Bayer Roadshow Presentation - Pictures to be updated - Bayer Investor Relations

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Bayer Roadshow
Presentation

Werner Baumann, CEO
November 2019

Cautionary Statements Regarding Forward-Looking Information

 This presentation 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 http://www.bayer.com/.

 The company assumes no liability whatsoever to update these forward-looking statements or to conform
 them to future events or developments.

 Guidance at constant currencies, not including portfolio divestitures if not mentioned differently.

2 Bayer Q3 2019 Investor Conference Call

Today’s agenda

Q3 2019 Results

Bayer at a glance

Our strategy

Bayer: a compelling investment

Bayer Remains on Track - Good Performance Across all Divisions
 (all figures: continuing operations)

 € 9,830m € 2,291  Sales increased to €9.8bn
 (+5% cpa)
 Sales EBITDA  EBITDA before special items
 Before special items
 improved by 8% to €2.3bn
  Margin up 30 bps to 23.3%
  Core EPS plus 6% to €1.16

 € 1.16 € 1,263m  Free Cash Flow grew by 13% to
 €1.3bn
 Core EPS Free Cash Flow

4 Bayer Roadshow Presentation | November 2019

Progress in all Focus Areas

 1 2
 Target Delivery Crop Science
  Guidance for 2019 confirmed  Good operational performance in
 and adjusted for discontinued challenging market environment
 operations and Fx  Integration and synergy realization
 well on track

 3 4
 Pharmaceuticals Consumer Health
  Continued strong top-line growth  Solid sales and margin development
  Margin development in line with FY
 guidance

 5 6
 Efficiency / Bayer 2022 Portfolio Measures
  Overall contribution target of  Coppertone and Derma Rx
 ~€2.6bn by 2022 confirmed divestments closed, Dr. Scholl’s and
  Implementation ongoing Currenta closings imminent
  Sale of Animal Health signed

5 Bayer Roadshow Presentation | November 2019

Update Glyphosate Litigation

 Served lawsuits from approx. 42,700 plaintiffs (as of October 11, 2019)

 Number of lawsuits not indicative of the merits of the litigation

 Rise in number of plaintiffs follows an exponential increase in advertising sponsored by plaintiffs’ lawyers*

 Appeals in the first three cases ongoing

 Planning for litigation of further cases in 2020 while …

 … constructively engaging in the mediation process

 * Source: Based on Roundup TV advertising data provided by X Ante, a litigation advertising tracking service

6 Bayer Roadshow Presentation | November 2019

Crop Science with Positive Growth Dynamics

 Sales Volume Currency
 In million €, ∆% yoy, Fx & portfolio adj. 1
 + % 3
 + %

 +5% 3,948
 3,733 Price Portfolio
 4
 + % - 2%  +5% cpa (+6% ca pro forma) sales growth driven
 by North & Latin America
  Good growth across corn and soybean seed &
 traits as well as fungicides
 Q3'18 Q3'19
  Strong increase in EBITDA before special items
 EBITDA as a result of higher prices and volumes in Latin
 In million €, ∆% yoy, before special items America as well as lower than expected product
 returns
 +25%
 527
 422  Cost synergy realization in 2019 substantially
 higher than expected

 11.3% 13.3%

 Q3'18 Q3'19

 EBITDA Margin before special items
7 Bayer Roadshow Presentation | November 2019

Pharmaceuticals Driven by Xarelto, Eylea and China

 Sales Volume Currency
 In million €, ∆% yoy, Fx & portfolio adj. + 6% 2
 + %

 +6%
 4,504 Portfolio
 4,163 Price
 + 0% 0
 +/- %  Xarelto up 9%, Eylea grew by 16%
  Continued strong performance in China
  FDA approvals of Nubeqa (darolutamide) and the
 Q3'18 Q3'19 medically ill indication for Xarelto
  Vitrakvi received first tumor-agnostic approval in
 EBITDA Europe
 In million €, ∆% yoy, before special items

  Acquisition of BlueRock Therapeutics to expand
 1,554
 -2% position in cell therapy
 1,527
  Strong EBITDA before special items as Q3 2018
 benefited from opt-in payment of ~€190m
 37.3% 33.9%

