Bayer

Governance roles

Reference: pages 105 to 108.

Bayer AG operates under German stock corporation law with a dual governance system. The Board of Management had six executive members in 2025; the Supervisory Board comprised 20 nonexecutive members, "half of whom represented the shareholders and half of whom represented the employees in accordance with the German Codetermination Act (MitbestG)" (page 105).

Diversity (page 107): the average age of Supervisory Board members is 61, with 45% male and 55% female. Of the six Board of Management members, 83% are male and 17% female.

Independence (page 107): Dr. Paul Achleitner has served more than 12 years and is therefore not considered independent under Section C.7 of the German Corporate Governance Code. Bayer states that "No member of either body can therefore be regarded as not independent according to ESRS."

Allocation of responsibility (pages 107 to 108):

• CEO William N. (Bill) Anderson holds the function of Chief Sustainability Officer (CSO), forming with the full Board of Management "the first level of responsibility for managing the impacts, risks and opportunities associated with sustainability."
• An external Sustainability Council of independent specialists advises the Board of Management.
• A Human Rights Officer oversees human rights risk management and updates the Board of Management.
• The Public Affairs, Sustainability & Safety Enabling Function supports the CSO; its head reports directly to the CEO.
• The Supervisory Board has had an ESG Committee since 2022, chaired by Ertharin Cousin.

Expertise and experience matrices for both shareholder and employee representatives, including a "Sustainability/climate protection" column, are given in tables A 4.1/1 and A 4.1/2 (pages 106 to 107).

Information provided to and sustainability matters addressed by the administrative, management and supervisory bodies

Reference: pages 109 to 110.

The double materiality assessment was conducted by the Public Affairs, Sustainability & Safety Enabling Function, and "The results were presented at a meeting of the Board of Management as well as to the ESG Committee of the Supervisory Board." Employee representatives were also informed of the results and of the contents of the Sustainability Statement.

Frequency and training: Supervisory Board members "received training in 2025 on the sustainability matters of climate change and human rights." The Board of Management "was informed twice in 2025 about the effectiveness of adopted strategies and measures such as compensation-relevant CO2 emissions" (page 109).

Matters addressed in 2025 (page 110):

• Progress on the climate strategy, the Transition and Transformation Plan and GHG reduction targets
• Progress on the 100 million targets, in particular "100 Million Women by 2030 - Choice for Every One of Them"
• Progress on reducing the environmental impacts of crop protection products
• Progress on regenerative agriculture, biofuels and innovative cultivation systems
• Global human rights due diligence and the related management approach
• CSRD reporting, the double materiality assessment and cooperation with the external Sustainability Council

Divisions and enabling functions steer the sustainability-related impacts, risks and opportunities. Procurement owns supply-chain targets and the Bayer Supplier Code of Conduct; Human Resources owns the integration of sustainability into culture; and sustainability matters form part of the decision-making process for acquisitions (page 109).

Integration of sustainability-related performance in incentive schemes

Reference: pages 110 to 111.

Board of Management compensation comprises fixed and variable components, the variable part consisting of short-term cash compensation (STI) and long-term cash compensation (LTI). "The calculation model for long-term stock-based compensation (LTI) takes into account the attainment of targets newly established each year on the basis of our Group sustainability targets." Sustainability targets may also enter individual STI targets through a multiplication factor of between 0.8 and 1.2 (page 110).

Metrics used: the 100 million targets and the greenhouse gas emissions reduction targets are the performance benchmarks integrated into Board of Management compensation. The proportion of variable compensation based on sustainability targets is calculated by "multiplying the weighting of the sustainability targets (20%) by the individual target amount as part of the long-term cash compensation plan, and then dividing that figure by the sum of the respective target amounts for the short- and long-term cash compensation plans" (page 110).

Climate-specific structure (E1.GOV-3, pages 110 to 111): within the LTI, relative capital market performance is weighted at 80% and sustainability at 20%. The sustainability component splits evenly, with greenhouse gas emissions reduction targets at 10% weighting and social targets at 10%. Aggregated attainment of the Group sustainability targets was 130% in 2025, with compensation-relevant attainment at 100% for Scope 1 and 2 emissions, 100% for Scope 3 emissions from relevant categories, and 100% for the offsetting of remaining Scope 1 and 2 emissions.

The Supervisory Board "does not receive variable compensation components based on the attainment of established targets" (page 110).

Statement on due diligence

Reference: page 111.

Bayer describes due diligence as "identifying and addressing the negative impacts of our own operations on individuals and the environment," run as a continuous process that "reacts to changes in the strategy, business model and business relations according to the Guiding Principles on Business and Human Rights of the United Nations and the OECD Guidelines for Multinational Enterprises."

Corporate policies, processes and monitoring systems govern implementation of human rights and environmental standards. Training includes a basic course entitled "Respecting Human Rights at Bayer." Business partners, particularly suppliers, are required to "fully respect human rights and environmental standards."

Table A 4.1/3 maps the five core elements of due diligence to the paragraphs of the Sustainability Statement where each is covered:

• Embedding due diligence in governance, strategy and business model to GOV-2, GOV-3 and SBM-3
• Engaging with affected stakeholders in all key steps to GOV-2, SBM-2, IRO-1 and MDR-P plus topic-specific management disclosures
• Identifying and assessing adverse impacts to IRO-1 and SBM-3
• Taking actions to address those adverse impacts to topic-specific transition plan and management disclosures
• Tracking the effectiveness of these efforts and communicating to topic-specific metrics and targets disclosures

Risk management and internal controls over sustainability reporting

Reference: pages 111 to 112.

Bayer analyses and mitigates risks in the information acquisition and handling process through internal controls adapted to each process step, assessing and prioritising them "based on their likelihood and their potential impact." In 2025 Bayer "formalized respective controls as part of the Internal Control System over Sustainability Reporting (ICSoSR)" (page 111).

Main risks identified (pages 111 to 112):

• Incomplete or incorrect data arising during collection at sites, in countries or in functions
• Errors arising during subsequent central calculation, consolidation or the transference of metrics
• Imprecise or incomplete qualitative information "if not all regulatory requirements were observed or not all relevant internal stakeholders were integrated into the validation process"

Mitigations include "the application of the dual control principle or automated data transfers." Information on process risks and control implementation is passed to relevant internal functions and decision-makers, and both the Board of Management and the Supervisory Board are notified about the sustainability reporting process. In 2025 the Audit Committee "was particularly informed about the further development of the ICSoSR" (page 112).

Strategy, business model and value chain

Reference: pages 112 to 115.

Bayer is "operated as a life science company consisting of three divisions: Crop Science, Pharmaceuticals and Consumer Health," under the mission "Health for all, Hunger for none" (page 112).

Scale (page 112): Group sales were €45,575 million in 2025 (2024: €46,606 million). Bayer had 89,237 employees worldwide as of December 31, 2025 (2024: 94,081), or 88,078 measured in full-time equivalents (2024: 92,815). By region: 39,258 in Europe/Middle East/Africa, 18,710 in North America, 19,265 in Asia/Pacific and 12,004 in Latin America. Crop Science, which carries Bayer's chemical production activities, posted sales of €21,622 million (2024: €22,259 million).

Divisions (page 113): Crop Science supplies seeds, traits and crop protection; Pharmaceuticals focuses on cardiovascular disease and women's health plus oncology, hematology, ophthalmology and radiology; Consumer Health markets over-the-counter products across dermatology, nutritional supplements, pain, digestive health, allergy, and cough and cold.

Value chains (pages 113 to 114) are described separately for crop protection, seeds and traits, digital farming, pharmaceuticals, medical diagnostics and consumer health, running from research and development and raw material extraction through production, formulation and packaging to distributors, wholesalers, retailers, pharmacies and hospitals.

Sustainability targets (pages 114 to 115): support 100 million smallholder farmers in low- and middle-income countries by 2030; fulfil the need of 100 million women in those countries for modern contraception by 2030; support 100 million people in underserved communities with self-care by 2030; and achieve net zero greenhouse gas emissions across Scope 1, 2 and 3 by 2050 at the latest.

Portfolio changes in 2025 included the launches of Lynkuet and Beyonttra and the marketing of Hyrnuo in Pharmaceuticals, MiraFAST in Consumer Health and Preceon in Crop Science, the divestment of the Androdur and Testoviron brands, the acquisition of Natsana GmbH, and the withdrawal of Movento from the EU market (page 112).

Interests and views of stakeholders

Reference: pages 115 to 118.

Bayer distinguishes four stakeholder groups: partners (suppliers, customers and consumers, employees, associations, universities), financial market participants (rating agencies, banks, investors), societal stakeholders (nongovernmental organizations, competitors, the public) and regulators (politicians, regulatory authorities, legislators) (page 115).

Expectations are assessed "through the double materiality assessment, which includes the viewpoints of external stakeholders and internal company executives through dialogue sessions and surveys." Dialogue rests on the Bayer Societal Engagement (BASE) principles (page 115).

Routes to the administrative bodies (page 116): the Sustainability Council informs the Board of Management and the CSO of societal stakeholders' interests. "Relevant human rights issues are taken directly to the Board of Management by our Human Rights Officer. This occurred once in 2025 (2024: three times)."

2025 engagement (page 116) covered regenerative agriculture, healthcare, nutrition, climate change, biodiversity and water, taxes, political lobbying, poverty alleviation and family planning, including contributions to COP 30 in Belém, Brazil; the World Economic Forum Annual Meeting in Davos; London Climate Week and Climate Week in New York; and the annual OECD Global Forum on Agriculture.

Group-specific views:

• Own workforce (page 116): the Ownership Pulse global employee survey, Dynamic Shared Ownership surveys, coffee chats with the Board of Management, town halls, the Speak Up Channel, and four-yearly works council elections in Germany. Chief Talent Officer and Labor Director Heike Prinz is responsible at Board level; 10 employee representatives sit on the Supervisory Board.
• Value chain workers (pages 116 to 117): Bayer states it is "working on a concept that incorporates the interests of those affected," and participates in econsense working groups and the Business for Social Responsibility initiative.
• Affected communities (page 117): "Bayer does not currently pursue a generally applicable approach for the involvement of affected communities." Understanding comes through site risk management and the 2022 human rights risk assessment.
• Consumers and end-users (pages 117 to 118): product stewardship, the Bayer ForwardFarming network of 16 farms on four continents, and dialogue with patient organizations.

Material impacts, risks and opportunities and their interaction with strategy and business model

Reference: pages 118 to 122. Consolidated table A 4.1/4, pages 119 to 122.

Bayer identified material impacts, risks and opportunities "in our own operations and in the upstream and downstream value chains." All ten ESRS topical standards are material, E1 to E5, S1 to S4 and G1, alongside the cross-cutting ESRS 2.

Changes from the prior year (page 118): "The revision of our double materiality assessment in 2025 resulted in changes with regard to the material impacts, risks and opportunities," attributable particularly to revised aggregation, with impacts, risks and opportunities for own workforce revised and combined. "Despite the modified aggregation level, the scope of the identified sustainability matters according to ESRS has not changed." Specific reassessments include the positive impact of waste reduction through recycling and reuse of production materials, "now assessed as nonmaterial," and the newly material "favorable impact of Bayer's positive influence on suppliers in terms of improving social and ecological standards."

Financial effects (page 118): "For the 2025 reporting year, there were no material current financial effects according to ESRS due to material risks and opportunities related to sustainability matters," and Bayer sees no indications of material risks and opportunities that could lead in the next reporting period to a substantial risk of material adjustment of carrying amounts.

Substance of the material matters (pages 118 to 119): negative environmental impacts arise particularly from greenhouse gas emissions across the supply chain, own production and the downstream value chain; products containing substances of concern and very high concern carry potential release impacts on air, water and soil; water is described as "an integral factor in agriculture"; social matters centre on respecting human rights across a large workforce and on the positive contribution of products to health and nutrition.

Time horizons (page 119): short-term impacts such as regulatory changes and market adjustments are expected over one to five years, and long-term environmental and social impacts such as the physical effects of climate change, biodiversity loss and human rights developments in supply chains over 5 to 10 years or longer.

