Independent Auditor’s Report

To Bayer AG, Leverkusen

Report on the Audit of the Consolidated Financial Statements

Audit Opinion on the Consolidated Financial Statements

We have audited the consolidated financial statements of Bayer AG, Leverkusen, and its subsidiaries (the Group), which comprise the consolidated statement of financial position as at December 31, 2016, and the consolidated income statement, the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the financial year from January 1, to December 31, 2016, and notes to the consolidated financial statements, including a summary of significant accounting policies.

According to § (Article) 322 Abs. (paragraph) 3 Satz (sentence) 1 zweiter Halbsatz (second half sentence) HGB (“Handelsgesetzbuch”: German Commercial Code), we state that, in our opinion, based on the findings of our audit, the accompanying consolidated financial statements comply, in all material respects, with IFRS, as adopted by the EU, and the additional requirements of German commercial law pursuant to § 315a Abs. 1 HGB, and give a true and fair view of the net assets and financial position of the Group as at December 31, 2016, as well as the results of operations for the financial year from January 1 to December 31, 2016, in accordance with these requirements.

According to § 322 Abs. 3 Satz 1 erster Halbsatz HGB, we state that our audit has not led to any reservations with respect to the propriety of the consolidated financial statements.

Basis for Audit Opinion on the Consolidated Financial Statements

We conducted our audit in accordance with § 317 HGB and German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer (Institute of Public Auditors in Germany) (IDW), and additionally considered the International Standards on Auditing (ISA). Our responsibilities under those provisions and standards, as well as supplementary standards, are further described in the “Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements” section of our report. We are independent of the Group entities in accordance with the provisions under German commercial law and professional requirements, and we have fulfilled our other German ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the financial year from January 1 to December 31, 2016. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our audit opinion thereon, and we do not provide a separate audit opinion on these matters.

In our view, the key audit matters were as follows:

Our presentation of these key audit matters has been structured as follows:

  1. Matter and issue
  2. Audit approach and findings
  3. Reference to further information

Change in segment reporting

  1. As part of the organizational and strategic restructuring of the Bayer Group following the spin-off of the former MaterialScience subgroup, which has been listed under the name Covestro AG since the 2015 financial year, the Bayer Group’s internal reporting structure was reorganized. Since the internal reporting structure is used as a basis for determining the reportable segments under IFRS 8, the revised reporting structure consequently resulted in a change in the Bayer Group’s segment reporting. From our point of view, this matter was of particular importance because, in the context of capital market communications, segment reporting has a special significance and the change in the segment structure also affects other accounting-related areas.
  2. During our audit we, among other procedures, considered the internal reporting and its sub-categorization of the individual reporting units and the changes in presentation, and reconciled this structure to the presentation used in the segment reporting. Moreover, we examined the method applied for the reallocation of goodwill and questioned the decision-makers on the Board of Management about the allocation of resources. We were able to satisfy ourselves that the changes in segment reporting applied by management were consistent with the reorganization of the internal reporting structure.
  3. The Company’s disclosures about the change of the internal reporting structure in connection with the organizational and strategic restructuring of the Bayer Group are contained in section 5 of the notes to the consolidated financial statements.

