofar as provisions for employee benefits in connection with the termination of employment are involved – with the relevant provisions of IAS 19. For this purpose, we verified the corresponding evidence and calculation documents of the executive directors. We critically assessed and verified the plausibility of the executive directors’ estimates and assumptions on which the evi- dence and calculation principles are based as to the extent to which the recognition and the measure- ment of the provisions are appropriate. In particular in respect of the new restructuring program announced in September 2020, we evaluated evidence (resolutions, minutes, presentations) on the implementation status and the negotiations with employees and employee representatives for the purpose of assessing the recognition criteria, mainly as to whether the employees were sufficiently informed thereby in concrete terms about the restructuring program and individual components of the planned restructuring measures in the financial year 2020. For the severance agreements already concluded with employees by the end of the reporting period in relation to the first restructuring program implemented in 2018, we examined whether the provisions set up for this purpose result from the underlying contractual agreements. Where individual severance agreements have not yet been concluded, in order to check the plausibility of the amount of the provisions, we have, among other things, analyzed the restructuring programs developed in the personnel departments for job cuts with regard to the assumptions made regarding the scope and amount of the severance offers to employees and the expected acceptance rates – also on the basis of experience to date and/or de facto contracting – and discussed them with the persons responsible in the personnel departments. We also examined the disclosures in the notes to the consolidated financial statements relating to the restructuring measures in the light of the relevant requirements of IAS 37.  

Bayer Annual Report 2020 Independent Auditor’s Report 254 Other Information The executive directors and the supervisory board are responsible for the other information. The other information comprises: // the Chairman’s Letter, the report of the supervisory board, // the unaudited content of those parts of the combined management report specified in the appendix to the auditor’s report, // the executive directors’ confirmation pursuant to Section 297 (2) sentence 4 and Section 315 (1) sentence 5 HGB, respectively, regarding the consolidated financial statements and the combined management report, and // all the remaining parts of the annual report, // but not the consolidated financial statements, not the audited content of the combined management report and not our auditor’s report thereon. The supervisory board is responsible for the report of the supervisory board. The executive directors and the supervisory board as well are responsible for the declaration according to Section 161 German Stock Corporation Act (AktG), which is part of the corporate governance statement included in section “Corporate Governance Report” of the combined management report. Apart from that the executive directors are responsible for the other information. Our audit opinions on the consolidated financial statements and on the combined management report do not cover the other information, and consequently we do not express an audit opinion or any other form of assurance conclusion thereon. In connection with our group audit, our responsibility is to read the other information and, in so doing, to consider whether the other information // is materially inconsistent with the consolidated financial statements, with the combined management report or our knowledge obtained in the audit, or // otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the Executive Directors and the Supervisory Board for the Consolidated Financial Statements and the Combined Management Report The executive directors are responsible for the preparation of the consolidated financial statements that comply, in all material respects, with IFRS as adopted by the EU and the additional requirements of German commercial law pursuant to Section 315e (1) HGB, and that the consolidated financial statements, in compliance with these requirements, give a true and fair view of the assets, liabilities, financial position and financial performance of the Group. In addition, the executive directors are responsible for such internal control as they have determined necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, the executive directors are responsible for assessing the Group’s ability to continue as a going concern. They also have the responsibility for disclosing, as applicable, matters related to going concern. In addition, they are responsible for financial reporting based on the going concern basis of accounting unless there is an intention to liquidate the Group or to cease operations, or there is no realistic alternative but to do so.  