Bayer concludes that its strategy and business model, "particularly with regard to focusing our agricultural products and innovations toward the concept of regenerative agriculture," enable it to manage material impacts and risks and leverage opportunities (page 119).

The consolidated table A 4.1/4 sets out each material impact, risk and opportunity by sustainability matter, classification, description, placement in the value chain and time horizon, yielding 63 distinct entries across the ten topical standards.

Description of the processes to identify and assess material impacts, risks and opportunities

Reference: pages 123 to 127.

"In 2025, we conducted a double materiality assessment in accordance with the ESRS," building on earlier evaluations, the human rights risk assessment and the climate scenario analysis (page 123).

Impact materiality (page 123): potential material impacts are identified through comprehensive research followed by detailed assessment by internal subject matter experts, then prioritised against specific thresholds. The process covers Crop Science, Pharmaceuticals and Consumer Health plus enabling functions, and both own activities and business relationships upstream and downstream. External and internal experts are consulted, working closely with the Sustainability Council, which "receives the list of potential key impacts, reviews it and suggests corresponding additional entries." Bayer uses "an average view with a threshold of 2.5 on a scale of 1 to 5," and prioritises human rights impacts "by giving precedence to severity over likelihood."

Financial materiality (page 123): risks and opportunities are identified through the Group-wide opportunity and risk management system, with ESG risks in a continuously updated risk universe. Quantitative thresholds are explicit: ESG-related risks are material above more than €500 million potential damages; ESG-related opportunities are material above more than €1,500 million potential damages and below 10% likelihood of occurrence, or more than €750 million potential damages and above 10% likelihood.

Material impacts feed the identification of financial risks and opportunities, and "The results of the materiality assessment are approved by the Board of Management" (page 124).

Topic-specific processes are described for climate (E1.IRO-1, page 124), pollution (E2.IRO-1, page 125), water and marine resources (E3.IRO-1, page 125), biodiversity and ecosystems (E4.IRO-1, page 126), circular economy (E5.IRO-1, page 127) and business conduct (G1.IRO-1, page 127). For the circular economy assessment Bayer notes that "No direct consultations were conducted with stakeholders as part of the double materiality assessment; instead, our findings were based on existing data and experiences obtained in continuous dialogue with our stakeholders" (page 127).

Disclosure requirements in ESRS covered by the undertaking's sustainability statement

Reference: page 127; ESRS Index pages 241 to 246; datapoints table pages 247 to 249.

Bayer directs readers to Chapter A 4.5 ESRS Index for the disclosure requirements covered, and to Chapter A 4.6 Data Points From Other EU Legal Regulations for datapoints deriving from other EU legislation (page 127).

On how the boundary was drawn: "Information is assessed as material or nonmaterial within the scope of our double materiality assessment according to the specifications described in ESRS 1, section 3.2. Data points are therefore considered material if they pertain to our material impacts, risks and opportunities and support users of our Sustainability Statement in their decision-making processes" (page 127).

The ESRS Index is presented as a coverage table listing each disclosure requirement taken into account and the section that satisfies it, rather than as a concordance carrying explicit "not material" flags. Disclosure requirements absent from the index are those the double materiality assessment did not find material, with one exception: the datapoints table flags the E1-9 datapoints as "Phase-in disclosure" (page 248), and separately flags the E2-4 E-PRTR pollutant datapoint as "Not material" (page 248).

Bayer states in the basis of preparation that it "did not have to avail ourselves of the option of omitting certain information corresponding to intellectual property, know-how or the results of innovation" (page 103).

Transition plan for climate change mitigation

Reference: pages 134 to 137.

At the core of Bayer's climate strategy is the Transition and Transformation Plan, "published for the first time in 2024 and represents an update of our climate program from 2020," geared toward "limiting global warming to 1.5 °C compared to the preindustrial level in accordance with the Paris Agreement" (page 134).

Target: net zero greenhouse gas emissions by 2050 including the entire value chain, meaning "an at least 90% reduction in absolute Scope 1, 2 and 3 greenhouse gas emissions compared to the base year 2019," with the remaining 10% offset "through long-term emission credits" (page 134).

Decarbonisation levers, Scope 1 and 2, 2026 to 2029 (page 135):

• Conversion to electricity from renewable energies: a further 12 percentage points
• Energy efficiency, production process optimisation and electrification: 2 percentage points
• Decarbonisation of purchased indirect energy sources (heating, cooling): 2 percentage points
• Fleet conversion to electric vehicles by 2030: 1 percentage point

Scope 3 levers (page 135): up to 9.3 percentage points by 2029 in cooperation with suppliers, plus 3.5 percentage points from electrification upstream and downstream, business travel and changes in energy supply. Bayer notes that new technologies "including carbon capture and storage (CCS)" will be needed to reach net zero by 2050.

Investment and funding (page 136): Bayer expects capital expenditure in buildings, plants and processes of at least €100 million in the coming years, "accounted for in our divisions' capital expenditure budgets." This is a downward revision: "In 2024, we published an estimation that the capital expenditure in our plants and buildings necessary through 2029 to achieve our climate targets would be around €200 million. Due to the changed economic situation ... we have had to adjust our estimated capital expenditures for the period up to 2029 to at least €100 million." Bayer states it does "not expect the reduced investment in our own sites to jeopardize the attainment of our climate targets," expecting power purchase agreements to compensate. No capital expenditure figures are published for the years after 2029, and no capital expenditures are currently planned for short-term Scope 3 measures.

Locked-in emissions (page 136): "Like other manufacturing companies, we have potentially locked-in greenhouse gas emissions in connection with production at our sites. We currently expect that our potential locked-in emissions will not jeopardize the attainment of our 2029 climate targets. We will examine the potential locked-in emissions through 2050 in the future."

Approval and governance (pages 134 to 135): "The Transition and Transformation Plan has been confirmed by the Chairman of the Board of Management (CEO) and the ESG Committee of the Supervisory Board." The CEO holds responsibility for climate protection as CSO, and attainment of the Group reduction targets feeds the long-term compensation of the Board of Management and LTI-entitled managerial employees. The plan was developed using "the standards of the Transition Plan Taskforce and CDP."

Progress (pages 135 to 136): Scope 1 and 2 emissions were reduced 25.9% and Scope 3 emissions 12.0% between 2019 and 2025. "With the greenhouse gas emissions reductions achieved so far, we are currently on track to meet the SBTi-validated decarbonization targets."

EU taxonomy and benchmark (page 136): "For fiscal 2025, we were unable to identify any EU taxonomy-aligned sales, capital expenditures or operating expenditures related to climate," so the plan cannot be correlated to taxonomy performance indicators. "We have not been notified for 2025 that we have been excluded from the EU Paris-Aligned Benchmark."

Identification of climate-related risks and scenario analysis

Back-filled from ESRS 2 IRO-1 and the E1 climate scenario analysis section, where this content is disclosed in the FY2025 report (pages 124, 137 to 139). This disclosure requirement did not exist under the 2023 ESRS the report was prepared against.

Reference: pages 137 to 139.

Risk classification (page 137). The double materiality assessment identified three climate risks, explicitly split between physical and transition:

• Physical: "disruption of the value chain and production processes due to extreme weather events and climate-related natural disasters"
• Physical: "decline in demand and associated losses of sales for certain products because the current product range is not fully aligned with the future requirements resulting from the effects of climate change"
• Transitory: "capital expenditure requirement for adaptation of product processes to our reduction targets depending on regulations, legislation or availabilities"

Methodology and scope (pages 137 to 138). Bayer has run a climate scenario analysis "for several years now" covering both physical and transitory risks, deployed through "a cross-functional and cross-divisional team." Coverage has two strands: an "Overarching opportunity and risk assessment for the Bayer Group and its individual business areas, including the upstream, downstream and our own value chains," and, in Crop Science, "agricultural climate modeling based on a comprehensive climate change ensemble dataset." In 2025 Bayer "further developed our own agricultural climate model ... by producing a climate change ensemble dataset based on CMIP6."

Scenarios and temperature projections (page 138). Scenario descriptions are based on IPCC Assessment Report 6:

• Green Road SSP1-1.9, the 1.5 °C-aligned scenario, "which equates to the fulfillment of the climate goals of the Paris Agreement," assuming a rise of 1.6 °C by 2041 to 2060 and 1.4 °C by 2081 to 2100 against preindustrial levels
• Rocky Road SSP3-7.0, the high-emission scenario "that reflects current global behavior," assuming around 2.1 °C by 2041 to 2060 and probably 3.6 °C by 2081 to 2100

Time horizons (page 137): short-term through 2027, medium-term 2028 through 2035, long-term 2036 through 2050, explicitly going "beyond the 10-year horizon of our ERM system and the horizon of the double materiality assessment."

Assumptions (pages 138 to 139). Ten material impact drivers were identified. Transitory drivers are "regulatory requirements, CO2 prices/taxes and border adjustment, agricultural innovation and cultivation methods, commodity prices, end-consumers and customers, and food security." Physical drivers are acute extreme weather events plus three chronic drivers, "namely the water cycle, diseases and temperature changes." The Rocky Road scenario is expected to bring "additional trade barriers that can be manifested in measures such as a Carbon Border Adjustment Mechanism (CBAM)."

Currency and review (page 139): "The results of the scenario analysis are regularly reviewed within the scope of our ERM system," and "our scenario analysis did not identify any business activities that are incompatible with the transition to a climate-neutral economy." Bayer states it will "expand and refine our scenario description and analysis specific to the sites in 2026 and thereafter."

Resilience in relation to climate change

Back-filled from ESRS 2 SBM-3 and the E1 scenario analysis section, where this content is disclosed in the FY2025 report (pages 136 to 139). This disclosure requirement did not exist under the 2023 ESRS the report was prepared against.

Reference: pages 136 to 139.

Basis of the assessment. Bayer does not present a standalone resilience analysis but states that the climate scenario analysis "encompasses elements of a resilience analysis and enables us to analyze the impacts, risks and opportunities of climate change for our business from various perspectives" (page 137), and describes it as an analysis "which also covers the resilience of our business fields" (page 137).

Implications for strategy and business model (page 137). Findings are assessed "relative to our company" and integrated "into our business strategy, enterprise risk management system and actions." The applied scenarios "are in conformity with the climate-related assumptions in the financial statements," evidenced partly by insurance coverage for climate-related natural events "to the extent customary in the industry," and by research and development for product innovations "accounted for accordingly in our financial business planning."

Capacity to adjust or adapt (page 137). "We do not currently see any restrictions on the ability to rededicate, modernize or close existing assets, shift product and service portfolios, and retrain the workforce. Indeed, we see possible opportunities for our products and services when they are used by our customers as part of climate adaptation strategies, such as in the seed business."

Adaptation actions supporting resilience (page 136). For extreme weather events and changing climatic conditions affecting upstream sites, own sites and the downstream chain, Bayer takes these into account "for relevant cases in business continuity plans, take[s] out insurance coverage, invest[s] in modernization measures and undertake[s] other activities, for example in our procurement strategies," with the risks factored into the enterprise risk management system.

Product-level resilience measures include short-stature corn hybrids bred to resist root and stalk lodging, where "Losses in the United States due to bent (lodged) plants amount to between 5% and 25% a year, depending on the severity of weather events," and the FieldView digital farming platform (page 138).

Areas of uncertainty and stated gaps (pages 137 and 139). Bayer is explicit that the analysis is not yet complete at site level: "As part of our continuous improvement process, we will expand this analysis in a targeted manner in the coming years, in particular with regard to the evaluation of the climate resilience of our production sites" (page 137), and "We will expand and refine our scenario description and analysis specific to the sites in 2026 and thereafter" (page 139). For long-term targets Bayer states it is "dependent on the development of the industry as a whole and on political framework conditions" (page 136).

Policies related to climate change mitigation and adaptation

Reference: pages 140 and 146.