Impairment of goodwill and intangible assets with indefinite useful lives

  1. An amount of EUR 16,312 million (20% of consolidated total assets) is reported under the line item "Goodwill" in the consolidated financial statements. Intangible assets with indefinite useful lives amounting to EUR 760 million (1% of consolidated total assets) are reported under “Other intangible assets.” The Company allocates goodwill to strategic business units or groups of strategic business units within the Bayer Group. As part of the regular impairment testing of goodwill and intangible assets with indefinite useful lives the carrying amounts of the Company’s strategic business units or intangible assets with indefinite useful lives are compared against their respective recoverable amount. In general, the recoverable amount is calculated on the basis of the fair value less costs to sell. This is based on the present value of future cash flows since, as a rule, market values are not available for the individual business units. The present value is calculated using discounted cash flow models on the basis of the Bayer Group’s three-year operating plan prepared by management and approved by the Supervisory Board and extrapolated on the basis of assumptions about long-term growth rates. The discount rate used is the weighted average cost of capital for the relevant reporting segment. The result of this measurement depends to a large extent on management’s assessment of future cash inflows of the respective strategic business unit and the discount rate used, and is therefore subject to considerable uncertainty. Against this background and due to the underlying complexity of the measurement models, this matter was of particular importance during our audit.
  2. As part of our audit, we, among other things, reviewed the method used for performing impairment tests and assessed the calculation of the weighted average cost of capital. We satisfied ourselves as to the appropriateness of the future cash inflows used in the measurement by, inter alia, comparing this data with the current budgets in the three-year plan prepared by management and approved by the Supervisory Board, and reconciling them against general and sector-specific market expectations. We also satisfied ourselves that the costs of the corporate functions reported in the “Corporate Functions and Consolidation” segment in the segment reporting were properly taken into consideration when testing the respective strategic business units for impairment. With the knowledge that even relatively small changes in the discount rate applied can have material effects on the recoverable amount calculated in this way, we also focused our testing in particular on the parameters used to determine the discount rate applied, and evaluated the measurement model. Furthermore, due to the materiality of goodwill, we also performed our own sensitivity analyses for the strategic business units (comparison of carrying and recoverable amounts) and determined that the respective goodwill was sufficiently covered by the discounted future cash flows. Overall, we consider the measurement inputs and assumptions used by management to be in line with our expectations.
  3. The Company’s disclosures pertaining to goodwill and intangible assets with indefinite useful lives are contained in sections 4 and 17 of the notes to the consolidated financial statements

Financial instruments – Issuance of mandatory convertible notes

  1. On November 22, 2016, the Bayer Group placed mandatory convertible notes amounting to EUR 4.0 billion, excluding the pre-emptive subscription rights of the Company’s existing shareholders. The mandatory convertible notes are issued in denominations of EUR 100,000 by Bayer Capital Corporation B.V. under the subordinate guarantee of Bayer AG. The notes carry a fixed coupon of 5.625% p.a. until maturity. The coupon is payable annually in arrears on the respective coupon payment date. At maturity in 2019, the notes will automatically convert into ordinary shares of Bayer AG (these shares will either already exist or will stem from a conditional capital increase). The conversion ratio will be calculated on the basis of the share price on the conversion date. Both the “Minimum Conversion Price” and the “Maximum Conversion Price” were fixed upon conclusion of the agreement. In addition to the mandatory conversion upon maturity, the issuer may exercise its right to early conversion at any time during the “Conversion Period.” In the case of an early conversion, the issuer must deliver shares at the “Maximum Conversion Ratio.” Upon initial recognition, the present value of the coupon payments (taking into account the expected coupon payment dates) was recognized as a financial liability, and the difference to the fair value of the instrument as a whole was recognized as equity. Of the mandatory convertible notes, EUR 3.3 billion was recognized as capital reserves and EUR 0.7 billion as financial liabilities. Since the classification of mandatory convertible notes as debt or partially as equity and partially as debt impacts the Bayer Group’s capital structure (and thus the credit quality as well as the cost of capital for new loans), this matter was of particular importance during our audit.
  2. As part of our audit, we critically assessed the terms and conditions for the issuance of the mandatory convertible notes and evaluated whether the mandatory convertible bond constitutes a contract within the meaning of IAS 32.13 that must be recognized in Bayer AG’s consolidated financial statements as a financial liability and as an equity instrument in accordance with IAS 32.28. For the equity component, we, inter alia, assessed to what extent the requirements under IAS 32.16 were met and whether the substance of the contractual terms and conditions of the mandatory convertible notes suffice to classify the notes as equity (IAS 32.16 in conjunction with IFRIC Update, January 2014). We evaluated the obligation to make ongoing coupon payments in accordance with IAS 32.16 in conjunction with IAS 32.19 in order to determine to what extent Bayer AG does not have a right to avoid delivering cash to settle a contractual obligation, thus giving rise to a financial liability. Ultimately, the mandatory convertible notes represent a compound financial instrument that must be broken down into an equity component and a liability component upon initial recognition. Therefore, the obligation to make ongoing coupon payments must be classified as a financial liability whereas the obligation to redeem, i.e. convert, the notes must be classified as an equity component.
  3. The Company’s disclosures pertaining to the accounting treatment of the mandatory convertible notes are contained in sections 24 and 27 of the notes to the consolidated financial statements.

