Company Presentation June 2015 covestro.com Disclaimer This document and the presentation to which it relates contains information relating to Bayer MaterialScience AG, to be renamed Covestro with effect from September 1, 2015 (“Covestro” or the “Company”) that is in summary draft form for discussion purposes only and must not be relied upon for any purpose and may not be redistributed, reproduced, published, or passed on to any other person or used in whole or in part for any other purpose. By attending this meeting you agree to abide by the limitations set out in this document. This document is being presented solely for informational purposes and should not be treated as giving investment advice. It is not, and is not intended to be, a prospectus, is not, and should not be construed as, an offer to sell or the solicitation of an offer to buy any securities, and should not be used as the sole basis of any analysis or other evaluation and investors should not subscribe for or purchase any shares in the Company on the basis of or in reliance on the information in this document. The Company has not decided finally whether to proceed with any transaction. We advise you that the financial information presented herein and referred to as “Covestro segment financials” has been derived from the consolidated financial statements of Bayer AG and relates to its MaterialScience segment. The Company, currently a wholly owned subsidiary of Bayer AG, is preparing combined financial statements. The preparation of combined financial statements for the Covestro group on a standalone basis will require that certain changes be made to the financial information presented herein. Accordingly, the information presented herein should be treated as merely indicative of the performance of the Covestro group as a standalone business and shall be superseded in its entirety by the combined financial statements for the Covestro group. Certain information in this presentation is based on management estimates. Such estimates have been made in good faith and represent the current beliefs of applicable members of management. Those management members believe that such estimates are founded on reasonable grounds. However, by their nature, estimates may not be correct or complete. Accordingly, no representation or warranty (express or implied) is given that such estimates are correct or complete. We advise you that some of the information presented herein is based on statements by third parties, and that no representation or warranty, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of this information or any other information or opinions contained herein, for any purpose whatsoever. Certain statements contained herein may be statements of future expectations and other forward-looking statements that are based on the Company’s current views and assumptions and involve known and unknown risks and uncertainties that may cause actual results, performance or events to differ materially from those expressed or implied in such statements. No one undertakes to publicly update or revise any such forward-looking statement. Neither Covestro, Bayer AG, Deutsche Bank AG, Morgan Stanley Bank AG or any of their respective officers, employees or affiliates nor any other person shall assume or accept any responsibility, obligation or liability whatsoever (in negligence or otherwise) for any loss howsoever arising from any use of this presentation or the statements contained herein as to unverified third person statements, any statements of future expectations and other forward-looking statements, or the fairness, accuracy, completeness or correctness of statements contained herein, or otherwise provided at this presentation or arising in connection with this presentation. Neither Deutsche Bank AG nor Morgan Stanley Bank AG has independently verified any information herein. In giving this presentation, none of Covestro, Bayer AG, Deutsche Bank AG, Morgan Stanley Bank AG or their respective agents undertake any obligation to provide the recipient with access to any additional information or to update this presentation or any information or to correct any inaccuracies in any such information. Any decision to purchase ordinary shares in any offering should be made solely on the basis of information contained in any prospectus or offering circular that may be published by the Company in final form in relation to any proposed offering and which would supersede this presentation and information contained herein in its entirety. Each of Deutsche Bank AG and Morgan Stanley Bank AG is acting only for the Company and will not be responsible to anyone other than the Company for providing the protections afforded to their clients or for providing advice in relation to any potential offering of securities of the Company. 