Bayer reports a single climate policy framework rather than a set of separate policies: "Our most important framework for the management principles we utilize to make decisions in the area of climate mitigation and adaptation is our Transition and Transformation Plan. This plan is a central element of our overall strategy and establishes targets and actions for the transition to low-carbon business activities, including the reduction of our greenhouse gas emissions in line with the Paris Agreement with the objective of limiting global warming to 1.5 °C compared to the preindustrial value" (page 140).

The company is explicit about the boundary of this disclosure: "For this reason, we do not report on any other concepts in the area of climate change mitigation" (page 140).

A separate policy statement covers adaptation, under "Policies in relation to the adaptation of our business models to climate change [E1-2]" (page 146), which addresses the transformation side of the plan, namely the market potential in healthcare and agriculture arising from climate change adaptation and access to Bayer products and services.

Note on numbering: this entry uses the 2023 ESRS meaning of E1-2 (Policies). The 2025/2026 ESRS E1-2, covering identification of climate-related risks and scenario analysis, is captured separately under the E1-2-ScenarioAnalysis key.

Actions and resources in relation to climate change policies

Reference: pages 140 to 146.

Bayer sets out a roadmap through 2029 that "defines various reduction levels and identifies actions to decrease our greenhouse gas emissions," organised into Scope 1 and 2 actions, Scope 3 actions, actions in agriculture and adaptation actions (page 140).

Procurement of renewable electricity (pages 140 to 141): Bayer plans "to derive all our externally procured electricity from renewable sources by 2029," taking into account "specific criteria such as additionality and geographic proximity to our sites." It "currently already procure[s] 51.2% of our total purchased electricity from renewable energy sources." A long-term renewable energy credit purchase agreement signed with Cat Creek Energy in 2023 is intended to secure 40% of global and 60% of US purchased electricity demand from renewable sources; however, "As the corresponding power generation facilities are not yet operational, no RECs were purchased in 2025 under the agreement," with full capacity expected during 2028 and RECs purchased by other means in the interim.

Energy efficiency (page 141): process innovations, efficient technologies and optimised energy management systems, supported by certification to ISO 14001 and ISO 50001.

Further action sets cover Scope 3 reductions through 2029 (page 142), Scope 1, 2 and 3 through 2050 (page 144), reduction of greenhouse gas emissions in agriculture (page 145) and adaptation of business models to climate change (page 146).

Note on numbering: this entry uses the 2023 ESRS meaning of E1-3 (Actions). The 2025/2026 ESRS E1-3, covering resilience, is captured separately under the E1-3-Resilience key.

Targets related to climate change mitigation and adaptation

Reference: pages 146 to 148.

2029 Scope 1 and 2 target. Set in 2020: a 42% reduction in absolute combined Scope 1 and 2 emissions by 2029 against a 2019 base of 3.76 million metric tons of CO2 equivalents. "Our combined Scope 1 and 2 target was once again validated by the SBTi in 2024; it is commensurate with the target path of 1.5 °C." Remaining emissions from own operational processes are to be offset by 2030 through certificates from verified climate protection projects.

Progress in 2025 (page 146): combined Scope 1 and 2 emissions were down 25.9% against 2019 (2024: 21.3%). Scope 1 alone was down 9.4% (2024: 9.4%), a reduction of 0.19 million metric tons. Market-based Scope 2 was down 46.3% (2024: 36.8%), a reduction of 0.78 million metric tons. Location-based Scope 2 was down 16.3% (2024: 6.8%).

2029 Scope 3 target (pages 146 to 147). Originally a 12.3% reduction by 2029 covering five categories (3.1, 3.2, 3.3, 3.4 and 3.6), validated by the SBTi in 2020 on a "well below 2 °C" path. Adjusted in 2024 and revalidated: a 25% reduction in Scope 3 emissions by 2029 against 2019, now covering all Scope 3 categories, which restates the 2019 base from 8.82 to 10.34 million metric tons. In 2025 Scope 3 was down 12.0% against the updated base, a reduction of 1.24 million metric tons.

Net zero 2050 target (page 147). A 90% reduction in absolute Scope 1, 2 and 3 emissions against 2019, with the remaining 10% offset through certificates with long-term carbon capture. Validated by the SBTi in 2024 and aligned with the UN SDGs, the Paris Agreement and the UN Global Compact Business Ambition for 1.5 °C. Including all Scope 3 categories restates the 2019 total baseline to 14.10 million metric tons. In 2025 total emissions were down 15.7%, a reduction of 2.21 million metric tons.

Agriculture intensity target (pages 147 to 148). Bayer aims "to enable our farming customers to reduce their on-field greenhouse gas emissions per mass unit of crop produced by 30% by 2030," against a weighted base-year intensity built from crop-country combinations using harvest year 2021 or 2022 data, weighted using FAO production volumes and Bayer market share.

Limitations Bayer states (page 147): "We have set our greenhouse gas emissions reduction targets for the years 2029 and 2050. We have not defined any other target years." On Scope 3, "there are only indirect, limited opportunities to exert influence," and "At present, we can see that the global community is not doing enough to meet the Paris climate goals. One example is the insufficient availability of renewable energies."

Energy consumption and mix

Reference: pages 149 to 150. Table A 4.2.2/1.

Total energy consumption fell to 8,855 thousand MWh in 2025 (2024: 9,055 thousand MWh).

Mix: the fossil share fell to 72.7% (2024: 77.9%) and the renewable share rose to 22.7% (2024: 17.2%), with nuclear at 3.2% and other nonrenewable at 1.3%. Self-generated nonrenewable energy production was 6,986 thousand MWh (2024: 6,867).

Sector classification (page 150): "All business areas of our company are classified as high climate impact sectors according to the NACE definition," with Crop Science under Section A Agriculture and Pharmaceuticals and Consumer Health under Section C. Energy intensity is therefore calculated against Group sales.

Basis of preparation (page 149): data is collected annually from all environmentally relevant sites, defined as those with annual energy consumption above 1.5 terajoules and/or annual water withdrawal at or above 50 Tm3. Site officers enter measured data for January through October and estimates for November and December, validated centrally. Bayer notes that "All metrics reported in our Sustainability Statement are verified by our auditor but are not subject to any additional certified external audit."

Gross Scopes 1, 2, 3 and Total GHG emissions

Reference: pages 151 to 155.

Direction of travel is mixed. Combined Scope 1 and Scope 2 market-based emissions fell 5.8% year on year, "attributable primarily to the increased share of electricity procured from renewable energies." However, "In Scope 3, our greenhouse gas emissions rose slightly by 0.28 million metric tons of CO2 equivalents," and total market-based emissions rose 0.9% against 2024.

Composition: "Category (3.1) purchased goods and services accounts for the most significant share of our Scope 3 greenhouse gas emissions, at around 69%."

Emissions trading (page 154): "In 2025, approximately 14% of our Scope 1 greenhouse gas emissions were generated at sites that are subject to a regulated emissions trading scheme in which we participate (2024: 13%)." Bayer participated in European emissions trading with five plants (2024: five), whose emissions were approximately 256,550 metric tons of CO2 equivalents (2024: approximately 248,000).

Methodology changes in 2025 (page 151): the number of reportable Scope 3 categories was increased to 15. Although analysis showed the additional emissions were "low in relation to overall emissions, we nonetheless included them in Scope 3 reporting and the calculation of the reduction target." Changes also occurred in transport-related categories (3.4) and (3.9), including use of the EcoTransIT database and separate reporting of category (3.9). Scope 3 calculation follows the GHG Protocol Corporate Value Chain Standard, with emissions factors from input-output models and life-cycle data.

Bayer reports that some emissions "are very complex" and "have so far not been included in the calculation of Scope 3," and states a goal of increasing primary data, including in categories (3.5) waste generated in operations and (3.6) business travel.

GHG removals and GHG mitigation projects financed through carbon credits

Reference: pages 155 to 156.

Offsets purchased. Bayer "offset 0.91 million metric tons of CO2 equivalents in 2025 (2024: 0.71 million metric tons)," resulting "from reductions outside of our value chain" and covering its own Scope 1 and 2 operational emissions.

Quality of credits. "We exclusively purchased certificates from nature-based solutions in 2025, especially forest conservation and agriculture projects. 56% of the CO2 certificates originated from projects aimed at reducing CO2 emissions." Projects are implemented in Brazil, Cambodia, Indonesia, Paraguay, Sierra Leone, the United States and Uruguay, and "No projects were supported in the European Union." All certificates "lie outside the scope of corresponding adjustments for trade in carbon credits between governments." In 2025, 100% of purchased certificates were verified to external standards such as the Verified Carbon Standard, CCB or EcoRegistry (2024: 100%), with an independent external service provider also assessing quality and integrity.

Eleven purchase criteria are defined: "transparency, additionality, permanence, measurability, quality/standards, innovation, impact, co-benefits, no leakage, no double counting and no net harm."

Removals through the Bayer Carbon Program. The programme "financially supports farmers who adopt agricultural practices through which, for example, more greenhouse gas emissions can be stored in the soil," with reversal risk managed through remote sensing, field samples, annual review of all participating fields, corrective measures and buffering capacities. "No notable reversals were determined for Bayer programs." Bayer "acquired the equivalent of 0.17 million metric tons of CO2 from this program in 2025 (2024: 0.1 million metric tons)." However, "Owing to delays in the registration authorities, no greenhouse gas certificates were issued in 2025 (2024: more than 359,000)," with the next project presentations for India and the United States planned for 2026.

Air travel. Bayer offset 0.13 million metric tons of CO2 equivalents from air travel in 2025 (2024: 0.21 million).

Claims. "In 2025, we did not make any product-related statements on or assert any claims to greenhouse gas neutrality in connection with the use of CO2 certificates."

Internal carbon pricing

Reference: page 157.

Bayer applies an internal CO2 shadow price of €100 per metric ton of CO2 equivalents in the calculation of capital expenditure, covering "the greenhouse gas emissions expected with a 10-year use of the investment," in order "to make the carbon footprint of a capital expenditure visible for the decision-making process" and support decisions in favour of more climate-friendly options.

Scope of application is narrow and Bayer says so plainly. The price "is applied on a project-related basis," and "Although there were no projects with a volume exceeding €10 million in 2025 for which the CO2 shadow price was applied, the concept serves as a decision-making aid for our capital expenditure projects." Beyond that decision-making role, "the internal CO2 price is not additionally applied in the assessment of the useful lives, residual values or impairment of our assets, or of the fair value of assets acquired through corporate acquisitions."

Criteria used to set the €100 price:

• Conformity with the price of CO2 emissions certificates within an emissions trading system
• Conformity with the price of a carbon tax
• Societal costs of carbon
• Price and cost of voluntary carbon compensation certificates
• Cost of measures needed to attain greenhouse gas emissions reduction targets
• Valuation compared with competitors

Policies related to pollution

Reference: pages 158 to 165.

Bayer reports two distinct policy sets under E2-1.

Pollution due to incidents (pages 158 to 160). The Health, Safety, Environment (HSE) Management and HSE Key Requirements Policy is "geared toward reducing negative impacts related to pollution, particularly of air, water and soil." Its requirements cover:

• Management of water and air emissions: all sites must "identify, evaluate, manage, monitor and document relevant environmental matters and impacts," including wastewater, air emissions, waste, noise and light exposure, and pollution of soil, groundwater or other media
• Reduction of environmental risks: actions to mitigate identified impacts and ensure compliance with current regulations and internal and external obligations
• HSE risk mitigation management: systematic identification and analysis of HSE hazards, documented HSE action plans, and internal communication of the risk analysis to decision-makers and affected stakeholders
• Soil and groundwater management: identification, evaluation, monitoring and documentation of soil and groundwater pollution
• Waste management: an inventory of wastewater, waste gas and waste streams with composition, volume, disposal route and emission control thresholds, following the waste hierarchy and best available technologies

Substances of concern and very high concern (pages 163 to 164). A separate global policy governs the assessment of chemical substances, containing "a comprehensive approach to ensuring compliance with legal provisions, administering safety data, monitoring the supply chain, training personnel and maintaining organizational oversight." The policy describes how Bayer monitors substances identified by the European Chemicals Agency, with "strict controls, regular monitoring and continuous improvement initiatives to protect human health and the environment."

