Corporate Profile and Structure Corporate Structure Corporate structure as of December 31, 2017 The Bayer Group is managed as a life science company with three divisions – Pharmaceuticals, Consumer Health and Crop Science – and the Animal Health business unit, which are also our reporting segments. The corporate functions, Business Services and the service company Currenta support the operational business. In 2017, the Bayer Group comprised 237 consolidated companies in 79 countries throughout the world. As described in further detail below, Bayer’s interest in Covestro AG stood at 24.6% as at the end of the reporting period. Covestro is no longer a reportable segment and has been accounted for using the equity method as of the beginning of the fourth quarter of 2017. Bayer Group Structure in 2017 The Pharmaceuticals segment focuses on prescription products, especially for cardiology and women’s health care, and on specialty therapeutics in the areas of oncology, hematology and ophthalmology. The division also comprises the radiology business, which markets diagnostic imaging equipment together with the necessary contrast agents. The Consumer Health segment markets nonprescription (OTC schließen OTC (over-the-counter) designates the business with nonprescription medicines. = over-the-counter) medicines, medical products and cosmetics in the dermatology, nutritional supplement, analgesic, digestive health, allergy, cold, foot care and sun protection categories. Crop Science is a world-leading agriculture enterprise with businesses in crop protection, seeds and nonagricultural pest control. The Crop Protection / Seeds unit markets a broad portfolio of high-value seeds and innovative pest management solutions, while at the same time providing extensive customer service for sustainable agriculture. The Environmental Science unit provides products and services for professional nonagricultural applications, such as vector and pest control and forestry. Animal Health ranks among the leading international innovators in its field. It develops and markets products and solutions for the prevention and treatment of diseases in companion and farm animals. The corporate functions and Business Services operate as Group-wide competence centers in which business support services are bundled. Currenta is the service company responsible for managing and operating the Chempark sites in Leverkusen, Dormagen and Krefeld-Uerdingen. Online Annex: A 1.1.2-1 limited assurance Products and Activities of the Segments Indication / Application /Busines Core activities and markets Main products and brands1 Pharmaceuticals Cardiology Hypertension, pulmonary hypertension, heart attack and stroke, thrombosis Xarelto™, Adalat™, Aspirin™ Cardio, Adempas™ Oncology Liver cancer, renal cell carcinoma, thyroid carcinoma, prostate cancer, colorectal cancer, gastrointestinal stromal tumors (GIST), follicular lymphoma Nexavar™, Xofigo™, Stivarga™, Aliqopa™ Ophthalmology Age-related macular degeneration (AMD), diabetic macular edema (DME) Eylea™ Hematology Hemophilia A Kogenate™ / Kovaltry™ Women’s health Contraception, gynecological therapy Mirena™ product family, Yaz™ / Yasmin™ / Yasminelle™ Infectious diseases Bacterial infections Avalox™ / Avelox™, Cipro™, Ciprobay™ Radiology Contrast agents; diagnostic imaging equipment for use with contrast agents Gadovist™, Ultravist™, Medrad Spectris Solaris™, Medrad Stellant™ Other indications Multiple sclerosis Betaferon™ / Betaseron™ Consumer Health Dermatology Wound care, skin care, skin and intimate health Bepanthen™, Canesten™ Nutrition Multivitamin products, dietary supplements One A Day™, Elevit™, Berocca™, Supradyn™,Redoxon™ Analgesics General pain relief Aspirin™, Aleve™ Digestive health Gastric complaints MiraLax™, Rennie™, Iberogast™ Allergy Allergies Claritin™ Cough and cold Cough and cold Aspirin™, Alka-Seltzer™, Afrin™ Foot care Foot care Dr. Scholl’s™ Sun care Sun protection Coppertone™ Crop Science Fungicides Biological and chemical products to protect crop plants from fungal diseases Flint™, Fox™, Luna™, Nativo™, Prosaro™, Serenade™, Xpro™ Insecticides Biological and chemical products to protect crop plants from harmful insects and their larvae BioAct™, Confidor™, Movento™, Sivanto™ Herbicides Chemical crop protection products to control weeds Adengo™, Alion™, Basta™, Corvus™, Liberty™, Atlantis™ SeedGrowth Biological and chemical seed treatments to protect against fungal infection and pests CropStar™, Gaucho™, Poncho™, Sonido™ Seeds Seeds and traits for cotton, canola, rice, soybeans, wheat and vegetables Arize™, Credenz™, FiberMax™, InVigor™, Nunhems™, Stoneville™ Environmental Science Products for professional pest control, vector control, forestry, golf courses and parks, railway tracks Ficam™, Maxforce™, Esplanade™, K‑Othrine™ Animal Health Companion animals business Veterinary medicines and solutions to protect and maintain the health and wellbeing of companion animals, focusing on antiparisitics and anti-infectives Advantage™ product family, Seresto™, Drontal™ product family, Baytril™ Farm animals business Veterinary medicines and solutions to treat and prevent parasitic diseases, anti-infectives, immunostimulants, pharmacological treatments and farm hygiene products Baytril™, Cydectin™ 1 The order of the products listed is no indication of their significance. Management functions