 Q3'18 Q3'19

 EBITDA Margin before special items
8 Bayer Roadshow Presentation | November 2019

Consumer Health with Solid Performance

 Sales Volume Currency
 In million €, ∆% yoy, Fx & portfolio adj. + 2% + 1%
 +4%
 Price Portfolio
 1,297 1,288
 2
 + % - 5%  EMEA and Latin America with positive
 development
  North America and Asia/Pacific with declining
 sales
 Q3'18 Q3'19
  Nutritionals, Allergy & Cold and Pain & Cardio with
 EBITDA good sales growth
 In million €, ∆% yoy, before special items
  Increase in EBITDA-margin before special items
 driven by sales growth and cost savings
 +3% 256
 248

 19.1% 19.9%

 Q3'18 Q3'19

 EBITDA Margin before special items
9 Bayer Roadshow Presentation | November 2019

Q3 Results (Continuing Operations)

 Sales EBITDA Core EPS Free Cash Flow
 In million €, ∆% yoy, (Fx & portfolio adj.) In million €, before special items In € In million €

 - Positive Fx effect of €215m - Positive Fx effect of €77m after - Core financial result went from - Increase driven by positive operating
 hedging minus €497m to minus €455m development
 - Core tax rate was 18.3% (PY 14.2%)

 +5% cpa +13% 1,263
 9,830 +8% 2,291 +6% 1.16
 9,261 2,132 1.09 1,116

 23.0% 23.3%

 Q3'18 Q3'19 Q3'18 Q3'19 Q3'18 Q3'19 Q3'18 Q3'19

 EBITDA Margin before special items

10 Bayer Roadshow Presentation | November 2019

Bridge: Core EPS to EPS (Q3 2019)

 in €
 1.40

 1.20

 1.00 +0.04
 +0.22
 0.80 -0.65

 +0.28
 0.60 1.16
 -0.01 1.01 1.05
 0.40

 0.20

 0.00
 Core EPS Amortization 1.16items
 Special Special items Tax effect EPS Continuing Disontinued EPS (total)
 Q3'19 intangbile assets, (EBITDA relevant) financial result/ on adjustments Operations Operations Q3'19
 Impairment goodwill, taxes Q3'19
 Impairment intangible
 assets

11 Bayer Roadshow Presentation | November 2019

Bayer Delivers on Announced Portfolio Measures

 Animal Health Currenta Coppertone Dr Scholl’s

 Sales & EBITDA* Sales: €1,501m Sales: €1,344m Sales: 213m USD Sales: 234m USD
 2018 EBITDA: €358m EBITDA: €220m Below average margin Below average margin

 US$7.6bn, thereof
 US$5.3bn in cash and ~€1.4bn (60% stake and
 Gross Proceeds US$550m US$585m
 US$2.3bn in Elanco selected real estate)
 stock**

 Macquarie Infrastructure and
 Acquirer Elanco Beiersdorf Yellow Wood Partners

 Real Assets (MIRA)

 Signing August 20, 2019 August 6, 2019 May 13, 2019 July 19, 2019

 Expected Closing

 Consolidation
 Mid 2020

 Discontinued operations
 December 2019

 Discontinued operations
 Closed on
 August 30, 2019

 Until closing
 November 2019

 Until closing

 * EBITDA = EBITDA before special items
 ** based on the unaffected 30-day volume weighted average price as of August 6, 2019 of 33,60 USD. The number of shares constituting the equity consideration is fixed within a 7.5% collar. This means that the number of Elanco
 shares that Bayer receives increases (decreases) in the event of share price decreases (increases) within this 7.5% corridor. Based on the closing price of Elanco shares on September 30, 2019, Bayer would receive approx. 73
 million Elanco shares.