The driver for the second policy set is disclosed at page 163: "new and updated regulatory restrictions on the sale of products containing SVHCs could lead to reduced sales of impacted products," alongside potential operational disruptions and business continuity problems from supply chain interruptions.

Actions and resources related to pollution

Reference: pages 161 to 165.

Integrating HSE across global operations (pages 161 to 162). Bayer operates "a process-oriented management system for health, environmental protection and safety across all sites and countries, supported by a document management system." This covers hazard identification and risk assessment "for all routine and nonroutine work," employee involvement in identifying and assessing risks, and consideration of health, safety and environmental matters in product and process development, "including substituting hazardous substances, conserving energy and resources, and applying the principles of inherently safer design."

Operating procedures are established with safety training before task execution and regular refresher training. "A global health, safety and environmental audit program based on ISO 19011 is in place that encompasses both general HSE audits and process & plant safety audits." Actions are "globally implemented at all relevant production sites and are ongoing."

Resourcing is explicit: "A health, safety and environment officer is assigned to each production site who is entrusted with overseeing safety, prevention and causal analysis and has at their disposal the necessary budget for these activities" (page 162).

Process and plant safety management (page 162). The system rests on "seven critical pillars of action," including organisation and personnel, risk identification and assessment, and operational control.

Substances of concern (page 165). A further action set addresses the handling of substances of concern and very high concern, with supplier engagement concentrated on "strategically important suppliers for production" to "promote a culture of sustainability and ethical practices in the supply chain right from the outset" (page 163).

Targets related to pollution

Reference: pages 165 to 166.

Bayer sets no pollution targets and says so directly: "We have not set ourselves measurable, time-dependent, results-oriented targets with regard to our impacts, risks and opportunities in the area of pollution (apart from greenhouse gas emissions). Nor do we currently plan to set such targets, as we constantly seek improvements to minimize the material impacts and risks associated with pollution and waste in accordance with our Health, Safety, Environment (HSE) Management and HSE Key Requirements Policy."

The stated rationale is regulatory: "The area of health, safety and the environment is highly regulated in many scenarios. All legal and other requirements must be complied with. We therefore do not have any additional targets" (page 165).

Effectiveness in the absence of targets is tracked through the HSE management system, which Bayer describes as a formalised system that "helps to ensure that employees are informed about responsibilities and processes to meet legal and regulatory requirements." The supporting HSE principles commit Bayer to:

• Integrate HSE into business strategies and processes
• Systematically identify, assess and manage HSE risks along the value chain and throughout the entire product life cycle
• Provide the resources needed to account for the HSE principles
• Manage HSE performance and the development of yearly and long-term HSE targets "to achieve continuous and sustainable improvement"
• Review compliance with internal and external HSE requirements through audits
• Promote awareness of HSE and make every employee aware of their responsibility

Note the internal tension worth flagging: Bayer states it has no pollution targets, while the HSE principles refer to developing "yearly and long-term HSE targets" (page 166).

Substances of concern and substances of very high concern

Reference: pages 166 to 168. Table A 4.2.3/2.

Method. Quantities procured and sold rest on "a data model that combines data from the areas of environment, health and safety with transaction data from procurement and finance," augmented with the CLP Regulation and REACH Regulation. Substances of concern are those listed in Annex VI Part 3 of the CLP Regulation under an ESRS hazard class; substances of very high concern follow the ECHA candidate list under Articles 57 and 59(1) of REACH.

Two hazard groupings are defined (page 166):

• Class A, corresponding to SVHC properties: carcinogenicity cat. 1, germ cell mutagenicity cat. 1, reproductive toxicity cat. 1, endocrine disruption for human health and for the environment, PMTs, vPvMs, PBTs and vPvBs
• Class B, other hazard classes: carcinogenicity cat. 2, germ cell mutagenicity cat. 2, reproductive toxicity cat. 2, airway and skin sensitisation cat. 1, chronic aquatic toxicity cat. 1 to 4, hazardous to the ozone layer, and STOT RE and STOT SE cat. 1 and 2

Quantities in purchased materials, thousand metric tons (page 167):

Bayer notes that "The procured quantity of substances of concern and substances of very high concern according to ESRS regularly exceeds the quantities we sell as products or components of products," attributable to production processes such as chemical conversions.

Restatement. The 2024 figures are restated. Bayer had reported these substances for the first time in 2024 using "an externally produced data model"; "Because of an error that we identified in this external data model, we have changed the calculation over to a revised, internally produced data model, resulting in corrections to the figures reported for 2024" (page 105). The total volume of substances of concern in procured materials originally reported for 2024 was 321 thousand metric tons, and in products sold 23 thousand metric tons (page 168).

Stated exclusion: "Medical devices from the area of radiology are not included in the current figures because of insufficient data" (page 167).

Policies related to water and marine resources

Reference: pages 168 to 170.

Bayer reports two policy strands under E3-1.

Water scarcity from own water consumption (pages 168 to 169). The Bayer Water Position "shows how we conserve water resources and improve water usage efficiency both within and outside the company," with four stated aims: improve water management in own operations, involve suppliers, develop innovative solutions for customers, and support municipal projects.

On own operations: "we strive to apply strict standards worldwide. This commitment encompasses compliance with all international and local laws and the continuous improvement of water reuse, water recycling and wastewater treatment. We monitor local water consumption of our sites as well as the volumes and quality of our emissions around the world and would thereby like to ensure that water bodies are not polluted or endangered through wastewater."

Water availability through product and service innovations (page 170). A second policy strand addresses the positive impact side: "As an innovation-driven company, we continuously strive to offer solutions, promote practices and foster partnerships that contribute to the resilience of agricultural systems."

Note that the datapoints table flags the ESRS E3-1 datapoint on sustainable oceans and seas (paragraph 14) as "Not material" for Bayer (page 248).

Actions and resources related to water and marine resources

Reference: pages 170 to 171.

Water management systems in water-scarce regions (page 170). "To pursue the objectives of our water strategy, we are currently establishing water management systems at all relevant sites in regions affected by water scarcity. The establishment of water management systems at all relevant sites is scheduled for completion by 2030."

Each system "is designed individually on the basis of a detailed analysis that takes into account local circumstances and the relevant parameters of our water supply and disposal," because local situations vary widely. Identified risks are addressed "with locally adapted countermeasures such as the establishment of alternative supply sources, the improvement of wastewater quality or wastewater recirculation." Accompanying management measures include "regular employee training in water management and participation in roundtables with regulatory authorities and residents." The scope "encompasses our global activities and all departments within the organization."

Product and service innovations (pages 170 to 171). Alongside the negative impact on water availability, Bayer identifies a positive impact through products and services enabling more efficient water management. Named innovations include "the development of more resilient seeds and varieties (e.g. early varieties, stress tolerance, improved resilience to flooding)," with the examples Seminis Aryaman tomatoes, Deltapine cotton varieties and Arize hybrid rice. Bayer also promotes "digital enablement and good agronomic practices, as well as the use of partnerships, to advance water-efficient agriculture at scale."

Targets related to water and marine resources

Reference: pages 171 to 172.

Bayer discloses two water targets.

Crop Science water productivity target. "In our Crop Science Division, we have set ourselves the target of supporting our smallholder customers in increasing water productivity by 25% by 2030 against a 2019 to 2021 average baseline through the transformation of rice cropping in the relevant regions where Bayer operates, starting in India." The target centres on the DirectAcres Initiative, supporting the shift from transplanted puddled rice to direct seeded rice.

The indicator is "water productivity," defined as kilograms of crop yield per volume of water used, the ratio of area-weighted yield to area-weighted water use across target rice-growing states in India. The baseline is a three-year rolling average for 2019 to 2021, giving baseline water productivity of 0.2547 kg/m3.

Progress, reported with a one-year lag: "Based on the data collected for the year 2024, the area-weighted water productivity increased by 1% against the 2019 to 2021 baseline. This improvement in water productivity is attributed to a reduction of 24% in water use per hectare and to an increase of 12% in the average yield per hectare in line with the transition from transplanted rice (TPR) to direct seeded rice (DSR)." Field data and satellite and remote sensing data are used.

Pharmaceuticals and Consumer Health withdrawal target (pages 171 to 172). These divisions "aim to reduce water withdrawal by 20% compared to the base year 2024" by 2030, "weighted by the local water scarcity and our share of the region's total withdrawal." Weighting uses two parameters, local water stress at the withdrawal site and Bayer's share of total regional withdrawal, drawing on "projections from the WRI Aqueduct Atlas for 2030 in the Business-as-Usual (BAU) scenario."

Bayer discloses a limitation on stakeholder involvement: the reduction and its weighting "are thus based on conclusive scientific evidence, but were decided without direct involvement of external stakeholders."

Progress: "In 2025, the weighted water withdrawal was 192 m3. This corresponds to a reduction of 10% compared to the base year 2024 at 214 m3" (page 172).

Water consumption

Reference: pages 172 to 173.

Total water consumption in 2025 was 21.35 million m3 (2024: 21.01 million m3), calculated "as the difference between the volume of water withdrawn and the volume discharged." Consumption therefore rose year on year.

Basis of preparation (page 172). Data on water withdrawal and discharge at each environmentally relevant site "is collected by local working groups according to local and global internal standards. At almost all sites, data is collected through direct measurement (e.g. through water meters or calibrated pumps)." Environmentally relevant sites are those with annual energy consumption above 1.5 terajoules and/or annual water withdrawal at or above 50 Tm3; data from sites below the thresholds "has no relevant influence on the overall environmental data."

A dedicated HSE officer at each site enters data once a year into a central reporting platform "that records the measured data for January through October and the estimated data for November and December," with estimates based on prior-year data adjusted for special events or on extrapolated current-period data. "The data is then reviewed and validated by a central team to ensure its accuracy and completeness."

Bayer also reports water consumption in regions affected by water risks according to ESRS, including regions of high water stress (page 173).

Transition plan and consideration of biodiversity and ecosystems in strategy and business model

Reference: page 173.

Bayer does not present a separate biodiversity transition plan. It states that "Through the identification, evaluation and prioritization of the impacts, risks and opportunities of our business model along our value chain, we identified material matters related to biodiversity and ecosystems within the scope of our double materiality assessment."

On resilience, the disclosure is explicit that no separate analysis was performed: "These are also related to the resilience of our strategy; an additional resilience analysis was therefore not conducted in 2025."

The accompanying E4.SBM-3 disclosure sets the boundary of what Bayer considers material (page 173): "We operate in a heavily regulated environment that requires compliance with laws and regulatory requirements. In our double materiality assessment, we did not identify any material impacts on biodiversity, ecosystems and endangered species with regard to our sites' normal operations." The material impact sits downstream instead: "Exceeding the legal safety limits when using our products as part of the downstream value chain can contribute to soil degradation and the reduction of flora and fauna biodiversity on agricultural land. This potentially negative impact was assigned to the land degradation sustainability matter."

The datapoints table flags the ESRS 2 SBM-3 E4 datapoints at paragraph 16 (a) i, 16 (b) and 16 (c) as "Not material" (page 248).

Policies related to biodiversity and ecosystems

Reference: pages 174 to 179.

Product stewardship (pages 174 to 175). The principal instrument is the Product Stewardship Commitment, Principles and Key Requirements Policy. The commitment "applies throughout the life cycle of our seeds (including genetically modified plant traits), biologics and crop protection products, and services in our portfolio." Bayer describes product stewardship as maintaining "the availability of high-quality products, services and best practices to ensure compliance with the legal and regulatory requirements, facilitate trade, maximize product potentials and sustainability, and at the same time minimize risks to the health of people and animals, as well as to the environment." The principles are oriented to product life cycles and therefore cover both own operations and the value chain.

Reputational risk (pages 177 to 178). A second policy strand addresses the material financial risk of "negative public perception due to our products and business practices," recorded in the consolidated SBM-3 table under the biodiversity standard.

A third policy grouping covers further biodiversity impacts (page 179).

The datapoints table flags two E4-2 datapoints as "Not material" for Bayer: sustainable oceans and seas practices or policies, and "Policies to address deforestation, paragraph 24 (d)" (page 248).