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In addition, this presentation does not constitute an offer document or an offer of securities to the public in the United Kingdom to which section 85 of the Financial Services and Markets Act 2000 of the United Kingdom applies. In the United Kingdom, this presentation is being distributed only to, and is directed only at Qualified Investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) are high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) are persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons”). This presentation is not intended to provide the basis for any evaluation or any securities and should not be considered as a recommendation that any person should subscribe for or purchase any securities. Any investment or investment activity to which this document relates is available only to Relevant Persons in the United Kingdom and Qualified Investors in any member state of the EEA, other than the United Kingdom, and will be engaged in only with such persons. This document may not be distributed or transmitted into Australia, Canada or Japan or any other jurisdiction where such distribution is unlawful. covestro.com 2 Today’s presentation team Patrick Thomas CEO • CEO of Bayer MaterialScience since 2007 • Professional experience: • President of Huntsman Polyurethane, Performance and Advanced Materials divisions • CEO of ICI Polyurethanes • > 37 years of industry experience covestro.com Frank H. Lutz CFO • Joined as CFO in October 2014 • • • • Professional experience: CFO of Aldi Süd CFO of MAN Started his career at Goldman Sachs and held positions in Frankfurt, London and New York • > 20 years of finance experience Ronald Köhler Head of Investor Relations • Joined as Head of Investor Relations in June 2015 • Professional experience: • Partner and Head of Chemicals at MainFirst • Head of European Chemicals Research at Commerzbank • > 20 years of experience in finance 3 Section 1 Covestro Company Overview covestro.com 4 Inventor and leader in high-tech material solutions Covestro at a glance Sales split by geography 2014A Sales split by end-market 2014A Latin America, Africa, Middle East 12% Sports / Leisure, Cosmetics, Health, Other 19% Automotive / Transport 22% Europe 38% Chemicals 9% North America 22% Construction 19% Electrical / Electronics 13% Asia Pacific 28% Key Financials(a): covestro.com €11.7bn sales 2014A Notes: (a) Based on Covestro segment financials as published by Bayer AG (b) Before special items Source: Company information Wood / Furniture 18% €1.2bn(b) EBITDA 2014A 10.2%(b) EBITDA Margin 2014A and 14.1%(b) in Q1’15A 5 Inventor and leader in high-tech material solutions Covestro at a glance • Leading global polymer producer in polyurethanes and its derivatives as well as polycarbonates • Proven track record of process and product innovation, customer proximity as well as market-driven solutions • State-of-the-art asset base with leading process technology and total production capacity of 4.7m(a) mt distributed across 8 world-scale production facilities in three main regions • Back-integration into chlorine, propylene oxide and other feedstock, aimed at sourcing critical raw materials internally with no/limited merchant market sales • Headquartered in Leverkusen, Germany, with over 16,000 employees globally covestro.com Notes: (a) Includes total capacity for PUR and PCS in 2014 6 Market-leading, structurally attractive business units Covestro business units Polyurethanes (PUR) covestro.com Polycarbonates (PCS) Coatings, Adhesives, Specialties (CAS) 7 Market-leading, structurally attractive business units Covestro business units Business Units Covestro Global Position(a) / Capacity Sales 2014A(b) Polyurethanes (PUR) ● Global #1: MDI 1,475kt TDI 660kt Polyether polyols 1,280kt EMEA 540kt NAFTA 230kt APAC 510kt ● Global #1: Aliphatic isocyanate derivatives ● €2.8bn or 24% of Covestro ● €1.9bn or 16% of Covestro ● Rigid foam: ● Automotive parts ● Surface coatings ● IT and electrical equipment, electronics ● Adhesives and sealants ● Construction (windows, roof structure) ● Specialty films ● Cold chain ● Automotive parts ● Flexible foam: ● Furniture ● Bedding / mattresses covestro.com ● Joint Global #1: Coatings, Adhesives, Specialties (CAS) ● €6.3bn or 54% of Covestro ● Building insulation Key Applications Polycarbonates (PCS) ● Elastomers ● Consumer products, medical, and other applications Notes: (a) For PUR: Market position based on total nameplate capacity for MDI, TDI and Polyether polyols in 2014 (including 100% of JVs) relative to competitors as per Nexant industry analysis; Polyether polyols capacity excluding 25kt capacity in Indonesia following site closure in 2014; for PCS: joint global leader (SABIC is the other #1) based on entire Polycarbonates nameplate capacity as per Nexant industry analysis; for CAS: Based on total Aliphatic isocyanates volume in 2014 relative to competitors as per Orr & Boss analysis (b) Based on Covestro