12 Bayer Roadshow Presentation | November 2019

Net Financial Debt Reduced to €37.9bn in Q3

 50,000 in € million

 45,000 573
 370
 -584 -5,738
 40,000

 35,000 43,598
 43,239 38,808
 37,860
 10,000

 5,000

 0
 Gross Financial Debt Bonds Commercial Paper Other Financial Gross Financial Debt Cash / Net Financial Debt Net Financial Debt
 30.06.2019 Liabilities 30.09.2019 Other Financial Assets 30.09.2019 30.06.2019

 ~60% of financial debt denominated in US$
 ±1% change of US$ vs € = ±€200m
 * Excluding divestment proceeds

13 Bayer Roadshow Presentation | November 2019

Key Initiatives for Q4 2019

 Crop Science: Expect continued growth in Latin America and a strong start to the US season; continued
 momentum in achieving integration synergies

 Pharmaceuticals: Continuing strong growth of Xarelto, Eylea and China

 Consumer Health: Further driving turnaround and expect North America to return to growth

 Continued cost and cash management discipline across the Group

 Cash-in from Currenta & Dr. Scholl’s divestments

14 Bayer Roadshow Presentation | November 2019

FY 2019 Guidance Confirmed, Aligned to Continuing Operations
 and Including Expected Currency Impact
 Excluding currency impact
 2019 outlook Of which 2019 outlook for
 2019 outlook for Expected
 confirmed (excl. discontinued continuing operations
 continuing operations currency impact
 portfolio measures) operations incl. currency impact

 ~ €46 ~ €43 ~ €43.5
 Sales ~ €3bn approx. +€0.5bn
 bn bn bn

 EBITDA ~ €12.2 ~ €11.6 ~ €11.5
 ~ €0.6bn approx. -€0.1bn
 (before special items) bn bn bn

 Core EPS ~ €6.80 ~ €0.35 ~ €6.45 approx. -€0.10 ~ €6.35

 ~ €3-4 ~ €3-4 ~ €3-4
 Free cash flow No impact approx. -€0.1bn
 bn bn bn

 ~ €36 ~ €34 ~ €35
 Net financial debt ~ €2.0bn approx. +€1.1bn
 bn Proceeds from the sale of
 bn bn
 Coppertone, Dr. Scholl’s and
 Currenta

15 Bayer Roadshow Presentation | November 2019

Focus Areas

 1 2
 Target Delivery Crop Science
  Deliver on operational targets  Integration of acquired business to
 shape the future of agriculture

 3 4
 Pharmaceuticals Consumer Health
  Deliver sales and margin expansion  Drive performance improvement
  Further strengthening of pipeline
 and intensify external sourcing

 5 6
 Efficiency / Bayer 2022 Portfolio Measures
  Execute efficiency improvement  Finalize remaining portfolio
 program and realize synergies measures

16 Bayer Roadshow Presentation | November 2019

Today’s agenda

Q3 2019 Results

Bayer at a glance

Our strategy

Bayer: a compelling investment

We are a global leader in health and nutrition

 Use natural
 resources
 more efficiently
 & responsibly
 Purpose:
 Secure
 sufficient
 supply of We leverage science to
 quality food address urgent societal needs
 – with the ultimate goal to
 Preserve &
 improve people’s lives
 restore
 health

18 Bayer Roadshow Presentation | November 2019

We address megatrends which impact lives across the globe

 Megatrends through 2050

 Aging population Growing population Pressure on ecosystems

 Age 60+
 – 20%
 +> 100% 2.1
 >20% of total 7.6
 9.8
 + 2.2bn 2,129
 1,700
 Significant loss in
 arable land per
 population1 people1 capita3
 1.0

 2017 2050 2017 2050 2017 2050
 People aged 60 and older, in bn People, in bn area, in m²

 Age 80+
 +> 200% + 50%
 More food and feed
 – 17%
 Number of people
 required Harvest losses
 aged 80 and older
 to meet growing from climate change4
 to increase from
 demand2
 137m to 425m1

 1 World Population Prospects: The 2017 Revision | 2 FAO 2017, (FAO Global Perspective Studies) | 3 FAOSTAT (accessed Oct 30, 2018) for 1961-2016 data on land, FAO 2012 for 2030 and 2050 data on land, and UNDEDA 2017: World Population Prospects
 for world population data | 4 Nelson et. al, (2014); FAO 2016 “Climate change and food security”

19 Bayer Roadshow Presentation | November 2019

We are a major global player with broad geographical presence
 All figures as of FY 2018

 € 39.6bn € 9.6bn 117k 90
 Sales EBITDA Employees Countries
 Fx & portfolio adj. Before special items 32.000 of which in Germany with local Bayer presence

