BCR C.R. Bard, Inc. (delisted)

C. R. Bard, Inc. (“Bard”) made the following presentation available to employees of Bard in connection with Becton, Dickinson and Company’s pending acquisition of Bard.

Overview of Optimum Program Equity and Cash Award Treatment upon the Closing of the Announced Merger with Becton Dickinson April 2017

FORWARD-LOOKING STATEMENTS The information presented herein contains estimates and other forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. The words “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” “outlook” and similar words, phrases or expressions are intended to identify such forward-looking statements, but other statements that are not historical facts may also be considered forward-looking statements. These forward-looking statements include statements about the benefits of the merger, including anticipated future financial and operating results, synergies, accretion and growth rates, BD’s, Bard’s and the combined company’s plans, objectives, expectations and intentions, and the expected timing of completion of the transaction. There are several factors which could cause actual plans and results to differ materially from those expressed or implied in forward-looking statements. Such factors include, but are not limited to, the failure of the closing conditions to be satisfied, or any unexpected delay in closing the proposed merger, including the failure to obtain the necessary approval by Bard shareholders and the risk that the required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed merger; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the outcome of any legal proceedings related to the proposed merger; risks relating to the integration of BD’s and Bard’s businesses, operations, products and employees, including the risk that this integration will be materially delayed or will be more costly or difficult than expected; the risk that the integration of the cost savings and any revenue synergies from the merger may not be realized or take longer than anticipated to be realized; the risk of higher than anticipated costs, fees, expenses and charges in relation to the proposed merger; access to available financing on a timely basis and reasonable terms; reputational risk and the reaction of BD’s and Bard’s employees, customers, suppliers or other business partners to the proposed merger, including a risk of loss of key senior management or other associates; developments, sales efforts, income tax matters, the outcomes of contingencies such as legal proceedings, and other economic, business, competitive and regulatory factors; as well as other risks, uncertainties and factors discussed in BD’s and Bard’s respective filings with the U.S. Securities and Exchange Commission (the “SEC”), available free of charge at the SEC’s website at www.sec.gov. BD and Bard do not intend, and disclaim any obligation, to update or revise any forward-looking statements contained in this communication to reflect events or circumstances after the date hereof, except as required by applicable laws or regulations. ADDITIONAL INFORMATION ABOUT THE PROPOSED TRANSACTION AND WHERE TO FIND IT In connection with the proposed transaction, BD will file a registration statement on Form S-4 with the SEC that will include a proxy statement of Bard that also constitutes a prospectus of BD. BD and Bard also plan to file other documents in connection with the proposed transaction with the SEC. INVESTORS AND SHAREHOLDERS OF BARD ARE URGED TO READ CAREFULLY THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BD, BARD, THE PROPOSED TRANSACTION AND RELATED MATTERS. The registration statement and proxy statement/prospectus and other documents filed by BD or Bard with the SEC will be available free of charge at the SEC’s website at www.sec.gov. In addition, investors and shareholders will be able to obtain free copies of the documents filed with the SEC by BD at BD’s website at www.bd.com, in the “Investors” section by clicking the “Investors” link or by contacting BD Investor Relations at Monique_Dolecki@bd.com or calling 201-847-5378, and will be able to obtain free copies of the documents filed with the SEC by Bard at Bard’s website at www.crbard.com, in the “Investors” section by clicking the “Investors” link or by contacting Bard Investor Relations at Todd.garner@crbard.com or calling 908-277-8065. PARTICIPANTS IN THE SOLICITATION BD, Bard, their respective directors and certain of their executive officers and other employees may be deemed to be participants in the solicitation of proxies from Bard’s shareholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the Bard shareholders in connection with the proposed merger, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement/prospectus when it is filed with the SEC. Information about BD’s directors and executive officers is available in BD’s proxy statement for its 2017 annual meeting of shareholders, which was filed with the SEC on December 15, 2016, and other documents subsequently filed by BD with the SEC. Information about Bard’s directors and executive officers is available in Bard’s proxy statement for its 2017 annual meeting of shareholders, which was filed with the SEC on March 15, 2017, and other documents subsequently filed by Bard with the SEC.

Today’s Agenda Introduction and discussion objectives Summary of the Merger Consideration Treatment of Optimum Equity and Cash Awards under the Merger Agreement Where to go for more information This is a summary and in the event of a conflict between this summary and the terms of the Merger Agreement or the applicable plan or agreement, the Merger Agreement or the applicable plan or agreement will govern. 

Introduction and Objectives Today’s Webcast is being led by Betty Larson, VP, Global Human Resources and Kristi Payne Benitez, Staff VP, Compensation and Benefits Our main objective is to provide plan participants with an overview of how outstanding Optimum awards will be treated upon Closing under the terms of the Merger Agreement with Becton Dickinson (BD) Today’s discussion will address the following compensation vehicles: Optimum Plan RSUs and Optimum Cash Awards

Treatment of Existing Equity Awards Overview

Summary of the Merger Consideration For any owned Bard shares that you hold in your brokerage account at the Effective Time of Closing, you will receive the following “Merger Consideration”: Based on the transaction terms and the closing price of BD common stock on 4/21/17, the total value of each Bard share is $317 1 Bard Share à $222.93 (cash) + 0.5077 shares of BD common stock 1 Bard Share à $222.93 (cash) + $94.07 (BD common stock value*) * $94.07 = 0.5077 X $185.29 (the closing price of BD common stock on 4/21/17). Note that this is illustrative and that the value of the BD common stock portion of the merger consideration will be based on the value of BD common stock at the time of Closing.