segment financials as published by Bayer AG including Industrial Operations segment and Others Source: Nexant, Orr & Boss 8 Building upon 80 years of innovation and market leadership Covestro history 1976-2014 CAGR 1998 First automotive glazing application for the Smart rear window 7% 2010 2015 Significant investments in expansion of facilities at site in China First bio-based cross-linker (PDI) Acquisition of TCG to build position in Thermoplastic composites 1982 1995 Special grade of Makrolon® used in optical storage media First Makrolon® Introduction of Makrolon® based films for high security documents automobile headlamp 2011 Shanghai TDI plant with new gas phase phosgenation technology 1991 1959 Moltopren® adopted by fashion industry 1962 Polyurethane rigid foam launched as insulation for cooling devices NASA memory foam first released under the "Tempur” brand, establishing a major customer for Covestro’s Softcell 2012 2001 Introduction of microcell technology, with improved insulation efficiency 2014 INSQIN® Waterborne PU for synthetic leather and other coated fabrics Covestro integrated site built in Shanghai, China 1993 1985 1953 1937 Hermann Schnell discovers Polycarbonates 1967 Otto Bayer discovers Polyurethane Bayer presents the first car made almost entirely from plastic First Bayblend® flame retardant grades for business machines 2 component waterborne PU for parquet coating, wood coating and plastic coatings 2014 2013 Replacing epoxy resin by PU resin for wind blades Construction of new production line in Dormagen to use CO2 as a new raw material for foams 1954 Kuno Wagner invents crosslinking agents for lightfast Polyurethane coatings 2015 covestro.com Source: Bayer 9 Focus on higher-value engineering polymers and active specialties Covestro in the polymer spectrum ● Active only in higher-value, smaller-volume engineering polymer markets ● Relatively consolidated markets with stable structures, largely unchanged over the last 5 years ● Product differentiation from close customer interaction and solution development Plastics materials demand by resin types 2014 8,000 Average selling price (US$/t)(a) 5.000 Aliphatic isocyanate derivatives (CAS)(b) PBT 4.000 PMMA Nylon 6 3.000 PC TDI PS MDI PE EPS 2.000 PP PET 1.000 0 10% ABS Polyether Polyols PVC 40% 70% Top 5 producers’ share of total capacity 100% Sales Value (US$bn)(c) Covestro product (US$bn)(c) covestro.com Notes: (a) Average selling price is based on 2014 published prices in Europe (b) Proxy for CAS business unit; based on aliphatic isocyanate derivatives (derived from HDI, IPDI and H12MDI monomers) (c) Sales value defined as: global demand (t) x average selling price (US$/t); bubble in the legend reflects c. US$2.0bn sales value Source: Nexant 10 Independence unlocks further potential for capital and cost efficiencies Transitioning into a stand-alone company Separation from Bayer… Bayer MaterialScience 28% …gives Covestro greater flexibility to independently pursue business goals Strategic freedom to execute asset optimization initiatives Focus on achieving business process and cost efficiencies Bayer HealthCare 49% Strategic flexibility to develop business portfolio Ability to access capital markets and optimize capital structure Bayer CropScience 23% Bayer 2014A(a) Sales €42.2bn covestro.com From Life Sciences Group to pure-play Chemicals Notes: (a) As per Bayer Annual Report 2014 11 Section 2 Covestro Key Investment Highlights covestro.com 12 Global leader in high-tech material solutions Covestro Key Investment Highlights 1 Leading and defendable global market positions based on focused portfolio 2 Favorable industry dynamics with robust above GDP growth prospects in a diverse range of end-markets 3 Positioned to deliver volume growth through well-invested, large-scale asset base with competitive cost position 4 Portfolio including high-value CAS business with attractive and historically resilient margin profile 5 Attractive cash flow growth potential underpinned by disciplined cost management Headed by experienced management with full commitment to value creation covestro.com 13 1 Market leader in industries with distinct entry barriers Global market positions and structure(a) Key Barriers to Entry Covestro Global Position (2014) BU Polyurethanes BU Polycarbonates MDI TDI Polyether polyols(b) #2 #1 #2 Joint #1(c) Other Players Other Players Other Players Other Players 22% 25% PC BU Coatings, Adhesives, Specialties Aliphatic isocyanate derivatives Polyurethane dispersions #1 #1 Other Players Other Players 47% 15% 27% ● Sizable investment requirement ● Use of advanced process technology ● Imperative to operate a global asset base to enable customer proximity ● Persistent demand for product innovation ● Requirement for efficient feedstock integration covestro.com 17% ● Economies of “scope” crucial ● Formulation and application know-how are necessary ● Deep customer