 Sales by region1

 € 4.7bn € 5.2bn
 29% 36%
 North
 America EMEA 20%
 Asia/Pacific

 Free cash flow R&D Investments Latin 15%
 Expense ratio of 13.3% with regard to sales
 America

 1Monsanto only included since June 7th, 2018

20 Bayer Roadshow Presentation | November 2019

We have three strong segments in health and nutrition

 Crop Science
  Growing ahead of competition over last five years on average
 #1  Best-in-class profitability through the cycle
 Position  Leading portfolio of seeds & traits, crop protection and digital farming

 Pharmaceuticals
 Leading
  One of the fastest growing Pharma businesses over the past five years
 positions
  Xarelto and Eylea among the world’s leading Pharma brands
 in key therapeutic
 areas  Innovative medicines in areas of high unmet medical need

 Consumer Health

 #2 
 
 Leading positions in 7 of the Top 10 OTC markets
 Portfolio of 14 trusted iconic brands with >€100m revenue
 Position
  Branded self-care solutions that help transform people’s daily health

21 Bayer Roadshow Presentation | November 2019

Strong businesses contributed to sales and earnings growth in 2018

 Sales by segment
 Fx & portfolio adj., in 2018
 EBITDA by segment
 Before special items in 2018
 Commentary
  Crop Science sales and earnings
 Other / Reconciliation Animal Health development reflects Monsanto
 Animal Health Consumer
 Health Crop contribution since June 2018
 Consumer 4% 4% 4% Science
 Crop 11%
 Health
 Science 27%  Pharmaceuticals continued to grow,
 14%
 36% driven by Xarelto, Eylea and China
 € 39,586m € 9,547m  Consumer Health with stable sales
 development – implementation of
 turnaround plan started
 42% 58%
 Pharma Pharma

22 Bayer Roadshow Presentation | November 2019

We are active in attractive, innovation-driven markets

 Market size CAGR Joint
 2018 2019 – 2022 characteristics

 Crop Science ~€92bn1 ~3%2

  Secular above-GDP
 growth trend

 Pharmaceuticals ~€885bn3 4 – 5%  Highly regulated, innovation-
 driven markets

  High market profitability

 Consumer Health ~€135bn4 3 – 4%

 1 Pro-forma calculations Bayer, Bayer CS market model | 2 excluding potential cyclical recovery of the Crop Science market | 3 IQVIA | 4 Market model in-market sales OTC medicines, data from IQVIA, Nicholas Hall

23 Bayer Roadshow Presentation | November 2019

Every market has its own specific characteristics

 Crop Science Pharmaceuticals Consumer Health

 Market with Highly
 high innovative Strong brands
 seasonality, and research- are decisive for
 Bayer with Consolidated intensive success Fragmented
 solid first half industry with industry Very
 market with
 Bayer in fragmented
 ongoing
 leading market
 consolidation
 position
 Digitalization
 Technological
 creating Accelerating
 disruption
 significant e-commerce
 by breakthrough
 opportunity
 science

24 Bayer Roadshow Presentation | November 2019

Crop Science: number one global platform

 Sales development EBITDA margin development Sales by region
 In €m 14,266 In %, before special items In %, in 2018
 FINANCIALS

 10,218 9,915 9,577 North EMEA
 9,494 > 30.0 26
 24.9 24.0 23.4 ~25.0 America 33
 21.3
 18.6
 13
 Latin Asia / Pacific
 28
 America
 2014 2015 2016 2017 2018 2014 2015 2016 2017 2018 2019E 2022E

 Leading product areas Market positions1 Key products
 In %, based on sales 2018
 Corn
 PRODUCTS

 Other
 Soybean
 Vegetable Seeds 12
 1
 Herbicides
 Environmental 4 29
 5 # Horticulture
 Science
 10
 Insecticides
 13
 Corn Seed & Cereals
 19 8
 Fungicides Traits
 Soybean Seed & Traits Digital Farming

 1 Source: Bayer CS market model

25 Bayer Roadshow Presentation | November 2019

Pharma: focused on therapeutic areas with high unmet needs

 Sales development EBITDA margin development Sales by region
 In €m In %, before special items In %, in 2018
 FINANCIALS

