Bayer (BAYN) Investor update summary

Strategic rationale and settlement overview

• Announced a class settlement agreement to resolve current and future U.S. glyphosate/Roundup litigation, pending court approval, with capped annual payments over up to 21 years.

• The settlement aims to provide speed and closure, freeing resources for core business innovation and reducing litigation uncertainty.

• Supreme Court review of the Durnell case is critical, as a favorable decision could address cases not covered by the settlement and provide regulatory clarity.

• The agreement is supported by leading plaintiff law firms and covers those exposed to Roundup before February 17, 2026, with NHL diagnosis within 16 years after settlement effectiveness.

• Separate confidential settlements reached for other Roundup and PCB cases, including environmental cases in Illinois and West Virginia.

Financial impact and funding

• Litigation provisions and liabilities increased from EUR 7.8 billion to EUR 11.8 billion, with about EUR 9.6 billion for glyphosate and EUR 1.9 billion for PCB cases.

• Funding for the class settlement will total up to $7.25 billion, paid in declining capped annual payments over up to 21 years, with the largest annual payments in 2026 and subsequent annual payments around EUR 1 billion for five years, then declining.

• Immediate financing secured with an $8 billion bank loan facility; long-term plan involves senior bonds and equity-credit instruments, with no current plans to use authorized capital increase.

• Provisions include all known settlements, verdicts, and litigation costs to date.

• Settlements are tax deductible in the U.S., with an effective tax rate expected to remain within 24%-26%.

Legal process and next steps

• Settlement requires preliminary and final court approval, with a robust notice and opt-out process for class members.

• Supreme Court hearing scheduled for April 27th; outcome could influence unresolved cases and opt-outs.

• If opt-outs are excessive, Monsanto can terminate the settlement without payment.

• The class settlement is structured as a long-term compensation program, managed by a professional claims administrator.

• Only NHL claims are covered; other conditions are not included in the release.