Financial instruments – Accounting treatment of hedging transactions

  1. The companies of the Bayer Group use a number of different derivative financial instruments to hedge against currency, commodity price and interest rate risks associated with ordinary business activities. Management’s hedging policy is documented in corresponding internal guidelines and serves as the basis for these transactions. Currency risks arise primarily from revenue, sales and procurement transactions (in particular commodities) and financing denominated in foreign currencies. Interest rate hedges are entered into for the purpose of achieving a sensible ratio of variable and fixed interest rate exposures. Derivative financial instruments are recognized at fair value as of the balance sheet date. The positive fair value of the derivative financial instruments used as hedges amounts to EUR 683 million as of the balance sheet date and the negative fair value amounts to EUR 819 million. If the financial instruments used by the Bayer Group are effective hedges of future cash flows in the context of hedging relationships in accordance with the requirements of IAS 39, the effective portion of the changes in fair value are recognized over the duration of the hedging relationships directly in equity until the maturity of the hedged cash flows. As of the balance sheet date, a cumulative EUR 61 million were recognized outside profit or loss as expenses and income before taxes on income. We believed that these matters were of particular importance due to the high complexity and number of transactions as well as the extensive accounting and reporting requirements under IAS 39.
  2. As a part of our audit and together with the help of our internal specialists from Corporate Treasury Solutions, we, among other things, assessed the contractual and financial parameters and reviewed the accounting treatment, including the effects on equity and profit or loss, of the various hedging transactions. Together with these specialists, we also assessed the Company’s internal control system with regard to derivative financial instruments, including the internal activities to monitor compliance with the hedging policy. Furthermore, we also used market data to review the measurement method applied to measure the fair value of the financial instruments. In addition, we also obtained bank confirmations in order to assess the completeness of and to examine the fair values of the recorded transactions. With regard to the expected cash flows and the assessment of the effectiveness of hedges, we essentially retrospectively assessed past hedge levels. We verified that hedges were accounted for and measured in accordance with the provisions of IAS 39.
  3. The Company’s disclosures pertaining to the accounting treatment of hedging transactions are contained in sections 4 and 30 of the notes to the consolidated financial statements.

Accounting treatment of the discontinued operation “Diabetes Care”

  1. During the financial year, as part of optimizing its portfolio and on the basis of a share and asset purchase agreement dated June 10, 2015 with Panasonic Healthcare Holdings Co., Ltd., Tokyo, Japan, the Company disposed of its global Diabetes Care business for approximately EUR 1 billion on January 4, 2016. The business will continue to operate as an independent enterprise under the name Ascensia Diabetes Care (“ADC”). Until such a time that ADC has established its own, appropriate and functioning infrastructure, Bayer Group companies – for a transition period of up to two years – will act, among other things, as a distributor for ADC in various countries and provide ADC with accounting services. The Diabetes Care business generated revenue of EUR 573 million in financial year 2016. The business activities of the Diabetes Care business were presented as a discontinued operation in the consolidated financial statements of Bayer AG in accordance with the provisions of IFRS 5. The assets, liabilities, expenses and income from this discontinued operation are calculated and allocated in accordance with the share and asset purchase agreement. In our view, this matter was of particular importance during our audit due to the complexity of the underlying agreement and the inherent risk that not all of the assets and liabilities transferring to ADC as part of the sale would be identified.
  2. As part of our audit, we, among other things, conducted an in-depth review of the provisions of the underlying share and asset purchase agreement. We assessed the Bayer Group’s plan for identifying and recognizing the assets and liabilities that will transfer to ADC in accordance with the share and asset purchase agreement, and reconciled this with the underlying agreement. In identifying those assets and liabilities that are assigned to the Diabetes Care business and that will transfer to ADC in 2016 in accordance with the share and asset purchase agreement, we reviewed whether management’s actions were in line with the underlying plan and whether all of the relevant assets and liabilities had been identified. We also assessed and reviewed the determination of the income and expenses that are to be assigned to the discontinued operation “Diabetes Care” and that must be recognized separately in the income statement and in the notes to the financial statements in accordance with IFRS 5. We found that the assets, liabilities, income and expenses of the discontinued operation “Diabetes Care” were appropriately recognized in the consolidated financial statements in accordance with the provisions of IFRS 5.
  3. The Company’s disclosures pertaining to the discontinued operation “Diabetes Care” are contained in section 6.3 of the notes to the consolidated financial statements.

