Dear Fellow Stockholder:

You are invited

It is my pleasure to invite you to attend Baxter’s Annual Meeting of Stockholders on Tuesday, May 8, 20183, 2022, at 9:009 a.m., Central Daylight Time, atTime. The attached Notice of Annual Meeting of Stockholders and Proxy Statement will serve as your guide to the business to be conducted.

In 2021, Baxter International Inc. (Baxter or the company) celebrated 90 years of advancing its Mission to Save and Sustain Lives. Sadly, this remarkable milestone unfolded against the backdrop of the protracted COVID-19 pandemic, which has been a constant reminder of both the urgency of our Mission and the depth of our commitment.

Baxter’s portfolio of medically essential products has kept us squarely on the front lines of this global public health crisis from the start. Beginning in 2021, we have also played a vital role in the manufacture of vaccines through our BioPharma Solutions manufacturing business. I am so proud of our colleagues worldwide who continue working tirelessly to serve our stakeholders in the face of new variants and an ever-shifting pandemic trajectory. Together we salute the caregivers who are combating this pandemic daily.

Baxter’s years-long, enterprise-wide transformation – powered by increased innovation, an ongoing focus on patient safety and quality, enhanced operational effectiveness and disciplined capital allocation – has given us a strong foundation from which to manage through challenges like the ongoing pandemic while simultaneously embracing our opportunities to expand our impact and accelerate performance.

In late 2021, we took the next leap forward in our transformation through our acquisition of Hillrom Holdings, Inc. (Hillrom). This combination of two recognized medical technology leaders does more than extend our already diverse healthcare portfolio; it unlocks new potential for innovation in connected care spanning our united product lines. That means new possibilities to spark clinical insights, enhance patient outcomes and increase workflow efficiencies – and generate greater value for the patients, clinicians, employees, communities and stockholders who rely on us.

This is the largest acquisition in Baxter’s history, creating remarkable opportunities for growth across our global footprint as well as anticipated synergies driving meaningful cost reduction and margin expansion. Our organization is energized by the promise of this combination and I am fully committed to personally overseeing the successful integration of our organizations – a process that is already well underway.

Also providing critical leadership is Giuseppe Accogli, who was recently named our executive vice president and chief operating officer (COO). Giuseppe is a 14-year Baxter veteran, experienced across an array of senior management positions. As COO, his top priorities include advancing a rapid, smooth integration and building upon the opportunities presented by this acquisition.

Our diverse portfolio of essential products, global reach, passion to innovate and enhanced operational efficiency continue to fuel our performance and resilience. In 2021, Baxter drove year-over-year reported and constant currency growth in global sales across all of its businesses and geographies. We increased our dividend rate by approximately 14% and returned approximately $1.1 billion to investors through dividends and share repurchases.

Like our peers across countless industries, we are not immune to inflationary pressures and the rising cost of raw materials, commodities, components, fuel and shipping. As always, our response is driven foremost by our Mission and colleagues from across our operations are working diligently to ensure steady access to the lifesaving products used by patients and clinicians globally.

Both our Mission and dedication to making a meaningful difference compel us to address the environmental, social and governance (ESG) issues touching the lives of our patients, employees and myriad of communities we serve. These efforts are bolstered by our emphasis on good governance, ethics and compliance, inclusion and diversity and numerous other factors that define our impact as a leading corporate headquarters located at Onecitizen.

In 2021, Baxter Parkway, Deerfield, Illinois 60015. Registrationintroduced its 2030 Corporate Responsibility Commitment, comprising ten goals for prioritized action over the next decade and beyond across three key pillars: Empower our Patients, Protect our Planet and Champion our People and Communities. You can find more details in the “Corporate Responsibility” section of the proxy statement and in the Corporate Responsibility section of www.baxter.com.

Our focus on sound corporate governance continues to be realized through the composition and practices of our Board of Directors (the Board). The Board maintained its outreach and engagement with Baxter investors throughout 2021, which is vital to helping set our priorities and trajectory.

As part of our steady emphasis on Board refreshment, we were privileged to welcome two new Board members in 2021: David S. Wilkes, M.D., former dean of the University of Virginia School of Medicine, who joined us in February; and Nancy M. Schlichting, retired president and chief executive officer of Henry Ford Health System, who joined us in December in conjunction with the closing of the Hillrom acquisition.

We also offer our appreciation to two Board members departing this May: John D. Forsyth, who has served since 2003; and Thomas T. Stallkamp, who joined us in 2000 and served as lead director between May 2014 and February 2021. They have my deepest thanks for their longtime service and commitment to Baxter’s Mission.

As part of our COVID-19 precautions, the Annual Meeting of Stockholders will begin at 8:00 a.m.once again be held by means of remote communications. We hope that you are able to join us to discuss our 2021 results and learn more about our strategic priorities and trajectory for 2022 and beyond. Please review the information on attendance provided on p. 92 of the attached Notice of Annual Meeting of Stockholders and Proxy Statement.

Details of the business to be conducted at the Annual Meeting are included in the attached Notice of Annual Meeting of Stockholders and Proxy Statement. Ifproxy statement, which we encourage you plan to attend the Annual Meeting, please review the information on attendance provided on page 71 of the Proxy Statement.read carefully.

