Independent Auditor’s Report on a Limited Assurance Engagement on Sustainability Information

To Bayer Aktiengesellschaft, Leverkusen (Germany)

Our engagement

According to our engagement, we have performed a limited assurance engagement on the following information within the combined management report 2018 of Bayer Aktiengesellschaft, Leverkusen (Germany), for the period from January 1 to December 31, 2018: Diverse stakeholders in focus, Collaboration formats aimed at specific target groups, Binding and transparent compensation structures, Quality management of segments, Biodiversity in the segments, Commitment to reducing animal studies, Global pharmaceutical monitoring system, Processes in plant biotechnology, Training of farmers and Bayer employees, Occupational illnesses, Other Direct Air Emissions, Water Use in the Bayer Group 2018, Waste by Means of Disposal and Liaison offices – Contact with political stakeholders.

Our engagement does not include links to web pages.

Responsibility of the executive directors

The executive directors of Bayer Aktiengesellschaft are responsible for the preparation of infor-mation listed above in compliance with the Sustainability Reporting Standards of the Global Reporting Initiative provided in the “Core” option (hereafter: “GRI Standards”) as well as for the selection of the disclosures to be assessed.

This responsibility of the company’s executive directors includes the selection and application of appropriate methods for the sustainability reporting as well as making assumptions and estimates related to individual sustainability disclosures, which are reasonable in the circumstances. In addition, the executive directors are responsible for such internal controls they have determined necessary to enable the preparation of information listed above that is free from material misstatements, whether intentional or unintentional.

Practitioner’s responsibility

Our responsibility is to express a limited assurance conclusion on the disclosures as listed above in the combined management report 2018, based on the assurance engagement we have performed.

We are independent of Bayer Aktiengesellschaft in accordance with the provisions under German commercial law and professional requirements, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Our audit company applies the German national legal requirements and the German profession’s pronouncements for quality control, in particular the by-laws governing the rights and duties of public auditors and chartered accountants (Berufssatzung für Wirtschaftsprüfer und vereidigte Buchprüfer) as well as the IDW Standard on Quality Control 1: Requirements for Quality Control in Audit Firms [IDW Qualitätssicherungsstandard 1: Anforderungen an die Qualitätssicherung in der Wirtschaftsprüferpraxis (IDW QS 1)], which comply with the International Standard on Quality Control 1 (ISQC 1) issued by the International Auditing and Assurance Standards Board (IAASB).

We conducted our assurance engagement in compliance with the International Standard on Assurance Engagements (ISAE) 3000 (Revised): “Assurance Engagements other than Audits or Reviews of Historical Financial Information” issued by the IAASB. This standard requires that we plan and perform the assurance engagement in a form that enables us to conclude with limited assurance that nothing has come to our attention that causes us to believe that the information as listed above in the combined management report 2018 of Bayer Aktiengesellschaft for the period from January 1 to December 31, 2018 has not been prepared, in all material respects, in compliance with the relevant GRI Standards. In a limited assurance engagement the assurance procedures are less in extent than for a reasonable assurance engagement and, therefore, a substantially lower level of assurance is obtained. The assurance procedures selected depend on the practitioner’s professional judgment.

Within the scope of our limited assurance engagement, which was performed – with work stoppages – from September 2018 to February 2019, we conducted, amongst others, the following audit procedures and other activities:

  • Obtaining an understanding of the structure of the sustainability organization and of the stakeholder engagement
  • An on-site visit to Bergkamen, Dormagen, Frankfurt, Knapsack, Leverkusen, Uerdingen and Wuppertal (Germany); Muttenz (Switzerland); Vapi (India); as well as Belford Roxo (Brazil) and Kansas City, Luling, Muscatine, Illiopolis, St. Louis and Soda Springs (USA) as part of an investigation into the processes for collecting, analyzing and aggregating selected data
  • Interview of the relevant employees that participated in the preparation of the information listed above about the preparation process, about the internal control system relating to the process as well as about the disclosures
  • Identification of the possible risks of material misstatement concerning the information in the annual report as listed above
  • Analytical assessment of disclosures in the combined management report as listed above
  • Comparison of selected disclosures with corresponding data in the consolidated financial statements, the annual financial statements and combined management report
  • Evaluation of the presentation of the disclosures

Practitioner’s conclusion

Based on the assurance work performed and evidence obtained, nothing has come to our attention that causes us to believe that the information in the combined management report of Bayer Aktiengesellschaft as listed above, for the period from January 1 to December 31, 2018 has not been prepared, in all material respects, in compliance with the GRI Standards: Option “Core”.

Our conclusion does not include links to internet pages.

Purpose of the assurance statement

We issue this report on the basis of the engagement agreed with Bayer Aktiengesellschaft. The limited assurance engagement has been performed for purposes of Bayer Aktiengesellschaft and the report is solely intended to inform Bayer Aktiengesellschaft on the results of the assurance engagement.

Liability

The report is not intended to provide third parties with support in making (financial) decisions. Our responsibility exclusively refers to Bayer Aktiengesellschaft and is also restricted under the engagement agreed with Bayer Aktiengesellschaft on July 18, 2018 as well as in accordance with the “General engagement terms for Wirtschaftsprüfer and Wirtschaftsprüfungsgesellschaften (German public auditors and German public audit firms)” from January 1, 2017 of the Institut der Wirtschaftsprüfer in Deutschland e.V. We do not assume any responsibility to third parties

Munich (Germany), February 20, 2019

Deloitte GmbH
Wirtschaftsprüfungsgesellschaft

Heiner Kompenhans
German Public Auditor
Prof. Dr. Frank Beine
German Public Auditor
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