Comfort Letter
Exhibit 99.2
Convenience
Translation —
German Version legally binding
German Version legally binding
Dritte BV GmbH, Leverkusen, registered in the commercial register of the Local Court in
Cologne under HRB 52162 (“BV”) intends to enter into a domination and profit and loss Transfer
Agreement with Schering AG, Berlin, registered in the commercial register of the Local Court in
Charlottenburg, Berlin, under 93 HRB 283 (“Schering”) as a dependent enterprise (the “Corporate
Group Agreement”). It is intended to agree under the Corporate Group Agreement on a compensation in
terms of Section 305 German Stock Corporation law (Aktiengesetz) in an amount of EUR 89.00 per
non-par share and on a guaranteed dividend in terms of Section 304 German Stock Corporation law
(Aktiengesetz) in a gross amount of EUR 4.60 (net currently EUR 3.62) per non-par share.
As the 100% parent company of BV, we, Xxxxx XX, Leverkusen, registered in the commercial register
of the Local Court in Cologne under HRB 51368 (“Xxxxx XX”) hereby issue the following declaration:
Xxxxx XX undertakes without any restriction and irrevocably to ensure that BV is managed and
financially supported in such a manner that BV is at all times in a position to timely
perform all of its obligations under or in connection with the Corporate Group Agreement
with Schering. Vis-à-vis the outside shareholders of Schering, Xxxxx XX guarantees
irrevocably and without any restrictions that BV will fulfill all of the outside
shareholders’ claims under or in connection with the Corporate Group Agreement between BV
and Schering, especially those with respect to the payment of the guaranteed dividend and
the compensation.
Leverkusen, this 27 July 2006
Bayer XX
Xxxx
|
ppa. Xxxxxx |