Accounting treatment of legal risks stemming from product-related disputes

  1. Bayer Group entities are involved in court and out-of-court proceedings with authorities, peers and other parties. This gives rise to legal risks, in particular in the area of product liability, competition and antitrust law, patent law, tax law and environmental protection.

    As of January 23, 2017, 100 claims had been asserted against Bayer Group in the United States of America both in and out-of-court, with regard to Yasmin™/YAZ™ products. Several attorneys general in U.S. states are reviewing allegations that consumer protection provisions had been violated and one attorney general has brought legal action against Bayer Group. Furthermore, class action lawsuits are pending in Canada and Israel and claims are known to have been asserted in other countries. Against the background of the pending and expected product liability lawsuits in connection with Mirena™, as of January 23, 2017, approximately 2,600 (previous year: 3,500) users of Mirena™ had brought action against the Bayer Group in the United States of America. Furthermore, as of January 23, 2017, approximately 16,400 (previous year: 4,300) users of Xarelto™ had asserted claims for compensatory and punitive damages against the Bayer Group in the United States of America. As of January 23, 2017, in Canada 10 lawsuits had also been brought against the Bayer Group in connection with Xarelto™; in each of those lawsuits, the plaintiffs were applying for class action status. As of January 23, 2017, approximately 3,700 users of Essure™ had brought action against the Bayer Group in the United States of America, and two lawsuits had been filed in Canada; in each of those lawsuits, the plaintiffs were applying for class action status.

    The evaluation whether or not a provision should be recognized to cover the risks stemming from a pending legal dispute, and if so, in what amount, is shaped to a high degree by estimates and assumptions made by management. In the light of this background and due to the high monetary amount of the asserted claims, we considered the aforementioned product-related disputes of the Bayer Group to be of particular importance.
  2. As part of our audit, we, among other things, assessed the process established by the Company to ensure that a legal dispute is recorded, its outcome is assessed, and the dispute is accounted for. Furthermore, we also hold regular meetings with the Company's legal department in order to receive updates on current developments and the reasons for the corresponding assessments. The development of material legal disputes, including management’s assessments as to their potential outcome, is provided to us by the company in writing. As of the balance sheet date, we also obtained external legal confirmations that support management’s risk assessments with regard to the product-related disputes discussed above. In connection with these product-related disputes, we reviewed management’s assessments on the basis of the grounds of the claims asserted against the Bayer Group, and we agree with the assessments taken by management.
  3. The Company’s disclosures relating to the aforementioned legal disputes are contained in section 32 of the notes to the consolidated financial statements.

Adjusting EBITDA and earnings per share for non-recurring items

  1. For the Bayer Group’s management and analysis purposes, EBITDA (earnings before interests, taxes, depreciation and amortization) is used and adjusted for special items (by their nature and amount of specific effects). Adjustments to EBITDA in the amount of EUR 517 million have been reported in the consolidated financial statements of the Bayer AG. The adjusted EBITDA is used for capital market communication as a core financial performance indicator. Furthermore, the adjusted EBITDA is used as a target achievement measure for the annual performance-related remuneration of the Bayer Group’s employees. The adjustments to EBITDA were of particular importance during our audit, because the applied adjustments are based on the Bayer Group’s internal accounting guidelines and there is a risk of bias in management’s judgment.
  2. We reviewed the calculation of underlying EBITDA and critically assessed the special items identified by the management. Based on the knowledge obtained during the audit and the information provided to us by management, we examined at the same time whether the adjustments had been applied in accordance with the definition and approach presented in the segment reporting disclosures. We were able to satisfy ourselves that the adjustments applied to EBITDA by management were in line with the segment reporting disclosures and had been applied consistently.
  3. The Company’s disclosures about the adjustments to and determination of EBITDA are presented under section 5 of the notes to the consolidated financial statements.

Other Information

Management is responsible for the other information. The other information comprises

  • the Corporate governance comprises the long-term management and oversight of the company in accordance with the principles of responsibility and transparency. The German Corporate Governance Code sets out basic principles for the management and oversight of publicly listed companies. Report according to section 3.10 of the German Corporate Governance Code,
  • the Corporate Governance Statement pursuant to § 289a HGB and § 315 Abs. 5 HGB, as well as
  • other parts of the annual report of Bayer AG, Leverkusen, for the financial year ended on December 31, 2016, which were not subject of our audit.