 15,308 16,420 16,847 16,746
 North
 13,512
 30.7 30.2 32.0 33.9 33.4 ~34.0 > 35.0 America 24
 39 EMEA
 Latin 6
 America
 31

 2014 2015 2016 2017 2018 2014 2015 2016 2017 2018 2019E 2022E Asia / Pacific

 Therapeutic areas Leading positions in key therapeutic Key products
 In %, based on sales 2018 areas1 In €m
 PRODUCTS

 Cardiovascular
 Other 3,631
 Hematology 12 Hematology
 2,185
 5 35 Cardiovascular
 Ophthalmology 13 Retinal Diseases
 356
 8 Women´s Health 351
 Oncology 10 17
 Radiology Women´s Health Radiology
 315

 1 Source: IQVIA 2017

26 Bayer Roadshow Presentation | November 2019

Consumer Health: focus on five core OTC categories

 Sales development EBITDA margin development Sales by region
 In €m In %, before special items In %, in 2018
 FINANCIALS

 6,076 6,037 5,862 23.6 24.0 23.4 > 24.0 North
 5,450 21.0 20.1 ~ 21.0 34 EMEA
 America 42
 4,245

 11 13
 Asia / Pacific
 Latin
 2014 2015 2016 2017 2018 2014 2015 2016 2017 2018 2019E 2022E
 America

 Categories Market positions1 Key products
 In %, based on sales 2018
 PRODUCTS

 Allergy, Cough
 Digestive Health #2 #4 #5
 & Cold
 15 22
 Pain & Cardio 17
 24
 Nutritionals Nutritionals Pain & Cardio Allergy, Cough
 22
 Dermatology and Cold
 Dermatology
 Digestive Health

 1 PARS database January 2019

27 Bayer Roadshow Presentation | November 2019

Today’s agenda

Q3 2019 Results

Bayer at a glance

Our strategy

Bayer: a compelling investment

Four clear strategic priorities to drive value creation

 Growth ahead of competition Strong free cash
 in health and nutrition flow generation

 Consistent profitability Disciplined
 enhancement capital allocation

29 Bayer Roadshow Presentation | November 2019

Good progress of Bayer 2022 synergy and efficiency programs

 Outlook 2020
 Implementation of Bayer 2022 platform program well on track
 GROUP

  Annual cost savings of €1.4bn by 2022 confirmed
  Functional targets defined and translated into granular action plan ~€2.6bn
  Consultation with employee representatives started Overall
  Good response to offered personnel instruments for FTE reduction in Germany contributions ~12,000
 Global
 FTE impact
 ~1.7x
 9M 2019 One-time
 cost

 Crop Science
  Strong progress with integration Indicative phasing of contributions
 SEGMENTS

  Synergy capture on track 100%
 Pharmaceuticals
 70%
  Target operating model for realigned R&D defined
  Focus on disciplined cost management
 30%
 Consumer Health
  Executing on Phase 2 of turnaround plan
  Reset of cost base well advanced 2020 2021 2022

30 Bayer Roadshow Presentation | November 2019

Clear priorities for capital allocation

 Targeted free cash flow Disciplined capital allocation Divestment proceeds

  Growing dividends
 Shareholder
  Consider share buy backs with parts of
 return
 divestment proceeds

 ~€ 23bn Deleveraging
  Target range ~€26 – 28bn1 net financial debt
 by end 2022
 2019e – 2022e Animal Health

 Innovation &  Investment in licensing opportunities
 acquisitions  Potentially selective bolt-on acquisitions

 1 Before M&A / Portfolio

31 Bayer Roadshow Presentation | November 2019

Today’s agenda

Q3 2019 Results

Bayer at a glance

Our strategy

Bayer: a compelling investment

Bayer: a compelling investment

 1 Global leader in health and nutrition

 2 Active in highly attractive, growing and profitable markets driven by megatrends

 3 Focused strategy and ambitious targets for 2022

 4 Strong deleveraging ability to achieve single-A rating again

 5 Clear priorities for capital allocation

33 Bayer Roadshow Presentation | November 2019