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

To: Bayer Aktiengesellschaft, Leverkusen

We performed a limited assurance engagement on the disclosures marked with “limited assurance” in the online annexes of the augmented online version of the Annual Report of Bayer Aktiengesellschaft, Leverkusen, (hereafter “the Company”) for the period from January 1 through December 31, 2017 (“Annual Report 2017 – Augmented Version” hereafter “the Online Version”).

Responsibility of the legal representatives

The legal representatives of Bayer Aktiengesellschaft are responsible for preparing the Online Version in accordance with the criteria stated in the G4 Sustainability Reporting Guidelines of the GRI (Global Reporting Initiative) is a nonprofit organization that works to promote the dissemination and optimization of sustainability reporting. The GRI guidelines are considered the most frequently used and internationally most recognized standard for sustainability reporting. These guidelines are evolved in a multi-stakeholder process. GRI was established in 1997 by Ceres (Coalition for Environmentally Responsible Economies) and UNEP (United Nations Environment Programme). (GRI) (hereafter “the GRI Criteria”) and for selecting the disclosures to be evaluated.

This responsibility of the Company’s legal representatives includes the selection and application of appropriate sustainability reporting methods, and the making of assumptions about and estimates of individual sustainability disclosures that are appropriate in the circumstances. The legal representatives are furthermore responsible for the internal controls which they have determined are necessary to enable the preparation of an Online Version that is free from material misstatements, whether due to intentional or unintentional error.

Auditor’s statements regarding independence and quality

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

The Deloitte GmbH Wirtschaftsprüfungsgesellschaft applies the German national legal requirements and the German profession’s pronouncements for quality control, in particular the by-laws regulating the rights and duties of Wirtschaftsprüfer and vereidigte Buchprüfer in the exercise of their profession (Berufssatzung für Wirtschaftsprüfer und vereidigte Buchprüfer) as well as the IDW Standard on Quality Control 1: Requirements for Quality Control in Audit Firms [IDW Qualitätssicherungsstandards 1: Anforderungen an die Qualitätssicherung in der Wirtschaftsprüferpraxis (IDW QS 1)], that are consistent with the International Standard on Quality Control 1 issued by the International Auditing and Assurance Standards Board (IAASB).

Responsibility of the Auditor

Our responsibility is to express a limited assurance conclusion on the disclosures marked with limited assurance in the Online Version, based on the assurance engagement we have performed.

We performed our assurance engagement in accordance 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. Those standards require that we plan and perform the audit such that we are able to state with limited assurance that we have not become aware of any matters that cause us to believe that the disclosures in the Company’s Online Version for the period from January 1 through December 31, 2017 have not been prepared in accordance with the relevant GRI criteria in all material respects. This does not mean that a separate audit opinion has been issued for each disclosure marked. In a limited assurance audit, the audit procedures performed 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 judgement.

Within the framework of our audit, we performed the following audit procedures and other activities, including:

  • Obtaining an understanding of the structure of the sustainability organization and the stakeholder engagement
  • Inquiries of personnel involved in the compilation of the Online Version about the compilation process, the internal control system related to this process and about selected disclosures in the Online Version
  • The identification of likely risks of material misstatements in the Online Version, under consideration of the GRI (Global Reporting Initiative) is a nonprofit organization that works to promote the dissemination and optimization of sustainability reporting. The GRI guidelines are considered the most frequently used and internationally most recognized standard for sustainability reporting. These guidelines are evolved in a multi-stakeholder process. GRI was established in 1997 by Ceres (Coalition for Environmentally Responsible Economies) and UNEP (United Nations Environment Programme). criteria
  • The performance of on-site audit procedures to deepen the recording of processes and to analyze selected data at Bayer’s locations Berlin, Bergkamen and Wuppertal (each Pharmaceuticals, Germany), Institute and Kansas City (each Crop Science, USA) as well as Dormagen, Leverkusen and Krefeld-Uerdingen (each Currenta, Germany)
  • Remote assessments to analyze selected data for Bayer’s sites Berkeley (Pharmaceuticals, USA) and Vapi (Crop Science, India)
  • Analytical assessment of selected disclosures in the Online Version
  • A comparison of disclosures with the corresponding data in the consolidated financial statements and the group management report
  • An assessment of the presentation of the selected sustainability performance data
  • The timing of the audit procedures performed

Audit opinion

On the basis of the audit procedures performed and the audit evidence obtained, nothing has come to our attention that causes us to believe that the disclosures marked with limited assurance in the Company’s Online Version for the period from January 1 to December 31, 2017, have not been prepared, in all material aspects, in accordance with the relevant GRI criteria.

Intended use of the Report

We issue this Report on the basis of the engagement concluded with Bayer Aktiengesellschaft, Leverkusen. The limited assurance engagement was conducted for the purposes of Bayer Aktiengesellschaft and the Report is solely intended to inform Bayer Aktiengesellschaft as to the results of the assurance engagement.

Limitation of liability

The report is not intended to provide third parties with support in making (financial) decisions. Our responsibility lies solely toward Bayer Aktiengesellschaft and is also limited by the “General Terms and Conditions for Auditors and Auditing Firms” in the version dated January 1, 2017, as published by the Institut der Wirtschaftsprüfer in Deutschland e. V. We assume no responsibility towards third parties.

Munich, February 21, 2018

Deloitte GmbH
Wirtschaftsprüfungsgesellschaft

Heiner Kompenhans
German Public Auditor

Prof. Dr. Frank Beine
German Public Auditor

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