Actions and resources related to biodiversity and ecosystems

Reference: pages 175 to 180.

"Our core actions to reduce the potential contribution to soil degradation and the decline in the biodiversity of flora and fauna on agricultural land encompass the processes for the research, development and approval of our agricultural products, the safe use of our products and the management of incidents" (page 175).

Bayer states plainly what it does not do: "Offsets for biodiversity that are specifically aligned with the diversity of ecosystems, species and genes are not currently part of our actions" (page 175).

Research, development and product registration (pages 175 to 176). In Crop Science, research and development spans "seeds and plant breeding, biotechnology and gene editing, crop protection, biological products, as well as digital solutions and data analysis," aimed at making farming "more resilient, productive and environmentally compatible."

Further action sets cover reputational risks (page 178) and additional biodiversity impacts (page 179).

Bayer positions crop protection within the mitigation hierarchy at page 181, stating that offering products "that have the same or better benefits for farmers, while having less impact on the environment ... contributes to 'minimization' as regards the mitigation hierarchy policy according to ESRS."

Targets related to biodiversity and ecosystems

Reference: pages 181 to 182.

Bayer's biodiversity targets are partial, and the company is explicit about the gaps.

Where no targets are set (page 181): "We have not currently formulated any targets directly related to the reputation risk identified in the double materiality assessment arising from the negative public perception of our products and our business. We also have not currently defined any targets directly related to the positive impact associated with the reduction in the pressure of additional land-use change. In both cases, we are unable to establish clear targets due to various factors that are not entirely in our control."

In place of targets for those two matters, Bayer commits to "further promote our positive impacts through our own actions and also strengthen society's trust in our products, for example by making the scientific fundamentals and approaches behind them more accessible and comprehensible. This includes publishing our research as well as safety information pertaining to our future agricultural innovations."

Where a target is set (pages 181 to 182): reducing the environmental impact of crop protection products. Bayer frames this against the IPBES finding that biodiversity decline "is primarily attributable to land-use change, resource exploitation, climate change, pollution and invasive species," and argues that crop protection "has enabled humanity to meet a constantly growing demand for food and animal feed, as well as raw materials for the energy and textile sectors while minimizing land usage," which it presents as "a vital step in reducing the necessity of further agricultural land-use change." Performance against this target is reported under E4-5.

Impact metrics related to biodiversity and ecosystems change

Reference: pages 182 to 183.

The Crop Protection Environmental Impact Reduction (CP EIR) indicator. "Our CP EIR assessment compares the impacts of crop protection products. The calculation results in a numerical Environmental Impact Score per application scenario. The score depends mainly on the environmental profile of the active ingredient applied in the field, the amount applied and other factors influencing emissions into the environment, such as application method and timing."

Result: "According to available data, we reduced the treated-area-weighted environmental impact per hectare of our global crop protection portfolio between 2020 and 2024 by approximately 14% against the 2014 to 2018 baseline. This reduction corresponds to our assumptions." Progress is reviewed annually as part of the Crop Science planning process, and the reduction "is mainly due to the continuous transformation of our crop protection portfolio."

Scope and method (page 182). The indicator includes "all Bayer crop protection products that can be characterized by PestLCI and USEtox, are applied in the field worldwide and are recorded in the AgroWin system." Data is collected by external suppliers for a single growing season.

Reporting lag and data provenance are disclosed as limitations. "The previous year's data normally is not available until the fall of the following year due to the different dates for data collection in different regions and to the processing of the data, which means that the performance reporting is delayed by one year." On credibility: "only third-party data, including substance characteristic data, is used for the models," although "The crop protection application data in the AgroWin system mainly originates from external data providers. A part of this data is based on our internal estimates."

Policies related to resource use and circular economy

Reference: pages 183 to 185.

Bayer's circular economy policy disclosure is framed entirely around waste, which is the only resource-use sustainability matter its double materiality assessment found material.

The Health, Safety, Environment (HSE) Management and HSE Key Requirements Policy "describes our approach to dealing with waste-related impacts by taking into account comprehensive waste management practices. The policy addresses the shift away from the use of new resources by giving precedence to waste avoidance, promoting recycling wherever possible, and ensuring the safe and environmentally compatible disposal of unavoidable waste, which in turn increases the relative use of" secondary materials (page 183).

The policy operates alongside the Waste Management Policy and the Bayer Supplier Code of Conduct, both cited in the E5-2 actions disclosure as governing the same impacts (page 185).

Bayer notes at page 118 that the 2025 revision of the double materiality assessment reassessed one circular economy matter downward: "the positive impact with regard to waste reduction through the recycling and reuse of materials from production processes was now assessed as nonmaterial."

Actions and resources related to resource use and circular economy

Reference: pages 185 to 186.

"Our actions related to waste pertain particularly to effective waste management and the conscious handling of contrast agents."

Bayer pursues "a comprehensive approach to the management of waste-related impacts in accordance with our Health, Safety, Environment (HSE) Management and HSE Key Requirements Policy, our Waste Management Policy and the Bayer Supplier Code of Conduct." Operational actions include:

Inventory management: "Keeping a current inventory of all waste streams, including detailed information about the name, description, source, volume, composition, hazard classification, and final treatment and disposal of each type of waste."

Audits:

• "Implementing a global internal HSE audit program based on the international ISO 19011 standard"
• "Assessing suppliers' sustainability performance with regard to implementing the Bayer Supplier Code of Conduct. Suppliers are assessed either on site through an audit conducted by independent auditors or using an online assessment by EcoVadis"

The second action strand addresses contrast agents, reflecting the radiology business within the Pharmaceuticals Division.

Targets related to resource use and circular economy

Reference: pages 186 to 187.

Bayer sets no formal circular economy targets and states this directly: "We currently do not have any formalized targets in connection with our impacts with respect to waste."

In place of targets, the company describes the activity it relies on instead: "we want to sustainably optimize our activities and production processes by ensuring the efficient use of energy and raw materials, minimizing emissions and waste, and keeping wastewater emissions as low as possible. Waste management and recycling activities are thus systematically implemented to reduce material consumption and disposal volumes." Sites "develop their own policies and targets for a sustainable future, with different priorities and measures to protect the environment," so target-setting is devolved rather than absent at site level.

Named programmes and commitments:

• Proper disposal of obsolete inventories or waste, "particularly in the crop protection industry," in cooperation with industry associations and international organisations "to support the proper collection and disposal of obsolete crop protection products in various countries"
• Global support for programmes for "the safe recycling and disposal of empty packaging and containers, with successful disposal programs already having been established in several countries"
• The Consumer Health Division "has signed the Charter for Environmentally Sustainable Self-Care of the Global Self-Care Federation to promote industry-wide progress in addressing environmental challenges, including sustainable packaging"

Principles for responsible product management sit in the Product Stewardship Policy and the HSE Management and HSE Key Requirements Policy.

Resource outflows

Reference: pages 187 to 189.

Waste streams and composition. "Our waste consists of hazardous and nonhazardous waste as defined by local regulations. Waste management is strictly regulated by local laws and internal company rules. Each of our sites must have an up-to-date waste registry containing the following information for each waste stream: name, description, origin and volume (metric tons), and sufficient details on the composition, hazard classification, treatment and final disposal."

Main streams differ by division. "The most frequent waste streams originate from the manufacture, formulation (mainly industrial wash liquids and mother liquors), discharge and use of pharmaceuticals and crop protection product packaging (including separately collected municipal packaging waste), absorbents, filter materials, cleaning cloths and protective clothing." Waste materials contain "pharmaceuticals and raw materials for crop protection and seed treatment products, metals and minerals in laboratory waste, biomass in seed treatment processes, and recyclable waste such as plastics and paper."

Products are outside the circular model, and Bayer says why. "Our finished products, such as pharmaceuticals, crop protection products and seeds, are used almost exclusively as consumable materials for which reuse through recycling or recovery processes, as outlined in the circular economy approach, is not possible. Due to significant regulatory and technical hurdles, the recovery of products from pharmaceutical and chemical production waste is only performed in individual cases. For this reason, the data point 'preparation for reuse' required according to ESRS is not material and not included in Table A 4.2.6/1."

Basis of preparation. "The waste volume is directly measured by the sites after its generation and then once again after its disposal," with measured data for January through October and estimates for November and December entered annually by HSE officers and validated centrally. Waste data "is strictly monitored by the local authorities in accordance with local regulations," with approval authorities examining waste streams and channels and disposal "regularly monitored by the authorities."

Waste

Reference: pages 188 to 189. Table A 4.2.6/1.

Total waste generated fell to 969 thousand metric tons in 2025 (2024: 1,021 thousand metric tons).

Radioactive waste "is generated in our own facilities through research and development in the Crop Science and Pharmaceuticals divisions."

Non-recycled waste. "The volume of nonrecycled waste was 433.53 thousand metric tons in 2025 (2024: 462.29 thousand metric tons), corresponding to a share of 44.7% of our total waste (2024: 45.3%)." Non-recycled waste is calculated "as the difference between the total waste volume and the volume of" recycled waste.

Both absolute waste and the non-recycled share improved year on year, with hazardous waste down 5.5% and total waste down 5.1%.

Datapoint excluded. The ESRS datapoint "preparation for reuse" is not included in table A 4.2.6/1, because Bayer's finished products "are used almost exclusively as consumable materials for which reuse through recycling or recovery processes, as outlined in the circular economy approach, is not possible" (page 189).

Policies related to own workforce

Reference: pages 191 to 200.

Bayer reports six policy strands under S1-1, one general and five matched to material sub-topics.

Human Rights Policy (pages 191 to 192). The policy "comprises clear standards and rules that apply at Bayer, including and particularly in relation to child labor and forced labor (including human trafficking)," and "obligates us to respect human rights within our own operations and promote them in our business relationships. This applies to all Bayer employees worldwide and also includes the entire value chain. It is therefore just as applicable to our suppliers, business partners, customers, consumers and local communities." In accordance with the UN Guiding Principles on Business and Human Rights, Bayer applies "a risk-based approach that takes into account the current legal situation and builds on existing (internal) processes," beginning with a risk management system for comprehensive risk analysis.

Topic-specific policies:

• Fairness and respect at work (page 195)
• Training and development (page 197)
• Adequate wages (page 198)
• Preventive health (page 199)
• Health and safety (pages 199 to 200)

These sit alongside the Code of Conduct, which "outlines the ethical principles and standards that all employees must adhere to, including compliance with laws and regulations, integrity in business practices, respect for human rights, environmental stewardship, and commitment to fair and respectful treatment of all stakeholders," applies to all employees including executives, and integrates the UN Global Compact, the Universal Declaration of Human Rights and ILO standards (page 128).

Processes for engaging with own workforce and workers' representatives about impacts

Reference: pages 193 to 195.

Bayer's engagement disclosure is framed around freedom of association, works councils and information, consultation and codetermination rights, as well as social dialogue.

As described under S1.SBM-2 (page 116), engagement runs through the Ownership Pulse global employee survey, surveys on the Dynamic Shared Ownership operating model, "coffee chats with the Board of Management and area heads, as well as town hall meetings to obtain opinions and questions from Bayer's own workforce." In Germany, "our own employees elect their representatives in works council elections held every four years. The same applies to the election of the Managerial Employees' Committee and of the disabled employees' representatives." Works council members "engage in regular discourse with personnel liaison officers and union representatives."

Accountability is named: "Both our Board of Management and our Supervisory Board are continuously notified about the perspectives and interests of our workforce, for which Heike Prinz is responsible on the Board of Management as Chief Talent Officer and Labor Director. On the Supervisory Board, 10 employee representatives also represent these perspectives and interests" (page 116).

Since 1991 an agreement has governed employee representation through a European works council, the Bayer European Forum, most recently amended in 2022 (page 203). Findings from engagement "are also integrated into our double materiality assessment process through the responsible topic experts."

Processes to remediate negative impacts and channels for own workforce to raise concerns

Reference: pages 192 to 193.

"We cultivate an open and transparent culture. We encourage employees and third parties to raise their concerns with regard to compliance, thereby promoting an environment in which everyone feels able to express concerns."