Bayer Annual Report 2020 Independent Auditor’s Report 255 Furthermore, the executive directors are responsible for the preparation of the combined management report that as a whole provides an appropriate view of the Group’s position and is, in all material respects, consistent with the consolidated financial statements, complies with German legal requirements, and appropriately presents the opportunities and risks of future development. In addition, the executive directors are responsible for such arrangements and measures (systems) as they have considered neces- sary to enable the preparation of a combined management report that is in accordance with the applicable German legal requirements, and to be able to provide sufficient appropriate evidence for the assertions in the combined management report. The supervisory board is responsible for overseeing the Group’s financial reporting process for the preparation of the consolidated financial statements and of the combined management report. Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements and of the Combined Management Report Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and whether the combined management report as a whole provides an appropriate view of the Group’s position and, in all material respects, is consistent with the consolidated financial statements and the knowledge obtained in the audit, complies with the German legal requirements and appropriately presents the opportunities and risks of future development, as well as to issue an auditor’s report that includes our audit opinions on the consolidated financial statements and on the combined management report. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Section 317 HGB and the EU Audit Regulation and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer (IDW) and in supplementary compliance with the ISA will always detect a material misstatement. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements and this combined management report. We exercise professional judgment and maintain professional skepticism throughout the audit. We also // identify and assess the risks of material misstatement of the consolidated financial statements and of the combined management report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our audit opinions. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. // obtain an understanding of internal control relevant to the audit of the consolidated financial statements and of arrangements and measures relevant to the audit of the combined management report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an audit opinion on the effectiveness of these systems. // evaluate the appropriateness of accounting policies used by the executive directors and the reasonableness of estimates made by the executive directors and related disclosures. // conclude on the appropriateness of the executive directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditor’s report to the related disclosures in the consolidated financial statements and in the combined management report or, if such disclosures are inadequate, to modify our respective audit opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to be able to continue as a going concern.  

Bayer Annual Report 2020 Independent Auditor’s Report 256 // evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements present the underlying transactions and events in a manner that the consolidated financial statements give a true and fair view of the assets, liabilities, financial position and financial performance of the Group in compliance with IFRS as adopted by the EU and with the additional requirements of German commercial law pursuant to Section 315e (1) HGB. // obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express audit opinions on the consolidated financial statements and on the combined management report. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinions. // evaluate the consistency of the combined management report with the consolidated financial statements, its conformity with German law, and the view of the Group’s position it provides. // perform audit procedures on the prospective information presented by the executive directors in the combined management report. On the basis of sufficient appropriate audit evidence we evaluate, in particular, the significant assumptions used by the executive directors as a basis for the prospective information, and evaluate the proper derivation of the prospective information from these assumptions. We do not express a separate audit opinion on the prospective information and on the assumptions used as a basis. There is a substantial unavoidable risk that future events will differ materially from the prospective information. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with the relevant independence requirements, and communicate with them all relationships and other matters that may rea- sonably be thought to bear on our independence, and where applicable, the related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter.  

Bayer Annual Report 2020 Independent Auditor’s Report 257 OTHER LEGAL AND REGULATORY REQUIREMENTS Report on the Audit of the Electronic Files of the Consolidated Financial Statements and of the Combined Management Report prepared for Publication pursuant to Section 317 (3b) HGB Audit Opinion In accordance with Section 317 (3b) HGB, we have assessed with reasonable assurance whether the electronic files of the consolidated financial statements and of the combined management report (hereafter referred to as “ESEF files”) prepared for publication, contained in the accompanying file, which has the SHA-256 value A9F85C91BC17F0CAB84C8C5CA616047CDF56C71E1944D8BFEA518CC52CDB325A, meet, in all material respects, the requirements concerning the electronic reporting format (“ESEF format”) pursuant to Section 328 (1) HGB. In accordance with the German legal requirements, this audit only covers the transfer of the consolidated financial statements’ and the combined management report’s information into the ESEF format, and therefore covers neither the information contained in these electronic files nor any other information contained in the file stated above. In our opinion, the electronic files of the consolidated financial statements and of the combined manage- ment report prepared for publication contained in the accompanying file stated above meet, in all material respects, the requirements concerning the electronic reporting format pursuant to Section 328 (1) HGB. Beyond this audit opinion and our audit opinions on the accompanying consolidated financial statements and on the accompanying combined management report for the financial year from January 1 to Decem- ber 31, 2020 contained in the above “Report on the Audit of the Consolidated Financial Statements and of the Combined Management Report”, we do not express any audit opinion on the information contained in these electronic files and on any other information contained in the file stated above. Basis for the Audit Opinion We conducted our audit of the electronic files of the consolidated financial statements and of the combined management report contained in the accompanying file stated above in accordance with Section 317 (3b) HGB and on the basis of the IDW Draft Auditing Standard: Audit of the Electronic Files of the Annual Financial Statements and of the Management Report prepared for Publication pursuant to Section 317 (3b) HGB (IDW Draft AuS 410) and the International Standard on Assurance Engagements 3000 (Revised). Our responsibilities in this context are further described in the “Auditor’s Responsibilities for the Audit of the ESEF Files” section. Our audit firm has applied the Quality Assurance Standard: Quality Assurance Requirements in Audit Practices (IDW QS 1) promulgated by the Institut der Wirtschaftsprüfer (IDW). Responsibilities of the Executive Directors and the Supervisory Board for the ESEF Files The executive directors of the parent are responsible for the preparation of the ESEF files based on the electronic files of the consolidated financial statements and of the combined management report according to Section 328 (1) sentence 4 no. 1 HGB and for the tagging of the consolidated financial statements according to Section 328 (1) sentence 4 no. 2 HGB. In addition, the executive directors of the parent are responsible for such internal control as they have determined necessary to enable the preparation of ESEF files that are free from material violations against the requirements concerning the electronic reporting format pursuant to Section 328 (1) HGB, whether due to fraud or error. The executive directors of the parent are also responsible for the submission of the ESEF files together with the auditor’s report and the accompanying audited consolidated financial statements and the audited combined management report as well as other documents to be filed with the publisher of the Federal Gazette. The supervisory board is responsible for overseeing the preparation of the ESEF files as part of the finan- cial reporting process.  