relationships and based on long-term R&D collaborations ● Critical to operate a global platform Notes: (a) Based on total nameplate capacity for MDI, TDI, Polyether polyols and PCS in 2014A relative to competitors as per Nexant industry analysis; based on total nameplate capacity for Aliphatic isocyanate derivatives and Polyurethane dispersions in 2014A relative to competitors as per Orr & Boss industry analysis (b) Covestro Polyether polyols capacity excluding 25kt capacity in Indonesia as site shut down in 2014A (c) Joint #1 position between Covestro and SABIC based on total nameplate capacity for PCS in 2014A relative to competitors as per Nexant industry analysis Source: Nexant, Orr & Boss 14 2 Above GDP market growth driving industry capacity utilization and supporting higher margins Global trends covestro.com Climate change Growing population Mobility Increasing urbanization 15 2 Above GDP market growth driving industry capacity utilization and supporting higher margins Industry outlook Demand outlook(b) (2014A – 2020E) Supply outlook (2014A – 2020E) Supply (kt)(a) Demand (kt) Industry spreads (US$/t)(c)(d) CAGR MDI 5.8% 7.990 4.1% 8.430 6.640 Stable 2020E 2014A 2020E CAGR CAGR 4.8% 4.0% 2.980 TDI Utilization rate (%)(d) CAGR 5.710 2014A 2.240 2014A 2020E 2010A 2012A 2014A 2016E 2018E 2020E 2010A 2012A 2014A 2016E 2018E 2020E 2010A 2012A 2014A 2016E 2018E 2020E 3.350 2.650 2014A CAGR 2020E CAGR 4.6% PCS Operating rates and margins 1.9% 4.920 4.815 2020E 2014A 5.380 3.750 2014A covestro.com Notes: (a) (b) (c) 2020E Industry spread Utilization rate Based on historical and announced future nameplate capacity Assumes global GDP CAGR 2014A – 2020E of 3.6% as per Nexant analysis Global industry spread calculated by margin over raw material costs in Europe, US and China weighted respectively by demand in Europe, US and China. Qualitative statements based on Nexant data (d) Management estimates additional capacity (not captured in the Nexant data) may come on-stream post-2018 if prevailing market dynamics make it economically rational. These capacity estimates have been included in this analysis and represent the lower end of the range post-2018 Source: Nexant 16 3 Positioned for profitable volume growth through well-invested assets and competitive cost position Competitive production platform Integrated production model Process technology leadership Global world-scale assets ODC CL2 Technology Gas-phase TDI plant in Dormagen Integrated site in Shanghai covestro.com 17 3 Positioned for profitable volume growth through well-invested assets and competitive cost position Covestro asset base Well-invested asset base Total capex (€m)(a) 8.5% Well-positioned for volume growth and operational leverage Capex / sales (%)(a) Capacity (kt) High capex historically; decline in recent years +360kt 6.8% 889 2007A 2014A 647 642 2005A 5.6% 4.695kt 4.640kt 2014A Future Paid for & under construction capacity Covestro PUR & PCS nameplate capacity covestro.com Notes: (a) Based on Covestro segment financials as published by Bayer AG Source: Nexant, Company information 18 4 Historically stable high-margin CAS business with sustainable competitive advantages Selected CAS application areas covestro.com 19 4 Historically stable high-margin CAS business with sustainable competitive advantages BU CAS at a glance Global leading supplier of high-performance materials to the coatings/adhesives/specialties industries #1 6+ 2,300+ 4,300+ Monomers Products Customers Producer of Aliphatic isocyanates(a) €1.9bn > 20% Sales 2014A EBITDA Margin CAS market growth(b) CAS products have all the characteristics of niche coating / ingredients chemicals • High value-add materials • Priced on the basis of performance, high level of margin resilience • Competition with other players based on performance, high entry barriers • Small proportion of cost to end-customer • Low volumes and large number of niche-customized products sold • Significant customer-specific commitments, leading to high switching costs • Product innovation and R&D critical to success CAGR 5.3% 2.600 2014A 3.550 3.6% 2020E GDP growth(c) covestro.com Notes: (a) Based on total Aliphatic isocyanates volume in 2014 relative to competitors as per Orr & Boss analysis (b) Shows PU raw materials industry demand (c) Defined as global GDP CAGR 2014A – 2020E Source: Orr & Boss 20 5 Potential for upside in profitability and cash generation Covestro’s financial profile • Strong recent momentum(c) Sales (€m) +3.7% -2.2% – positive yoy growth across both sales and EBITDA in Q1 +7.5% Sales – improvement in level of EBITDA profitability – positive gross cash flow generation Adjusted EBITDA(a) (€m) 11.0% 9.5% -15.1% Adjusted EBITDA(a) Adjusted EBITDA(a) Margin (%) 10.2% 13.1% 14.1% • Key building blocks in place to drive positive financial outlook +10.7% +15.8% – favorable market demand outlook – increasing utilization of asset base – disciplined