The Speak Up Channel is the central mechanism: "Employees can use our global Speak Up Channel in numerous languages. This is a secure grievance process hosted by an external provider at Bayer that gives everyone (including the public) the opportunity to report alleged compliance violations confidentially (and anonymously, wherever permitted by local law)." Employees and third parties can also contact the compliance department directly at Speak.up@bayer.com.

Reporting is mandatory, not optional: "If employees believe an activity or behavior could represent a material compliance violation, they have an obligation to report this."

Bayer also "provide[s] information, resources and guidance to prevent violations of the law or company rules." Volumes handled through these channels are reported under S1-17: 621 grievances through the general Speak Up Channel in 2025 and 101 entries in the Fairness and Respect at Work category of the case management system (page 205).

Taking action on material impacts on own workforce, and approaches to managing material risks and pursuing material opportunities

Reference: pages 195 to 201.

Bayer reports five action strands under S1-4, each paired with the corresponding S1-1 policy:

• Fairness and respect at work (pages 195 to 197)
• Training and development (pages 197 to 198)
• Adequate wages (pages 198 to 199)
• Preventive health (page 199)
• Health and safety (pages 200 to 201)

The health and safety actions are the most fully specified elsewhere in the statement: Bayer has "established a health and safety management system at all our sites that complies with recognized international standards (such as ISO 45001) and covers 100% of our workforce" (page 203). The stated focus is "taking consistent precautions - to ensure healthy working conditions and safety in day-to-day work, in the operation of production facilities, and on work-related travel and transportation routes," with those ambitions now being extended to the supply chain.

On adequate wages, the operative action is the payment of a living wage as standard practice on both permanent and temporary contracts, reviewed annually against Business for Social Responsibility data and implemented at country level (page 204).

Effectiveness for these actions is tracked through the metrics reported under S1-14, S1-16 and S1-17 rather than through a target set for each strand; the only workforce target disclosed is the gender balance aspiration under S1-5.

Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities

Reference: pages 201 to 202.

Bayer's single disclosed workforce target concerns global gender balance. The company monitors "our global representation (gender, generation, nationality) of our top management (top 450 executives, including our Board of Management)," noting that as a German-headquartered company it is "subject to certain statutory regulations related to the composition of our Supervisory Board and Board of Management."

Performance: "In 2025, the proportion of women in top management remained unchanged and stood at 35.1% at year-end (2024: 35.1%). The average share of women across all management levels in 2025 was 44.2% (2024: 44.1%). Accordingly, we have achieved our aspiration of raising the global share of women in top management to 33% by 2025."

The target is being withdrawn in its quantified form. "From the 2026 reporting year onward, Bayer will no longer disclose quantified gender representation aspirations but rather report on our aspiration to achieve gender balance at each managerial level, showing year-on-year progress." Further aspects such as ethnic background "are integrated into our aspirations for our regions and country organizations," and "All aspirations are managed in a manner consistent with local legal and regulatory frameworks."

Aspirations are measured in percentages against 2020 data, covering entire management and top management at global level. Bayer frames the underlying commitment as "identifying, developing and advancing the best qualified people through fair, consistent and inclusive talent processes."

Characteristics of the undertaking's employees

Reference: pages 202 to 203. Table A 4.3.1/1.

Bayer had 89,237 employees worldwide as of December 31, 2025 (2024: 94,081), a reduction of 4,844 or 5.1%. In full-time equivalents, defined on contractually agreed working hours, the figure was 88,078 (2024: 92,815).

Casual employees comprise seasonal employees, apprentices, interns and students. Bayer discloses a data limitation for this group: they "are not included in the data on employees in the Annual Report outside of this Sustainability Statement. Not all data is recorded for casual employees due to the short duration of their employment; this includes data relating to the performance process, pension provision and parental leave."

Countries with significant employment: "For Bayer, countries with significant employment are Germany and the United States."

Regional headcount as reported under SBM-1 (page 112): 39,258 in Europe/Middle East/Africa, 18,710 in North America, 19,265 in Asia/Pacific and 12,004 in Latin America.

Collective bargaining coverage and social dialogue

Reference: page 203. Table A 4.3.1/5.

"In 2025, working conditions for 54.0% (2024: 53.0%) of our employees worldwide were regulated by collective bargaining agreements." Coverage rose one percentage point year on year.

For the European Economic Area, Bayer reports that Germany is the only country with significant employment, defined as more than 50 employees accounting for at least 10% of the total workforce, and Germany falls in the 80 to 100% band for both collective bargaining coverage and workplace representation.

Representation structures. "Employees at all Bayer sites around the world have the right to elect their own employee representatives. In various country companies, the interests of the employees are represented by elected employee representatives who have a say in certain personnel decisions." At European level, "Since 1991, an agreement has been in place in our company governing employee representation through a European works council (Agreement between Company Management and the Group Works Council of Bayer AG on the Bayer European Forum, 1991, most recently amended in 2022)."

Basis of preparation. Metrics are as at December 31, 2025 and based on headcount. "The information disclosed in this section is compiled annually through an internal query addressed to the HR country organizations. That includes all companies connected to the global human resources system, covering about 98% of our employees."

Diversity metrics

Reference: pages 203 to 204. Table A 4.3.1/6.

Gender at top management: "Our top management consists of 158 (2024: 176) women and 292 (2024: 326) men. This means that 35.1% (2024: 35.1%) of our top managers are female and 64.9% (2024: 64.9%) are male." The proportion held flat while absolute numbers fell in both categories, consistent with the overall headcount reduction.

Age distribution. "As regards the age composition of our workforce, the demographic situation varies widely from one region to the next. Overall, the largest proportion of our employees are between 30 and 50, at 64.7% (2024: 64.1%)."

By region in 2025, the 30 to 50 band comprises 24,343 in Europe/Middle East/Africa, 10,824 in North America, 8,666 in Latin America and 13,884 in Asia/Pacific. The over-50 group grew in North America (6,235 to 6,267) and Asia/Pacific (2,123 to 2,134) while falling elsewhere.

Governance body diversity is reported separately under GOV-1: the Supervisory Board is 45% male and 55% female with an average age of 61, and the Board of Management is 83% male and 17% female (page 107).

Adequate wages

Reference: page 204.

"As standard practice, we pay employees on both permanent and temporary employment contracts a 'living wage,' which is reviewed annually and defined worldwide by the nonprofit organization Business for Social Responsibility."

Definition used. "A living wage is defined as the wage that is required to purchase the goods and services needed to meet a minimum cultural and social standard of living in a country - including basic needs such as accommodation, energy and food, but also leisure activities, cultural participation and a savings rate. The concept of a living wage thus goes beyond the otherwise customary statutory minimum wage. In addition, living wages are adjusted each year to reflect changing conditions in certain countries, while statutory minimum wages usually remain unchanged for several years."

Process and cycle. "The global living wage data is usually provided by BSR in November. The country organizations then check the data from December to February and confirm it by March." Living wages "also apply to part-time employees whose compensation was proportionately adjusted to that of a full-time position."

Assurance and coverage. Payment "is implemented at the country level and is reviewed annually by HR to ensure that the requirements of BSR are complied with throughout the Group. That includes all companies connected to the global human resources system whose compensation data is administered and reviewed using that system, covering about 98% of our employees."

Note that Bayer states the practice but does not disclose a percentage of employees actually paid at or above the living wage, nor identify any country where a gap remains.

Health and safety metrics

Reference: pages 203 to 204. Table A 4.3.1/7.

Coverage. Bayer has "established a health and safety management system at all our sites that complies with recognized international standards (such as ISO 45001) and covers 100% of our workforce."

The headline improved but the nonemployee picture worsened. Total recordable accidents fell to 403 and the overall rate to 2.16, with the employee rate down from 2.05 to 1.88. However, accidents involving nonemployees rose from 42 to 65 and the nonemployee rate rose sharply from 7.58 to 9.87, more than five times the employee rate.

Fatalities: "In 2025, no fatalities from work-related injuries and work-related ill health occurred affecting our own workforce (2024: zero). There were also no fatalities in 2025 due to work-related injuries and work-related ill health among value chain workers (2024: two)."

Method. The rate is calculated by dividing recordable accidents by total hours worked by employees and nonemployees and multiplying by one million, reflecting "the number of occupational injuries per 500 full-time employees within the reporting period." Bayer applies "a global average of 159 monthly working hours per employee and nonemployee to estimate the total number of hours worked," based on historical manual surveys. Data covers total headcount including casual employees.

Remuneration metrics (pay gap and total remuneration)

Reference: pages 205 to 206.

Unadjusted gender pay gap: 1.32% in 2025 (2024: 2.14% restated). Bayer describes the Group-wide analysis as "an element to enable objective compensation structures and equal pay across genders."

Annual total compensation ratio: 53.3 in 2025 (2024: 52.8). The ratio "shows the factor by which the annual total compensation of the median employee would have to be multiplied to match the annual total compensation of the best-paid employee." The ratio widened slightly year on year even as the pay gap narrowed.

Prior-year restatement. The 2024 gender pay gap figure is restated from the 3.46% originally published to 2.14%. Bayer explains at page 105: "We had reported on the unadjusted gender pay gap according to the requirements of the ESRS for the first time in 2024. The revision of the underlying calculation led to the correction of the calculation error in the gender pay gap published for 2024." On the restated basis the gap narrowed by 0.82 percentage points in 2025; against the figure originally published for 2024 the apparent improvement would be larger, so the restatement matters for any year-on-year comparison.

Both metrics are based on the closing date of December 31, 2025.

Incidents, complaints and severe human rights impacts

Reference: pages 205 to 206.

Obligation and channels. "All Bayer Group employees are obligated to report material compliance violations. Employees can use our global Speak Up Channel. This is a secure channel that gives everyone, including the public, the opportunity to report alleged compliance violations confidentially (and, where permitted by local law, anonymously)." Direct contact with the compliance department is available at Speak.up@bayer.com.

Volumes. "In 2025, there were 101 entries made into Bayer's case management system in the Fairness and Respect at Work category (2024: 148). This category encompasses the issues of discrimination, sexual harassment and bullying, although it is sometimes difficult to distinguish between these topics and there are overlaps."

Separately, "our employees submitted a total of 621 grievances (including anonymous grievances) through our general Speak Up Channel (2024: 570 grievances through our externally operated Speak Up Channel)." Bayer notes the 2025 total "comprises grievances via all contact options of our Speak Up Channel, including notifications via internet, phone and app, as well as via email to our compliance department," so the two years are not measured on an identical basis.

The two movements run in opposite directions: Fairness and Respect at Work entries fell 31.8%, while total Speak Up grievances rose 8.9% on a broader basis.

Financial consequences and severe impacts. "No fines, sanctions or damage payments were imposed in 2025 in connection with incidents in the categories Fairness and Respect at Work, Working Conditions, Equal Treatment for All, and Other Work-Related Rights (2024: €0)." And: "There were no severe incidents in connection with human rights in 2025 (2024: 0). Therefore, no fines, sanctions or damage payments were imposed in connection with severe incidents in connection with human rights violations in 2025 (2024: €0)."

Policies related to value chain workers

Reference: pages 208 to 209.

"Through our Bayer Supplier Code of Conduct, our Human Rights Policy and guidelines on safety at our sites, we want to minimize the potential impacts and risks related to workers in our value chains."

Supplier requirements. "To counter human rights violations in our value chains, our Bayer Supplier Code of Conduct stipulates requirements for suppliers as regards human rights." Bayer works to ensure that:

• "Suppliers respect the human rights of their employees, local communities and vulnerable people, and treat them with dignity and respect"
• "Suppliers take appropriate precautions to ensure the health and safety of their employees, customers, visitors, contractors and other persons who could be affected by their activities"

Supporting guidance. "our comprehensive global guidance document on the Bayer Supplier Code of Conduct provides concrete examples of good practices and benchmarks that suppliers can use, as well as references such as the regulatory frameworks and standards governing our sustainability efforts."