Bayer Annual Report 2020 Independent Auditor’s Report 258 Group Auditor’s Responsibilities for the Audit of the ESEF Files Our objectives are to obtain reasonable assurance about whether the ESEF files are free from material irregularities, whether due to fraud or error, in relation to the requirements pursuant to Section 328 (1) HGB. We exercise professional judgment and maintain professional skepticism throughout the audit. We also // identify and assess the risks of material violations against the requirements pursuant to Section 328 (1) HGB, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our audit opinion. // obtain an understanding of internal control relevant to the audit of the ESEF files in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an audit opinion on the effectiveness of these controls. // assess the technical validity of the ESEF files, i.e. whether the file containing the ESEF files meets the requirements of the Delegated Regulation (EU) 2019/815 in the version applicable as of the balance sheet date as to the technical specification of this file. // evaluate whether the ESEF files enable a XHTML copy of the audited consolidated financial statements and of the audited combined management report whose content is identical with these documents. // evaluate whether the ESEF files have been tagged using inline XBRL technology (iXBRL) in a way that enables an appropriate and complete machine-readable XBRL copy of the XHTML copy. Further Information Pursuant to Article 10 of the EU Audit Regulation We were elected as group auditor by the stockholders’ meeting on April 28, 2020. We were engaged by the supervisory board on May 3, 2020. We have been the group auditor of Bayer Aktiengesellschaft, Leverkusen/Germany, without interruption since the financial year 2017. We declare that the audit opinions expressed in this auditor’s report are consistent with the additional report to the audit committee pursuant to Article 11 of the EU Audit Regulation (long-form audit report). GERMAN PUBLIC AUDITOR RESPONSIBLE FOR THE ENGAGEMENT The German Public Auditor responsible for the engagement is Prof. Dr. Frank Beine. Munich/Germany, February 18, 2021 Deloitte GmbH Wirtschaftsprüfungsgesellschaft Prof. Dr. Frank Beine Michael Mehren Wirtschaftsprüfer Wirtschaftsprüfer (German Public Auditor) (German Public Auditor) Appendix to the Auditor’s Report: Parts of the Combined Management Report Whose Contents are Unaudited We have not audited the content of the following parts of the combined management report: // the statement on corporate governance pursuant to Section 289f and Section 315d HGB included in section 4.1 of the combined management report, // table A 1.2.1/2 “Non-financial Group targets through 2030” and the indents regarding the non-financial targets of the Group below, and // the information given on scope 3 emissions in table A 1.7/1.  