cost focus through operational efficiency Gross cash flow(b) (€m) -6.8% Gross cash flow(b) covestro.com – central cost management +8.3% +9.5% • Well-invested asset base supporting strong volume growth Notes: (a) Defined as EBITDA before special items; Special items amount to (€27m) in 2012A, €29m in 2013A, (€38m) in 2014A, (€2m) in Q1 2014A and (€21m) in Q1 2015 (b) Defined as income after income taxes, plus income taxes, plus financial result, minus income taxes paid or accrued, plus depreciation, amortization and impairment losses, minus impairment loss reversals, plus / minus changes in pension provisions, minus gains / plus losses on retirements of noncurrent assets, minus gains from the remeasurement of already held assets in step acquisitions. The change in pension provisions includes the elimination of non-cash components of EBIT. It also contains benefit payments during the year (c) Supported by positive currency effects Source: Based on Covestro segment financials as published by Bayer AG 21 5 Track record of positive free operating cash flows across the cycle Cash flow delivery Covestro net sales vs. FOCF FOCF(a) (€m) Net sales (€m) 9.446 10.161 10.435 10.154 9.738 10.832 11.491 11.238 11.651 7.520 673 592 418 345 277 265 275 210 114 110 0 0 2005A 2006A 2007A 2008A 2009A 2010A Net sales 2011A 2012A 2013A 2014A FOCF ● Total of €3.3bn in free operating cash flow since 2005A ● Positive free operating cash flow every year including 2008A – 2009A cycle trough ● Well-invested asset base; over €6.5bn invested into new assets over last 10 years covestro.com Notes: (a) Free operating cash flow is calculated by net operating cash flow less cash outflows for property, plant and equipment and intangible assets Source: Based on Covestro segment financials as published by Bayer AG, company information 22 Section 3 Covestro Strategy for Future Growth covestro.com 23 Leverage industry leadership to capture market growth and improve asset / cost base Covestro strategy 1 Capture market growth over the next 5 years with existing world-scale assets 2 Improve cost position within 3 years and align overhead costs with best-in-class chemical industry benchmarks 3 Optimize asset footprint within 3 years through site consolidation, restructuring and efficiency projects 4 Protect and build profitable competitive positions through focused R&D 5 Embed sustainability in every element of the strategy covestro.com 24 Multiple levers for EBITDA growth in the future Building blocks for Covestro future profitability EDIT DATA EBITDA 2015E covestro.com Volume growth and operating leverage Cost improvement 1 2 Note: Chart not to scale Asset optimization Mid-term EBITDA 3 25 Multiple levers for EBITDA growth in the future Building blocks for Covestro future profitability 1 Volume growth and operating leverage Increased sales volume through higher utilization 360kt(a) New capacities coming on-stream; capex largely spent Covestro growth initiatives ●Explore partnering options, incl. swap arrangement ●Leverage existing customer proximity and market access to achieve growth ●Grow in adjacencies and new applications Covestro capacity in use 2014 covestro.com Covestro available capacity in 2017 Notes: (a) Total for PUR and PCS (b) Transition Services Agreement (c) Shared Services Center Source: Nexant 2 Cost improvement 3 Overhead cost savings Fixed asset management cost improvement Optimize corporate functions – IT, Finance, Accounting, HR, Procurement and Executive Services to be benchmarked to identify specific reduction potential Streamlining IT infrastructure and business model More tailor-made service function designs to replace current TSA(b) with Bayer which will reduce G&A costs Leaner SSC(c) approach in Accounting BU-level specific cost savings Streamline sales force Focus on core markets and customers Consolidation within regional functions, product management and sales Adjustment of back-office to business needs Maximize use of existing trade and distribution channels for markets without local presence Asset optimization – Rolling out best practices in China and US sites – Improved processes and software tools support execution – New concepts and maintenance efficiencies driving further optimization Current asset restructuring / efficiency projects – Closure of MDI site in Brazil – TDI EMEA restructuring Planned restructuring – Ongoing site consolidation 26 Global leader in high-tech material solutions Summary of Key Investment Highlights 1 Leading and defendable global market positions based on focused portfolio 2 Favorable industry dynamics with robust above GDP growth prospects in a diverse range of end-markets 3 Positioned to deliver volume growth through well-invested, large-scale asset base with competitive cost position 4 Portfolio including high-value CAS business with attractive and historically resilient margin profile 5 Attractive cash flow growth