The Code and its guidance document cover "protection against child labor, freedom from slavery, serfdom and forced labor" among the main expectations. The Supplier Code of Conduct is "a part of each supplier agreement" (page 211).

The datapoints table flags the ESRS S2-1 datapoint on "Nonrespect of UNGPs on Business and Human Rights" as "Not material" for Bayer (page 249).

Processes for engaging with value chain workers about impacts

Reference: page 211.

Bayer states the gap openly: "Although we currently do not have a general process for direct engagement with value chain workers, we want to perform due diligence for constructive stakeholder involvement and therefore strive to comprehensively understand the interests and perspectives of workers in our value chain. Our direct dialogue with suppliers and other stakeholders helps us to develop our stakeholder management concept."

Engagement is therefore indirect, through suppliers and multi-stakeholder initiatives:

• econsense working groups, "where we have overseen the themes of human rights and industry since 2022"
• The Business for Social Responsibility (BSR) initiative, where Bayer discusses "best practices, challenges and experiences in implementing human rights and the UNGPs with the member companies from various industries"
• The ECHO initiative in India: "Continuously raising awareness of child labor in the agriculture sector requires extensive measures and the involvement of various stakeholders. Against this background, we joined with other seed companies back in 2019 to establish the Enabling Child and Human Rights with Seed Organizations (ECHO) initiative in India, a multi-stakeholder forum for the promotion of children's rights and decent work (such as fair wages, as well as healthy and safe working conditions)."

As recorded under S2.SBM-2 (pages 116 to 117), findings "are integrated into our double materiality assessment process through the responsible topic experts and were also accounted for in our human rights risk assessment conducted in 2022." The Human Rights Officer "regularly notifies the Board of Management and the ESG Committee of the Supervisory Board about the perspectives and interests of the impacted stakeholders, including workers in the value chain."

Processes to remediate negative impacts and channels for value chain workers to raise concerns

Reference: pages 211 to 212.

"One approach is the grievance mechanism for raising concerns through our global Speak Up Channel. The Speak Up Channel is open to both our own employees and any third party, such as workers in the value chain, who would like to report a potential compliance violation. This is defined in the Bayer Supplier Code of Conduct, which is a part of each supplier agreement."

Suppliers are expected to provide their own route as well: "suppliers are encouraged by the Bayer Supplier Code of Conduct to offer their own grievance mechanism."

Access is not conditional on a business relationship: "This applies irrespective of whether the third party has a business relationship with us or whether the company's own rights are affected."

Bayer describes the overall aim as pursuing "various approaches to prevent and mitigate potential negative impacts on workers in the value chain and thus attempt to indirectly improve the working conditions of workers in our supply chain," which is a candid framing of the limits of its leverage. Cross-references are given to the own-workforce grievance disclosure under S1-3 and to the business conduct chapter.

Bayer does not disclose the number of grievances received from value chain workers specifically; the 621 Speak Up grievances reported under S1-17 are attributed to employees (page 205).

Taking action on material impacts on value chain workers, and approaches to managing material risks and pursuing material opportunities

Reference: pages 209 to 211.

"Grievance management (Speak Up Channel) and supplier audits are available to us as a primary means of identifying corrective and remedial measures. The information from the grievance management system, the audit reports from Bayer's internal HSE auditors and the audits conducted by external auditors according to the standards of the industry initiatives TfS and PSCI are reviewed and analyzed to obtain reference points for corrective and remedial measures."

Two types of on-site supplier audit (page 209):

• "Audits conducted by Bayer's internal HSE auditors according to the company's audit protocol"
• "Audits conducted by external auditors according to the standards of the industry initiatives PSCI and TfS"

TfS is Together for Sustainability and PSCI is the Pharmaceutical Supply Chain Initiative.

Desk-based verification. "We also verify compliance with the requirements of the Bayer Supplier Code of Conduct using EcoVadis online assessments."

External signals are also taken into account: "cases that are brought to our attention via other sources, such as inquiries from authorities, cases from the media or grievances from nongovernmental organizations (NGOs), are also taken into" consideration.

Bayer does not disclose the number of supplier audits conducted in 2025, the proportion of suppliers covered, or the number of findings and corrective actions arising.

Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities

Reference: page 212.

Bayer has set no targets for value chain workers and says the work is still in progress: "It is important to us to take into account the interests of those potentially affected by our activities. We want to perform our due diligence with regard to constructive stakeholder involvement and are working on a concept that incorporates the interests of affected parties. Here we are cooperating with, among other parties, representatives of our suppliers so that we can implement appropriate targets and metrics in the future."

Effectiveness in the absence of targets is tracked through the audit programme: "We monitor the effectiveness of our concepts and actions through the supplier audits mentioned above," referring to the internal HSE audits, the external PSCI and TfS audits and the EcoVadis online assessments described under S2-4.

No date is given for when targets and metrics are expected to be in place, and no interim indicator is disclosed. This is a material topic for Bayer, with four entries in the consolidated SBM-3 table covering supplier reliance for human rights implementation in clinical trials, undetected illegal practices from control gaps in supplier management, and two financial risks relating to breaches of the Supplier Code of Conduct and human rights violations in value chains (page 121).

Policies related to affected communities

Reference: pages 213 to 214.

"Our Human Rights Policy and the Bayer Supplier Code of Conduct are at the center of our concepts and policies to mitigate the impacts and risks for the affected communities."

The approach is routed through environmental controls rather than a dedicated community policy: "However, as potential impacts on affected communities are rooted both in the value chain and in unforeseen environmental incidents at our sites, we attempt to mitigate these potential impacts where they could occur. These corresponding policies and measures pertain especially to the areas of pollution, water use and waste management."

Who is in scope (S3.SBM-3, page 212). The communities that may be impacted are:

• "Communities that live or work near Bayer's operating sites, as well as communities that live further away if any impacts have long-distance effects (for example, through sites that discharge directly to flowing waters)"
• "Communities along our value chain (for example, those affected by the operations of our suppliers' facilities or located at the endpoint of the value chain e.g. location where agricultural products are harvested)"

Both material impacts recorded in the consolidated SBM-3 table are potential negative impacts on communities' economic, social and cultural rights, one arising from excessive resource consumption and one from industrial incidents (page 121).

Processes for engaging with affected communities about impacts

Reference: page 215.

As stated under S3.SBM-2 (page 117), "Bayer does not currently pursue a generally applicable approach for the involvement of affected communities." Engagement is instead handled locally: "We strive to comprehensively understand the interests and perspectives of affected communities through risk management at our sites."

Bayer describes the intent as focusing "on communities that are located near our operating sites or affected along our value chain. Through risk management and by accounting for their needs, we strive to establish positive long-term relationships and respect human rights" (page 117).

Routes to the Board. "Both our Human Rights Officer and the members of our Sustainability Council can inform the Board of Management about the perspectives and interests of affected communities according to ESRS. Our Human Rights Officer also regularly notifies the Board of Management and the ESG Committee of the Supervisory Board about the perspectives and interests of the impacted stakeholders, including affected communities," informing the Board "at least once per year and on an ad hoc basis about current developments" (page 117).

Findings "are integrated into our double materiality assessment process through the responsible topic experts and were also factored into our human rights risk assessment conducted in 2022," so the underlying assessment is three years old at the reporting date.

Processes to remediate negative impacts and channels for affected communities to raise concerns

Reference: pages 215 to 216.

The channel for affected communities is the same global Speak Up Channel used for employees and value chain workers. As described under S1-3 and S2-3, it "gives everyone (including the public) the opportunity to report alleged compliance violations confidentially (and anonymously, wherever permitted by local law)," and access "applies irrespective of whether the third party has a business relationship with us or whether the company's own rights are affected" (pages 192 and 211).

Remediation for communities is delivered principally through the environmental control measures described under S3-4, namely water management, waste management and site safety practices, on the basis that the material community impacts arise from resource consumption and industrial incidents rather than from direct community-facing operations.

Bayer does not disclose the number of grievances received from affected communities in 2025, nor whether any community-specific remediation was provided during the year.

Taking action on material impacts on affected communities, and approaches to managing material risks and pursuing material opportunities

Reference: pages 214 to 215.

"With our efforts to reduce potential negative impacts at the source, such as effective water management, waste management and the integration of very strict safety practices in our facilities, we want to help ensure that local communities are adequately protected."

Bayer is explicit that there is no dedicated community programme and no ring-fenced budget: "Apart from the actions described below, we currently do not implement additional overarching measures with specifically allocated budgets or effectiveness measurements in the area of affected communities. Our focus is on continuously improving existing standards and practices to ensure that we act responsibly."

The operative controls therefore sit in the environmental chapters rather than here: the HSE Management and HSE Key Requirements Policy and the process and plant safety management system with its seven pillars (E2-2, page 162), the water management systems being established at all relevant sites in water-scarce regions by 2030 (E3-2, page 170), and the waste management inventory and ISO 19011 audit programme (E5-2, page 185).

This is a candid disclosure of a limited approach: the two material community impacts are recognised, but the response is to manage the underlying environmental causes rather than to engage communities directly.

Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities

Reference: page 216.

Bayer sets no community targets and states this plainly: "We have not defined any specific metrics and targets for affected communities."

Effectiveness in the absence of targets is pursued indirectly: "We would nonetheless like to monitor the effectiveness of our concepts and actions relating to the material impacts and risks for affected communities. Our efforts are therefore focused on reducing the underlying impacts in the areas of pollution, water use and waste management." Cross-references are given to Chapter A 4.2.3 Pollution, Chapter A 4.2.4 Water and Marine Resources and Chapter A 4.2.6 Circular Economy.

This means the only quantified indicators bearing on community impacts are the environmental metrics reported under E2-5, E3-4 and E5-5, none of which is disaggregated by community or by site proximity. No community-level outcome indicator is disclosed.

Policies related to consumers and end-users

Reference: pages 218 to 229.

Bayer reports three policy strands under S4-1, matched to the three material sub-topics.

Social involvement of consumers and end-users (pages 218 to 220). This strand supports the 100 million targets, framed under SBM-1 as improving access to agricultural products and services for smallholder farmers, to modern contraception for women in low- and middle-income countries, and to self-care for people in underserved communities (pages 114 to 115).

Personal safety of consumers and end-users (pages 222 to 225). The core is product stewardship. As described under S4.SBM-2, "Our activities focus on product stewardship, whereby we ensure that our products meet the highest quality standards and are safe for people and the environment when used as intended. We identify the social impacts on consumers, particularly in relation to their health and safety, and actively manage these impacts as early as during the research and development stage of our products" (page 117).

Access to information by consumers and end-users (pages 227 to 229).

These policies respond to the largest single block of material matters in Bayer's assessment: consumers and end-users accounts for 13 of the 63 entries in the consolidated SBM-3 table, including seven positive impacts, two negative impacts, two financial risks and two financial opportunities (pages 121 to 122).

Processes for engaging with consumers and end-users about impacts

Reference: pages 229 to 231.

"We maintain direct contact with our consumers and end-users. For example, the global network of Bayer ForwardFarming comprises 16 farms on four continents that aim to exchange agricultural practices and to promote regenerative agriculture in communities through targeted support" (page 117).

Patient organizations. "Another important element of our work is trustful dialogue with patient organizations. Such collaborations help us to understand the needs of our patients as they deal with their illness. This allows us to align our research and development with these needs and continue to work on new and improved medicines and therapies. We cooperate with patient organizations in a wide range of therapeutic areas, and we place tremendous value on transparency and respect the independence of our cooperation partners" (page 117).

Operating model. "By introducing a new operating model (Dynamic Shared Ownership) that also focuses on the interests of our customers during internal decision-making processes, we strive to react even more quickly to the needs and expectations of our end-users" (page 118).

Bayer states that engagement findings feed the business: "The feedback from our customers and consumers impacts the business strategy of our divisions and thus also the prioritization of research and development projects" (page 116). A separate actions disclosure on access to information sits at page 229.

Processes to remediate negative impacts and channels for consumers and end-users to raise concerns

Reference: pages 230 to 232.