of Bayer AG As the parent company of the Bayer Group, Bayer AG – represented by its Board of Management – performs the principal management functions for the entire company. This mainly comprises the Group’s strategic alignment, resource allocation, and the management of financial affairs and managerial staff, along with the management of the Group-wide operational business of the segments. Business lease agreements between Bayer AG on the one hand, and Bayer Pharma AG and Bayer CropScience AG – the former parent companies of the respective divisions – on the other, have been in place since the start of 2017 and govern the transfer of their operational business to Bayer AG. This means that, alongside the holding company function it has performed to date, Bayer AG also performs the corresponding parent company functions in relation to Pharmaceuticals and Crop Science. Changes to the corporate structure in connection with Covestro In fiscal 2017 we reduced our interest in Covestro AG from 64.2% to 24.6%. Over the course of the year, we sold 35.6% of the shares in this company in four tranches, raising approximately €4.7 billion in total. In addition, we deposited a further 4% of the shares in Bayer Pension Trust e.V., which now holds an interest of 8.9%. Furthermore, we sold an additional 10.4% of Covestro shares in January 2018, in a move that reduced our direct interest to 14.2%. This transaction generated overall proceeds of €1.8 billion. As a result of the reduction undertaken through September 30, 2017, and the conclusion of a control termination agreement, Bayer ceded de facto control over Covestro AG at the end of the third quarter. Accordingly, Covestro was deconsolidated and presented as an associate for the first time. Covestro is no longer a reportable segment and is presented as a discontinued operation until the date of its deconsolidation. The financial information for the periods preceding the deconsolidation, including the comparative prior-year figures, has been restated accordingly. Changes to the corporate structure in connection with the planned acquisition of Monsanto On September 14, 2016, we signed a binding agreement to acquire the Monsanto Company. Monsanto’s shareholders approved the merger on December 13, 2016, during an extraordinary stockholders’ meeting. In 2017, Bayer received half of the regulatory approvals that it applied for, obtaining clearance in Colombia, Ecuador, Israel, Paraguay, the Philippines and South Africa, for instance. We are collaborating with the authorities and continue to work toward closing the transaction in the second quarter of 2018. In October 2017, Bayer signed an agreement to sell selected Crop Science businesses to BASF for €5.9 billion in light of the planned acquisition of Monsanto. The assets to be sold include Bayer’s global glufosinate-ammonium business and the related LibertyLink™ technology for herbicide tolerance, a substantial part of the field crop schließen Field crops are cultivated plants with life cycles – vegetative development, flowering, ripening and death – lasting one year. Examples include cereals, oilseed rape and sugar beets. seed businesses, as well as respective research and development capabilities. The transaction is subject to regulatory approval as well as the successful closing of Bayer’s acquisition of Monsanto. Bayer will continue to own, operate and maintain these businesses until the closing of this divestiture. The assets and liabilities are classified as held for sale. Aside from this, the company’s situation is presented in this report with the respective Crop Science businesses included. The potential impact of the divestments will not be outlined in further detail. In connection with the planned acquisition of Monsanto and in preparation for the future combined business, the structure of the Crop Science segment was adjusted as of January 1, 2018. In the new structure, all the strategic business entities – including the Herbicides, Fungicides, Insecticides and SeedGrowth businesses – are organizationally located directly below the Crop Science segment. Crop Protection / Seeds will cease to exist, as will the intermediate Crop Protection level below it. Moreover, the business entities within Seeds (including Traits) will from now on be regarded individually and not jointly. In line with this, Vegetable Seeds will be reported separately. Given their current size, the other Seeds businesses – comprising Corn Seed & Traits, Soybean Seed & Traits, Cotton Seed & Traits, Oilseeds & Traits and Other Seeds & Traits – will be grouped together under Other (Seeds & Traits). Environmental Science will be presented separately on the same level as the other strategic business entities. The new reporting structure will be reviewed again upon conclusion of the acquisition of Monsanto and will be modified in line with the framework conditions prevailing at that point in time. Comparison of Previous and New Crop Science Structure Structure until Dec. 31, 2017 Structure from Jan. 1, 2018 Crop Protection / Seeds – Crop Protection – Herbicides Herbicides Fungicides Fungicides Insecticides Insecticides SeedGrowth SeedGrowth Seeds – – Vegetable Seeds Environmental Science Environmental Science – Other (Seeds & Traits) Crop Science total Crop Science total Reporting for fiscal 2017 applies the structure in place until December 31, 2017.