Bayer Annual Report 2020 Limited Assurance Report of the Independent Practitioner Regarding Sustainability 259 Information contained in the Combined Management Report Limited Assurance Report of the Independent Practitioner Regarding Sustainability Information contained in the Combined Management Report To Bayer Aktiengesellschaft, Leverkusen/Germany Engagement As requested, we have performed a limited assurance engagement on the following sections of the combined management report 2020 of Bayer Aktiengesellschaft, Leverkusen/Germany, for the period from January 1 to December 31, 2020: table A 1.2.1/2 “Nonfinancial Group Targets Throughout 2030” and the following text passages marked with dotted lines describing the non-financial group targets and the information on scope 3 emissions as presented in table A 1.7/1 “Greenhouse Gas Emissions” (hereafter referred to as: “information”). This engagement has been performed in connection with our limited assurance engagement on the sustainability report 2020 of Bayer Aktiengesellschaft, as well as the other non-financial information contained in the combined management report 2020 of Bayer Aktiengesellschaft. Our engagement does not include links to web pages of the Group, interviews and personal state- ments. Responsibilities of the Executive Directors The executive directors of Bayer Aktiengesellschaft are responsible for the preparation of the information in accordance with the principles stated in the Sustainability Reporting Standards of the Global Reporting Initiative (hereafter referred to as “GRI Principles”) and the method papers developed by Bayer. These responsibilities of the executive directors of the Company include the selection and application of appropriate methods for the reporting and the use of assumptions and estimates for individual disclosures which are reasonable under the given circumstances. In addition, the executive directors are responsible for such internal control as they have determined necessary to enable the preparation of information that is free from material misstatement, whether due to fraud or error. The accuracy and completeness of environmental data is subject to inherent boundaries, which result from the nature and type of data collection, data aggregation and respective necessary assumptions. Responsibilities of the Independent Practitioner Our responsibility is to express a conclusion on the information based on our work performed within our limited assurance engagement. We are independent of Bayer Aktiengesellschaft in accordance with the requirements of German commer- cial and professional law, and we have fulfilled our other professional responsibilities in accordance with these requirements. Our audit firm applies the German national legal requirements and the German professional pronounce- ments on quality control, in particular the Professional Charter for German Public Auditors and German Sworn Auditors (Berufssatzung für Wirtschaftsprüfer und vereidigte Buchprüfer) as well as the Quality Assurance Standard: Quality Assurance Requirements in Audit Practices (IDW QS 1) promulgated by the Institut der Wirtschaftsprüfer (IDW), which comply with the International Standard on Quality Control 1 (ISQC 1) issued by the International Auditing and Assurance Standards Board (IAASB).  

Bayer Annual Report 2020 Limited Assurance Report of the Independent Practitioner Regarding Sustainability 260 Information contained in the Combined Management Report We conducted our work in accordance with the International Standard on Assurance Engagements 3000 (Revised): Assurance Engagements Other than Audits or Reviews of Historical Financial Information (ISAE 3000 (Revised)), issued by the IAASB. This standard requires that we plan and perform the assurance and engagement so that we can conclude with limited assurance that no matters have come to our attention to cause us to believe that the denoted sustainability information contained in the management report of Bayer Aktiengesellschaft for the period from January 1 to December 31, 2020 have not been prepared, in all material respects, in accordance with the GRI Standards. The procedures performed in a limited assurance engagement are less in extent than for a reasonable assurance engagement; consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had a reasonable assurance engagement been performed. The choice of assurance work is subject to the practitioner’s professional judgment. Within the scope of our limited assurance engagement, which we performed between October 2020 and February 2021, we notably performed the following procedures and activities: // Gaining an understanding of the structure of the sustainability organization and of the stakeholder engagement // Procedures to validate the processes and data for the non-financial group targets of the Company in accordance with