"We undertake to exercise our operations in an ethical and legally compliant manner and encourage our employees and third parties to raise their compliance concerns. The impact of our general approach is assessed through the specific remedial measures and management systems described below in more detail."

The Speak Up Channel is the primary route. "Our Speak Up Channel offers an accessible process for reporting human rights and environment-related risks, along with corresponding violations; the confidentiality of anybody submitting such a report is protected, and they are also protected against any reprisals. This channel is available not only to our employees, but also to all third parties who would like to report a potential compliance" violation.

For products specifically, remediation runs through the product stewardship and pharmacovigilance systems described under the S4-1 personal safety policy strand and the S4-4 personal safety actions (pages 222 to 227).

As with affected communities and value chain workers, Bayer does not disclose the number of grievances received from consumers and end-users in 2025, nor outcomes of any such cases.

Taking action on material impacts on consumers and end-users, and approaches to managing material risks and pursuing material opportunities

Reference: pages 220 to 227.

Bayer reports two action strands under S4-4.

Social involvement of consumers and end-users (pages 220 to 222). These are the delivery actions behind the 100 million targets. For smallholder farmers, Bayer is "increasing our range of business activities and strategic initiatives tailored to the needs of smallholder farmers" (page 233). For contraception, Bayer "continuously strive[s] to increase our production capacities and expand our partnerships," and supplies "contraceptive active ingredients to other producers, who are thus enabling more women in LMICs to access contraceptive products. This in turn improves the general availability and continuous supply of contraceptives in LMICs" (page 234).

Partnerships named elsewhere in the statement include the United Nations Population Fund and The Challenge Initiative with the Gates Institute at Johns Hopkins University (page 114).

Personal safety of consumers and end-users (pages 225 to 227). These actions address the material negative impact of "Health risks due to improper use of products by end-users" and the two financial risks relating to falsification, counterfeiting, diversion or misuse of Bayer products and to regulatory restrictions following misapplication of crop protection products (pages 121 to 122).

A third action set covering access to information sits at page 229 under the S4-2 heading.

Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities

Reference: pages 232 to 235.

"Our 100 million targets are a central element of our sustainability performance; here we focus particularly on the needs of consumers and end-users in low- and middle-income countries and in underserved communities to help improve their quality of life."

Progress is very uneven. Self-care outreach rose 29 million in one year and contraception access 17 million, while the smallholder farmer figure advanced by only 1 million. Bayer explains the last of these: outreach "continued to be restricted by market- and weather-related factors, we increased our total outreach by one million smallholder farmers compared with 2024. The moderate increase we achieved despite these challenges was due particularly to the strong performance of our noncommercial partnership projects in Africa" (page 233). On current trajectory the smallholder farmer target is the one at risk.

Definitions and partner controls. "Interventions are defined as the provision of products or services by us or our noncommercial partners such as nongovernmental organizations. Our partners must meet admission criteria defined by us to be considered for the 100 million targets. For example, partners must follow the same KPI definitions and have conducted a due diligence process with regard to the quality of reporting. All partners undertake to grant us full access to their data history, calculation rules and control processes."

Stakeholder input: Bayer works "either directly with consumers and/or end-users - for example through surveys - or with experienced representatives and experts such as the members of the Bayer Sustainability Council."

Assurance limitation disclosed: "Aside from the audit by our external auditors, no external validation of our 100 million targets was conducted. To monitor and review our 100 million targets, we are currently formalizing controls as part of the Internal Control System over Sustainability Reporting (ICSoSR)."

These targets carry weight beyond reporting: together with the greenhouse gas targets, they are the performance benchmarks in Board of Management long-term compensation, with social targets weighted at 10% within the LTI (page 111).

Business conduct policies and corporate culture

Reference: pages 236 to 239.

"Integrity is anchored in our corporate culture and guides our actions. We do not tolerate illegal or unethical actions. We investigate and thoroughly clarify any potential violations. Confirmed violations are sanctioned in accordance with our sanction regulations. Our Code of Conduct serves as a guidance document for our company and our employees and ensures that we act according to all applicable legal requirements."

Governance of compliance (page 237). The Group Compliance Officer "reports directly to the Chief Financial Officer (CFO) and the Supervisory Board's Audit Committee. The CFO is responsible for the compliance organization, while the Audit Committee of the Supervisory Board oversees the effectiveness and further development of compliance within the Group." As set out under G1.GOV-1, the compliance organisation is headed by the General Counsel of Bayer AG in the role of Group Compliance Officer (page 108).

Whistleblower protection and case handling (page 239). "The Speak Up Office, which is part of the global legal and compliance organization, decides, following a plausibility check, on the appropriate referral of compliance audit cases and ensures that the audit is undertaken by independent experts. Depending on the circumstances of the case, multifunctional investigation teams from different units (e.g. Legal, Internal Audit, Human Resources) are entrusted with processing the cases. These investigation teams operate largely independently."

Policy enactment. Policies take effect through "legal recognition of the Code of Conduct or the policies by the management of the relevant Bayer company. This makes a policy subject to the legal provisions of the company that must be complied with. The enactment is continuously monitored to ensure that the rules are fully implemented" (page 239).

The datapoints table flags two G1-1 datapoints as "Not material": the United Nations Convention against Corruption, and "Protection of whistle-blowers, paragraph 10 (d)" (page 249).

Management of relationships with suppliers

Reference: pages 237 to 239.

"The procurement organization supplies our company with raw materials, goods and services all around the world. It acts on behalf of all business areas and enabling functions by leveraging synergies through the pooling of expertise and procurement spending. The Procurement function reports to the Chief Financial Officer."

Impact and instruments. "We have an impact on society and the environment through our procurement activities and supplier relationships. Economic, ethical, social and environmental principles are therefore anchored in the Bayer Supplier Code of Conduct and the Sustainability for Procurement guidance document that is globally" applied.

As described under GOV-2, "The Procurement Enabling Function steers sustainability in the supply chain. Procurement is responsible for establishing supply-chain-related targets together with the Public Affairs, Sustainability & Safety Enabling Function and meeting them together with the divisions. Procurement is also responsible for the Bayer Supplier Code of Conduct, which describes our minimum standards for supplier sustainability" (page 109).

Verification runs through the mechanisms described under S2-4: on-site audits by Bayer's internal HSE auditors, external audits to PSCI and TfS industry standards, and EcoVadis online assessments (page 209). Bayer states that this "approach helps us to assess sustainability-related risks and monitor them in our supply chain" (page 238).

Bayer does not disclose payment practice data such as average payment times or the proportion of invoices paid within contractual terms; the corresponding disclosure requirement G1-6 is not covered.

Prevention and detection of corruption and bribery

Reference: pages 239 to 240.

"We do not tolerate corruption and we reject any business opportunity that involves bribery or the unlawful exertion of influence on third parties. We offer gifts or extend invitations only within ethical and legal limits. We comply with the highest ethical standards, especially when it comes to gifts or invitations for healthcare professionals or public officials, as this is completely prohibited in some cases."

Standards applied include the Code of Conduct, "which sets the standard for how our employees should conduct themselves in compliance with laws and internal rules," together with the codes of the International Federation of Pharmaceutical Manufacturers & Associations (IFPMA) and the European industry association.

Detection and monitoring (page 239). "Bayer supports the implementation of these rules through training and/or target-group-specific communication. We monitor compliance with the binding anti-corruption requirements using our Integrated Compliance Management system, for example by conducting spot checks or making inquiries in certain areas."

As recorded under G1.GOV-1, "Strict guidelines and effective training measures on preventing corruption and on other relevant theme areas are integral elements of our compliance management system," and in 2025 "members of the Board of Management and the Supervisory Board had the opportunity to complete the new training courses on data protection and antitrust law" (page 108).

Corruption and bribery is the most heavily weighted G1 matter in Bayer's materiality assessment, carrying three separate financial risks in the consolidated SBM-3 table relating to anti-competitive behaviour, corruptive behaviour and data privacy violations (page 122).

Note on numbering: this entry uses the 2023 ESRS meaning of G1-3 (Prevention and detection of corruption and bribery), which is how Bayer labels the section. The 2025/2026 ESRS G1-3, covering targets related to business conduct, is captured separately under the G1-3-Targets key.

Targets related to business conduct

Back-filled from the business conduct chapter, where targets are addressed as part of the MDR-T/GDR-T disclosures rather than as a numbered disclosure requirement. G1-3 became a standalone DR only in the 2025/2026 ESRS.

Reference: pages 237 to 240.

Bayer discloses no measurable, outcome-oriented business conduct targets. The section headed "Metrics and targets related to business conduct" (page 240) opens with a qualitative statement, "In 2025, we showed a strong commitment to ethical standards, with clear structures established for the exertion of political influence and for lobbying," and then presents only the two G1 metrics, confirmed incidents of corruption or bribery (G1-4) and political influence and lobbying activities (G1-5). No target value, target year or baseline is given for any business conduct matter.

Consistent with MDR-T's other limb, effectiveness is tracked in the absence of targets:

• "We monitor compliance with the binding anti-corruption requirements using our Integrated Compliance Management system, for example by conducting spot checks or making inquiries in certain areas" (page 239)
• Policy enactment "is continuously monitored to ensure that the rules are fully implemented," supported "through training and/or target-group-specific communication" (page 239)
• The Audit Committee of the Supervisory Board "oversees the effectiveness and further development of compliance within the Group," with the Group Compliance Officer reporting directly to it and to the CFO (page 237)
• On human rights, "Those responsible monitor the implementation of our commitments along the entire value chain, determine the effectiveness of the implemented measures for managing human rights risks, and develop improvement" measures (page 237)
• The Speak Up Office refers compliance cases to independent experts, with multifunctional investigation teams that "operate largely independently" (page 239)

Supplier-side effectiveness is tracked through the audit programme described under S2-4 and G1-2, namely internal HSE audits, external PSCI and TfS audits and EcoVadis assessments, and Bayer states under S2-5 that it is "working on a concept" with supplier representatives "so that we can implement appropriate targets and metrics in the future" (page 212).

Incidents of corruption or bribery

Reference: page 240.

"We were not convicted of any violations of corruption or bribery law in 2025 (2024: 0). Furthermore, no fines were imposed on us for violations of corruption or bribery law (2024: €0)."

Both the conviction count and the fine total are nil for the second consecutive year.

The disclosure is limited to convictions and fines. Bayer does not report the number of confirmed incidents of corruption or bribery investigated internally during the year, the number of confirmed incidents in which employees were dismissed or disciplined, or the number of confirmed incidents relating to contracts with business partners that were terminated or not renewed. Related volumes appear elsewhere: 621 grievances were submitted through the Speak Up Channel in 2025 and 101 entries were made in the Fairness and Respect at Work category of the case management system, though neither figure is broken down by corruption or bribery (page 205).

The datapoints table flags the G1-4 datapoint on "Standards of anti-corruption and anti-bribery" as "Not material" for Bayer (page 249).

Political influence and lobbying activities

Reference: pages 240 to 241.

Accountability. "We have established clear accountabilities for governing the exertion of political influence and lobbying. In this connection, the head of Global Public Affairs reports to the global head of Public Affairs, Sustainability & Safety, who reports directly to the Chairman of the Board of Management (CEO). Both regularly inform the Board of Management and the Supervisory Board - either individually or jointly, depending on the issue - about material developments that are relevant to us in the area of political lobbying."

Transparency commitment. "We strive to continuously increase transparency not just in our political lobbying work, but also as regards the focus areas of our efforts. For this purpose, we publish our political positions on the most pressing issues associated with our activities. We have also listed our most important political lobbying focuses. These focuses are in line with the findings of our double materiality assessment and our resulting ambitions to reduce negative material impacts and risks and to leverage positive material impacts and opportunities."

Focus areas in 2025 included "current geopolitical developments and the issue of tariffs," and the most important lobbying focuses begin with "Ensuring that regulatory framework conditions are rigorously based on science (e.g. in crop protection in our core markets)."

Political engagement is a material matter carrying two actual positive impacts in Bayer's assessment: "Positive impact through lobbying for social issues and climate change mitigation" and "Contribution to public discourse through transparent and open communication on health and nutrition" (page 122).