potential underpinned by disciplined cost management Headed by experienced management with full commitment to value creation covestro.com 27 Appendix Covestro Business Unit Financials Polyurethanes (PUR) Polycarbonates (PCS) Coatings, Adhesives and Specialties (CAS) covestro.com 28 Overview of key business unit financials of Covestro Net sales by region Net sales by business unit Net sales (€m) Net sales (€m) 11.651 11.491 713 11.238 6% 1.972 17% 2.819 25% 5.987 52% 631 681 6% 1.863 17% PUR covestro.com 11.238 5% 1.498 13% 1.403 12% 3.149 27% 3.048 27% 2.441 21% 2.424 22% 1.372 12% 3.245 28% 2.593 22% 1.915 16% 2.640 6.054 23% 54% 2.820 6.285 24% 54% 2.803 165 469 6% 17% 3.014 165 534 659 24% 764 1.510 2012A 11.651 11.491 2013A PCS 2014A CAS Q1 2014A 54% 1.551 3.014 2.803 5% 18% 25% 330 4.403 38% 4.363 39% 4.441 51% Q1 2015A I / O and Others Note: Based on Covestro segment financials as published by Bayer AG Source: Company information 38% 12% Europe 2013A 2014A North America Asia / Pacific 12% 28% 24% 736 26% 856 596 21% 718 1.141 41% 2012A 347 Q1 2014A 1.093 36% Q1 2015A Latin America / Africa / Middle East 29 Inventor and leader in polyurethanes Covestro PUR at a glance • Inventor and producer of polyurethane raw materials and systems mainly for rigid and flexible foams(a) • Broad portfolio spanning MDI and TDI (isocyanates) and Polyether polyols • Competitive integration from feedstock through to systems • Global production platform comprising 21 production units located in US, Europe and Asia(b) • Total production capacity of c.3,400kt and c.4,800 employees • Largest business unit generating more than 50% of Covestro sales #1 manufacturer of PU globally(c) covestro.com €6.3bn Sales 2014A(d) 54% of Covestro sales in 2014(d) Notes: All information based on 2014A unless otherwise stated (a) As well as integral foam, semi rigid foam, RIM, TPU and CASE applications (b) Includes all MDI, TDI and Polyether polyols units that partially reside at one site; feedstocks, TPU and systems houses are excluded (c) Based on total combined nameplate capacity for MDI, TDI and Polyether polyols in 2014A relative to competitors as per Nexant industry analysis (d) Based on Covestro segment financials as published by Bayer AG including Industrial Operations segment and Others 30 Global leading producer of polycarbonates serving key growth markets Covestro PCS at a glance • Joint global leader in polycarbonates together with SABIC and expected to become #1 in Asia in 2016/2017 in terms of capacity(a) • Inventor of polycarbonates chemistry • Offers products and solutions for a wide range of applications comprising, automotive, IT, electronics, architectural glazing, industrial lighting, medical technology as well as eyewear • Optimally integrated production process along the value chain • Global platform with 5 production sites, 5 R&D centers, 7 compounding centers with BU headquarter in China • Total current primary production capacity of c.1,300kt and c. 3,600 employees • Current trough industry margin with upward trajectory as a result of increasing industry utilization rates(a) Joint #1 Producer of PCS globally(b) covestro.com €2.8bn Sales 2014A(c) 24% of Covestro sales 2014A(d) Notes: (a) As per Nexant industry analysis (b) Together with SABIC as other #1 player; based on entire polycarbonates nameplate capacity as per Nexant industry analysis (c) Based on Covestro segment financials as published by Bayer AG (d) Based on Covestro segment financials as published by Bayer AG including Industrial Operations segment and Others Source: Company Information, Nexant 31 Niche business focused on the high-end of the value chain Covestro CAS at a glance • Global leading supplier of high-performance materials to the coatings and adhesives industry and other specialties (e.g. films, textiles, medical) • Inventor of and technology leader in isocyanate derivatives for coatings, adhesives, sealants and specialties • More than 2,300 products based primarily on six monomers, serving over ten high-end markets and over 4,300 customers • Product pricing driven by value-added to end-customer, as Covestro CAS materials are critical to the performance of the final product, but form a small proportion of the overall cost • Market-driven innovation in close collaboration with all partners in the value chain, developing customized solutions for specific problems (“forward marketing”) • Efficient production processes benefitting from low cost technology and integration • Has delivered stable, resilient margins with strong cash flow generation and returns #1 €1.9bn Producer of Aliphatic isocyanates(a) covestro.com Sales 2014(b) Notes: (a) (b) 16% of Covestro sales 2014(b) Based on total aliphatic isocyanates volume in 2014 relative to competitors as per Orr & Boss analysis Based on Covestro segment financials as published by Bayer AG including Industrial Operations segment and Others 32