the GRI Principles and the respective method papers developed by Bayer // Decentralized site visits to assess the data underlying the information // Inquiries of relevant personnel involved in the preparation of the information about the preparation process and about the internal control relating to this process // Identification of potential risks of material misstatements // Analytical evaluation of the information // Assessment of the presentation of the information Practitioner’s Conclusion Based on the work performed and the evidence obtained, nothing has come to our attention that causes us to believe that the denoted information contained in the management report 2020 of Bayer Aktiengesellschaft for the period from January 1 to December 31, 2020 has not been prepared, in all material respects, in accordance with the Principles as well as the method papers developed by Bayer. Our conclusion does not include links to web pages of the Group, interviews and personal statements. Purpose of the Assurance Report We issue this report as stipulated in the engagement letter agreed with Bayer Aktiengesellschaft. The limited assurance engagement has been performed for the purposes of Bayer Aktiengesellschaft and the report is solely intended to inform Bayer Aktiengesellschaft about the result of the assurance engagement. Liability This report is not intended to be used by third parties as a basis for making (financial) decisions. We are liable solely to Bayer Aktiengesellschaft and our liability is also governed by the engagement letter “STATEMENT OF WORK between Bayer Aktiengesellschaft and Deloitte GmbH Wirtschaftsprüfungsgesell- schaft for the Bayer Nonfinancial Group Targets Throughout 2030 and Scope 3 emissions as part of the Bayer management report 2020” agreed with Bayer Aktiengesellschaft as well as the “General Engage- ment Terms for Wirtschaftsprüfer und Wirtschaftsprüfungsgesellschaften (German Public Auditors and Public Audit Firms)” promulgated by the Institut der Wirtschaftsprüfer (IDW) in the version dated January 1, 2017. We assume no responsibility with regard to any third parties. Munich/Germany, February 18, 2021 Deloitte GmbH Wirtschaftsprüfungsgesellschaft Prof. Dr. Frank Beine Sebastian Dingel Wirtschaftsprüfer (German Public Auditor)  

Bayer Annual Report 2020 C Further Information 261 Governance Bodies Further Information Governance Bodies Supervisory Board Members of the Supervisory Board held offices as members of the supervisory board or a comparable supervising body of the corporations listed (as at December 31, 2020, or the date on which they ceased to be members of the Supervisory Board of Bayer AG) and as shown attended the meetings of the Supervisory Board and committees to which he or she belonged. Prof. Dr. Norbert Winkeljohann Memberships in comparable Memberships in comparable Horst Baier* Osnabrück, Germany supervising bodies of German or supervising bodies of German or Hanover, Germany (born November 5, 1957) foreign corporations: foreign corporations: (born October 20, 1956) Chairman of the Supervisory Board • Henkel AG & Co. KGaA effective April 2020 • Henkel AG & Co. KGaA Member of the Supervisory Board Member of the Supervisory Board (Shareholders’ Committee) (Shareholders’ Committee) effective April 2020 effective May 2018 Attendance at Supervisory Board Independent management and committee meetings: 8 of 8 Attendance at Supervisory Board Independent consultant consultant and committee meetings: 15 of 16 Memberships on other supervisory Oliver Zühlke Memberships in comparable boards: Solingen, Germany Dr. rer. nat. Simone Bagel-Trah supervising bodies of German or • Bohnenkamp AG (Chairman) (born December 11, 1968) Düsseldorf, Germany foreign corporations: Vice Chairman of the Supervisory (born January 10, 1969) (effective April 2020) Board effective July 2015 • DIAKOVERE gGmbH • Deutsche Bank AG Member of the Supervisory Board Member of the Supervisory Board • Georgsmarienhütte Holding effective April 2007 effective April 2014 • Ecclesia Holding GmbH Chairman of the Bayer Central GmbH Works Council Chairwoman of the Supervisory • Whitbread PLC • heristo aktiengesellschaft Attendance at Supervisory Board Board of Henkel AG & Co. KGaA (Board of Directors) and committee meetings: 15 of 19 and Henkel Management AG (Chairman) (until January 2021) and of the Shareholders’ Commit- Attendance at Supervisory Board • Sievert AG (Chairman) Dr. Paul Achleitner tee of Henkel AG & Co. KGaA and committee meetings: 12 of 12 Attendance at Supervisory Board Munich, Germany and committee meetings: 19 of 19 (born September 28, 1956) Memberships on other Dr. Norbert W. Bischofberger Member of the Supervisory Board supervisory boards: Hillsborough, U.S.A. Werner Wenning effective April 2002 (born January 10, 1956) Leverkusen, Germany Chairman of the Supervisory Board • Henkel AG & Co. KGaA (born October 21, 1946) of Deutsche Bank AG (Chairwoman) Member of the Supervisory Board Chairman of the Supervisory Board Memberships on other supervisory effective April 2017 until April 2020 boards: • Henkel Management AG Chairman of the Supervisory Board • Daimler AG (until July 2020) (Chairwoman) President and Chief Executive of Bayer AG • Deutsche Bank AG (Chairman) Officer of Kronos Bio, Inc. Memberships on other • Heraeus Holding GmbH supervisory boards: Memberships in comparable • Henkel Management AG Memberships in comparable supervising bodies of German or • Siemens AG (Vice Chairman) supervising bodies of German or foreign corporations: foreign corporations: • InCarda Therapeutics, Inc. • Henkel AG & Co. KGaA (Board of Directors) (Shareholders’ Committee, (until February 2020) Chairwoman) • Kronos Bio, Inc. Attendance at Supervisory Board (Board of Directors) and committee meetings: 10 of 10 • Morphic Therapeutic, Inc. (Board of Directors) Attendance at Supervisory Board and committee meetings: 13 of 13  

Bayer Annual Report 2020 C Further Information 262 Governance Bodies André van Broich Colleen A. Goggins Frank Löllgen Andrea Sacher Dormagen, Germany Princeton, U.S.A. Cologne, Germany Berlin, Germany (born June 19, 1970) (born September 9, 1954) (born June 14, 1961) (born May 8, 1981) Member of the Supervisory Board Member of the Supervisory Board Member of the Supervisory Board Member of the Supervisory Board effective April 2012 effective April 2017 effective November 2015 effective September 2020 Chairman of the Bayer Group Independent consultant North Rhine District Secretary of Vice Chairwoman of the Works Works Council Memberships in comparable the German Mining, Chemical and Council of the Berlin site Chairman of the Works Council supervising bodies of German or Energy Industrial Union Vice Chairwoman of the Bayer Cen- of the Dormagen site foreign corporations: Memberships on other supervisory tral Works Council Attendance at Supervisory Board • The Toronto-Dominion Bank boards: (effective December 2020) and committee meetings: 18 of 18 • Evonik Industries AG Attendance at Supervisory Board (Board of Directors) • IRR-Innovationsregion meetings: 6 of 6 Ertharin Cousin • IQVIA Holdings Inc. Chicago, U.S.A. Rheinisches Revier GmbH Sabine Schaab (born May 12, 1957) (Board of Directors) Attendance at Supervisory Board Mettmann, Germany Member of the Supervisory Board • SIG Combibloc Services AG and committee meetings: 6 of 14 (born June 25, 1966, effective October 2019 died August 4, 2020) Independent consultant (Board of Directors) Prof. Dr. Wolfgang Plischke Member of the Supervisory Board Memberships in comparable Attendance at Supervisory Board Aschau im Chiemgau, Germany until August 2020 supervising bodies of German or and committee meetings: 11 of 12 (born September 15, 1951) Vice Chairwoman of the Works foreign corporations: Council of the Elberfeld site • Camelot North America Robert Gundlach Member of the Supervisory Board Attendance at Supervisory Board Velten, Germany effective April 2016 and committee meetings: 4 of 5 (Board of Directors) (born November 23, 1957) Attendance at Supervisory Board Member of the Supervisory Board Independent consultant Michael Schmidt-Kießling meetings: 10 of 10 effective December 2019 Schwelm, Germany Chairman of the Works Council of Memberships on other supervisory (born March 24, 1959) Dr. Thomas Elsner the Berlin site boards: Member of the Supervisory Board Düsseldorf, Germany Attendance at Supervisory Board effective April 2012 (born April 24, 1958) and committee meetings: 10 of 10 • Evotec SE (Chairman) Chairman of the Works Council Member of the Supervisory Board of the Elberfeld site effective April 2017 Heike Hausfeld Attendance at Supervisory Board Attendance at Supervisory Board Chairman of the Bayer Group Leverkusen, Germany and committee meetings: 17 of 17 meetings: 10 of 10 Managerial Employees’ Committee (born September 19, 1965) Chairman of the Managerial Member of the Supervisory Board Petra Reinbold-Knape Prof. Dr. med. Dr. h.c. mult. Employees’ Committee of effective April 2017 Gladbeck, Germany Otmar D. Wiestler Bayer AG Leverkusen Chairwoman of the Works Council (born April 16, 1959) Berlin, Germany Attendance at Supervisory Board of the Leverkusen site (born November 6, 1956) and committee meetings: 16 of 16 Memberships on other supervisory Member of the Supervisory Board Member of the Supervisory Board boards: effective April 2012 effective October 2014 Johanna W. (Hanneke) Faber • Bayer Business Services GmbH President of the Hermann von Amstelveen, Netherlands Member of the Executive Helmholtz Association of German (born April 19, 1969) (Vice Chairwoman) Committee of the German Mining, Research Centres e.V. Member of the Supervisory Board (until July 2020) Chemical and Energy Industrial Attendance at Supervisory Board