Our audit opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information, and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation of the consolidated financial statements, which comply with IFRS, as adopted by the EU, and the additional German legal requirements applicable under § 315a Abs. 1 HGB, and give a true and fair view of the net assets, financial position and results of operations of the Group in accordance with these requirements. Furthermore, management is responsible for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

The Supervisory Board is responsible for overseeing the Group’s financial reporting process for the preparation of the consolidated financial statements.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objective is to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our audit opinion on the consolidated financial statements. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with § 317 HGB and German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer (Institute of Public Auditors in Germany) (IDW), under additional consideration of the ISA, will always detect a material misstatement. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with § 317 HGB and German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer (Institute of Public Auditors in Germany) (IDW), under additional consideration of the ISA, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
  • Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or the group management report or, if such disclosures are inadequate, to modify our audit opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that the consolidated financial statements give a true and fair view of the net assets and financial position as well as the results of operations of the Group in accordance with IFRS, as adopted by the EU, and the additional German legal requirements applicable under § 315a Abs. 1 HGB.
  • Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an audit opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our report on the audit of the consolidated financial statements unless law or regulation precludes public disclosure about the matter.

Other Legal and Regulatory Requirements

Report on the Audit of the Group Management Report

Audit Opinion on the Group Management Report

We have audited the group management report of Bayer AG, Leverkusen, which is combined with the Company’s management report, for the financial year from January 1 to December 31, 2016.

In our opinion, based on the findings of our audit, the accompanying group management report as a whole provides a suitable view of the Group’s position. In all material respects, the group management report is consistent with the consolidated financial statements, complies with legal requirements and suitably presents the opportunities and risks of future development.

Our audit has not led to any reservations with respect to the propriety of the group management report.

Basis for Audit Opinion on the Group Management Report

We conducted our audit of the group management report in accordance with § 317 Abs. 2 HGB and German generally accepted standards for the audit of management reports promulgated by the Institut der Wirtschaftsprüfer (Institute of Public Auditors in Germany) (IDW). We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management and Those Charged with Governance for the Group Management Report

Management is responsible for the preparation of the group management report, which as a whole provides a suitable view of the Group’s position, is consistent with the consolidated financial statements, complies with legal requirements, and suitably presents the opportunities and risks of future development. Furthermore, management is responsible for such policies and procedures (systems) as management determines are necessary to enable the preparation of a group management report in accordance with the German legal requirements applicable under § 315 Abs. 1 HGB and to provide sufficient and appropriate evidence for the assertions in the group management report.

The Supervisory Board is responsible for overseeing the Group’s financial reporting process for the preparation of the group management report.

Auditor’s Responsibilities for the Audit of the Group Management Report

Our objective is to obtain reasonable assurance about whether the group management report as a whole provides a suitable view of the Group’s position as well as, in all material respects, is consistent with the consolidated financial statements as well as the findings of our audit, complies with legal requirements, and suitably presents the opportunities and risks of future development, and to issue an auditor’s report that includes our audit opinion on the group management report.

As part of an audit, we examine the group management report in accordance with § 317 Abs. 2 HGB and German generally accepted standards for the audit of management reports promulgated by the IDW. In this connection, we draw attention to the following:

  • The audit of the group management report is integrated into the audit of the consolidated financial statements.
  • We obtain an understanding of the policies and procedures (systems) relevant to the audit of the group management report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an audit opinion on the effectiveness of these policies and procedures (systems).
  • We perform audit procedures on the prospective information presented by management in the group management report. Based on appropriate and sufficient audit evidence, we hereby, in particular, evaluate the material assumptions used by management as a basis for the prospective information and assess the reasonableness of these assumptions as well as the appropriate derivation of the prospective information from these assumptions. We are not issuing a separate audit opinion on the prospective information or the underlying assumptions. There is a significant, unavoidable risk that future events will deviate significantly from the prospective information.
  • We are also not issuing a separate audit opinion on individual disclosures in the group management report; our audit opinion covers the group management report as a whole.

Responsible Auditor

The auditor responsible for the audit is Eckhard Sprinkmeier.

Essen, February 15, 2017

PricewaterhouseCoopers
Aktiengesellschaft
Wirtschaftsprüfungsgesellschaft

Dr. Peter Bartels
Wirtschaftsprüfer
(German Public Auditor)

Eckhard Sprinkmeier
Wirtschaftsprüfer
(German Public Auditor)