Stock Award Exchange Ratio The Stock Award Exchange Ratio is a primary factor in calculating the conversion of the Bard equity awards into awards relating to BD common stock upon Closing The Stock Award Exchange Ratio will be calculated upon Closing as follows: Throughout this presentation, we will be using BD’s 4/21/17 closing price of $185.29 as an example, as shown below: This can be expressed more simply as the following: * Note that the final Stock Award Exchange Ratio will be determined based on the volume-weighted average price of a share of BD common stock for “the 5 consecutive trading day period ending on the trading day immediately preceding the Closing Date.” Stock Award Exchange Ratio = Exchange Ratio + Per Share Cash Amount BD Closing Share Price* Stock Award Exchange Ratio = 0.5077 + $222.93 $185.29* = 0.5077 +1.2031 = 1.7108 Stock Award Exchange Ratio = $317 . $185.29* = 1.7108

Treatment of Existing Equity Awards Optimum Plan RSUs and Cash Awards

Optimum Plan Restricted Stock Units Key Vesting Terms & Conditions* Pre-Merger Vesting Terms RSUs vest 25% on the fourth anniversary of the grant date and 25% each on the fifth, sixth and seventh anniversaries of the grant date Any unvested units would be forfeited upon your voluntary termination, except in the case of termination for Death, Disability or Retirement (in which case partial vesting occurs) Post-Merger Key Vesting Terms As a result of the COC, your Adjusted RSUs would vest upon termination of your employment under certain circumstances during the applicable protected termination period following the COC The protected termination period following a COC Closing is: Two years for the 2011, 2012 and 2013 grants One year for the 2014, 2015 and 2016 grants * Please see LTIP plan document and Terms and Conditions of each grant for specific award terms. If you currently hold Bard Optimum RSUs, those RSUs will be converted into stock-settled BD RSUs (Adjusted RSU) at Closing The original vesting schedule and other terms & conditions continue to apply, including those related to Change of Control (COC)

Optimum Plan Restricted Stock Units Unit Conversion Example Your Bard Optimum RSUs will be converted into BD Adjusted RSUs through the following formula: As an example, if you hold 100 Bard RSUs, you would now hold 171 BD Adjusted RSUs: Bard Optimum RSUs Held X The Stock Award Exchange Ratio = BD Adjusted RSUs (Rounded to the nearest whole share) 100 Bard Optimum RSUs X 1.7108* = 171.08 à 171 BD Adjusted RSUs * In this example, the Stock Award Exchange Ratio of 1.7108 assumes the volume-weighted average price of a share of BD common stock for “the 5 consecutive trading day period ending on the trading day immediately preceding the Closing Date” is equal to the closing stock price on April 21, 2017.

Optimum Plan Restricted Stock Units Estimated Value Example The value of BD Adjusted RSUs is equal to the number of units multiplied by the value of BD stock price. Assuming the BD stock price is equal to $185.29* at Closing, the example from the prior page would be valued as follows: 100 Bard Optimum RSUs = 171 BD Adjusted RSUs = 171 x $185.29 = $31,685 (approx.) * This is the closing price of BD common stock on 4/21/17 and is used here for illustrative purposes only.

Optimum Plan Cash Awards Key Vesting Terms & Conditions* Pre-Merger Vesting Terms Cash Awards vest and are payable 20% on the second anniversary of the award date, 30% on the third anniversary of the award date, and 50% on the fourth anniversary of the award date Any unvested amounts would be forfeited upon separation from service before the vesting date, except in the case of termination for Death, Disability or Retirement Post-Merger Key Vesting Terms As a result of the COC, your Optimum Cash Award would vest upon termination without “cause” or due to a “qualifying termination” within one year following the COC Please see the Bard Optimum Plan for the details regarding definitions of “cause” and “qualifying termination” applicable to your award * Please see Bard Optimum plan document and Terms and Conditions of each grant for specific award terms. If you currently hold a Bard Optimum Cash Award (granted in 2017), that award will become an obligation of BD at Closing The original vesting schedule and other terms & conditions continue to apply, including those related to Change of Control

Optimum Plan Cash Awards Payout Example Cash awards made in 2017 vest and are payable based on the stated vesting schedule As an example, an “Elite Status” award of $50,000 would vest as follows: Vest Date % of Award Vested Value Last day of February 2019 20% $10,000 Last day of February 2020 30% $15,000 Last day of February 2021 50% $25,000

Additional Resources

Where to go for more information There are resources available should you have additional questions and need more information Visit the following website for information: https://bardinfocenter.crbard.com and go to Resources > BD Integration To view your current holdings, please log into your Morgan Stanley account at https://www.stockplanconnect.com or contact Morgan Stanley at 800-367-4777 (US) or 801-617-7414 (International) Email any questions to: bardequityquestions@crbard.com

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