effective April 2016 Attendance at Supervisory Board Union and committee meetings: 13 of 13 President Foods & Refreshments at and committee meetings: 12 of 13 Unilever N.V. / plc Memberships on other supervisory * Expert member pursuant to Section Attendance at Supervisory Board Reiner Hoffmann boards: 100, Paragraph 5 of the German Stock meetings: 9 of 10 Wuppertal, Germany Corporation Act (AktG) (born May 30, 1955) • Covestro AG Member of the Supervisory Board (effective January 2020) effective October 2006 Chairman of the German Trade • Covestro Deutschland AG Union Confederation (effective January 2020 Attendance at Supervisory Board meetings: 10 of 10 • Lausitz Energie Bergbau AG (Vice Chairwoman) (until July 2020) • Lausitz Energie Kraftwerk AG (Vice Chairwoman) (until July 2020) Attendance at Supervisory Board and committee meetings: 15 of 15  

Bayer Annual Report 2020 C Further Information 263 Governance Bodies Standing committees of the Board of Management Supervisory Board of Bayer AG (as at December 31, 2020) Members of the Board of Management held offices as members of the supervisory board or a comparable supervising body of the corporations Presidial Committee /   listed (as at February 25, 2021, inclusion of newly appointed Board of Mediation Committee Management member due to appointment prior to the date the financial Winkeljohann (Chairman), statements were prepared): Achleitner, Reinbold-Knape, Zühlke Werner Baumann Stefan Oelrich (born October 6, 1962) (born June 1, 1968) Audit Committee Baier* (Chairman), Member of the Board of Member of the Board of Elsner, Löllgen, Plischke, Management effective Management effective Winkeljohann, Zühlke January 1, 2010, November 1, 2018, appointed until April 30, 2024 appointed until October 31, 2021 Human Resources Committee Winkeljohann (Chairman), Chairman Pharmaceuticals Achleitner, van Broich, Hausfeld Labor Director until • InforMed Data Systems Inc. Nomination Committee January 31, 2021 (Board of Directors) Winkeljohann (Chairman), Achleitner, Bagel-Trah, Goggins Liam Condon Heiko Schipper (born February 27, 1968) (born August 21, 1969) Innovation Committee Member of the Board of Plischke (Chairman), Management effective Member of the Board of Bischofberger, van Broich, January 1, 2016, Management effective Gundlach, Reinbold-Knape, appointed until December 31, 2023 March 1, 2018, Winkeljohann Wiestler, Zühlke Crop Science appointed until February 28, 2025 Glyphosate Litigation Committee Sarena Lin Consumer Health Winkeljohann (Chairman), (born January 9, 1971) Achleitner, Baier*, van Broich, Member of the Board of • Royal FrieslandCampina N.V. Elsner, Goggins, Reinbold-Knape, Management effective Zühlke February 1, 2021, appointed until January 31, 2024 Transformation and Talent Labor Director effective February 1, 2021 Wolfgang Nickl (born May 9, 1969) Member of the Board of Management effective April 26, 2018, appointed until April 25, 2025 Finance • Bayer Business Services GmbH (Chairman) (until July 2020)  

Bayer Annual Report 2020 Financial Calendar / Masthead 264 Financial Calendar April 27, 2021 April 30, 2021 Annual Stockholders’ Meeting 2021 May 12, 2021 Planned dividend payment day August 5, 2021 Q1 2021 Quarterly Statement November 9, 2021 2021 Half-Year Report March 1, 2022 Q3 2021 Quarterly Statement April 29, 2022 2021 Annual Report May 10, 2022 Annual Stockholders’ Meeting 2022 Q1 2022 Quarterly Statement Date of publication Thursday, February 25, 2021 Masthead Public Affairs & Sustainability Published by Ute Menke, phone +49 214 30 36520 Bayer AG, 51368 Leverkusen, Germany Email: [email protected] Editor English edition Jörg Schäfer, phone +49 214 30 39136 Employee Support Services Email: [email protected] SCGermany Investor Relations ISSN 0343 / 1975 Peter Dahlhoff, phone +49 214 30 33022 Email: [email protected] Forward-Looking Statements This Annual Report may contain forward-looking statements based on current assumptions and forecasts made by Bayer management. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. These factors include those discussed in Bayer’s public reports which are available on the Bayer website at www.bayer.com. The company assumes no liability whatsoever to update these forward-looking statements or to conform them to future events or developments. Legal Notice The product names designated with ™ are brands of the Bayer Group or our distribution partners and are registered trademarks in many countries.  

Bayer-Geschäftsbericht 2018 A Zusammengefasster Lagebericht 1 Fehler! Kein Text mit angegebener Formatvorlage im Dokument. Entwurf Stand: 10.02.2021 20:17:44 Corporate Accounting & Reporting Ansprechpartner: Andreas Roeper Kerstin Schlesiger Tel: +49(0)214-30 21052 Tel: +49(0)214-30 30461 Fax: +49(0)214-30 33464 Fax: +49(0)214-30 30835 Email: [email protected] Email: [email protected] RESTRICTED