Your vote is very important. Whether or not you planimportant to attend in person,us and I urge you to vote your shares as promptly as possible. You may vote your shares by Internet or by telephone. If you received a paper copy of the proxy card by mail, you may sign, date and return the proxy card in the enclosed envelope. If you attend

You will be able to submit questions in advance of and during the Annual Meeting, you may revoke your proxy and vote in person.Meeting.

Very trulyIt is the greatest honor of my career to serve as Baxter’s leader and, with the acquisition of Hillrom, to set forth on the next chapter of this company’s remarkable story. As always, our success is due entirely to the hard work and dedication of our 60,000 colleagues globally, a proudly diverse team united in a single Mission: Save and Sustain Lives.

On behalf of the Board, management team and employees, thank you for your continued confidence and support as we advance this Mission for patients globally. We look forward to your participation in this year’s Annual Meeting of Stockholders.

Sincerely yours,

José (Joe) E. Almeida

Chairman of the Board,

President and Chief Executive Officer

Dear Stockholder:

It has been my privilege to serve as Baxter’s lead independent director during 2017. Primary roles

First and foremost, on behalf of the lead director are to: be a liaisonBoard, I would like to thank you for other directors to help ensure their issuesyour investment in Baxter and input are incorporated intofor the confidence you place in the Board meetings; work closely with the Chairman/CEO to develop the agenda topics;oversee your interests in our company. While COVID-19 and provide an independent channel for investors, stockholders and other outside parties to have accessits variants posed ongoing challenges to the Boardhealthcare system in 2021, we are proud of how Baxter made significant progress executing against its long-term strategy while continuing to provide support to hospitals, healthcare providers and the company.patients.

YourThe Board playsis committed to providing critical oversight and nurturing a key advisoryculture that values protecting and growing your investment over the long term. As directors, we continue to play an integral role in overseeing the mission and strategic direction of the company, monitoring the execution by Baxter’s management and we are actively committedhelping to our oversight responsibilities across all areasensure that the company’s corporate culture supports and aligns with its long-term strategy.

The Annual Meeting provides a moment to reflect on some of the Board’s key focus areas over the last fiscal year:

•    Effectively Overseeing Baxter’s Strategy: An essential role of the Board is to provide effective oversight related to Baxter’s corporate strategy and execution. The Board works closely with Joe and other members of senior leadership in developing the company’s strategy and positioning Baxter to drive long-term value as a global medical technology leader. As we reflect on the past year, our results demonstrate continued momentum in our business as we executed on priorities we believe will continue to drive growth.

In December 2021, we closed on the acquisition of Hillrom, a global medical technology leader that shares a common vision for transforming healthcare to better serve all patients and providers. In addition to unlocking the next phase of Baxter’s transformation, the combination presents a new wave of potential to drive greater impact for patients, clinicians, employees, stockholders and other communities. We are excited to move forward with our new Hillrom colleagues and are invigorated by the potential to create value for patients and customers in new ways as a combined company.

•    Refreshing Our Board with New Perspectives: The Board includes a diverse and experienced group of independent directors with a wide range of skills and experiencesqualifications that support Baxter’s strategy and help to position the company for long-term success in thea complex and rapidly changing healthcare environment. We invigorate Board discussion through the appointment of new directors and the rotation of directors through different Board roles. Thoughtful and ongoing attention to Board composition is an important part of our role as we seek to ensure an appropriate mix of tenure and expertise that provides a balance of fresh perspectives and significant institutional knowledge.

There were many key developments inThis year we appointed Nancy Schlichting to the Board. Nancy, who joined us from the Hillrom board of directors, joined our Compensation and Nominating, Corporate Governance & Public Policy (NCGPP) Committees and will be assuming the role of Compensation Committee chairman upon John Forsyth’s retirement on May 1, 2022. She possesses a deep understanding of (and experience leading) complex health systems. This experience, coupled with her significant human capital management experience and knowledge of the Hillrom business, will bring valuable insights to our Board.

We would also like to thank John Forsyth and Tom Stallkamp for their years of service to the Board and governance practicesBaxter. John served as the longstanding chair of the Compensation Committee and a key member of the NCGPP Committee. Tom served as Lead Independent Director for seven years before I succeeded him in 2017 that strengthened our involvement with management, including:2021 and was a critical member of the Audit Committee which oversaw the company’s internal investigation into certain intra-company transactions undertaken to generate foreign exchange gains or avoid foreign exchange losses and the remediation of the related material weakness. Both John and Tom helped oversee the company and Board through significant milestones and periods of transition, including the July 2015 spin-off of Baxalta Incorporated, the recruitment and appointment of Joe as Chairman and Chief Executive Officer, the continued refreshment of the Board and a significant expansion of the company’s stockholder engagement efforts. We have benefited greatly from their insights and contributions as Board members and through their leadership positions on the Board.

•    Engaging Regularly with Stockholders. Engagement with stockholders remains a key focus for Baxter and an important part of the Board’s longstanding commitment to sound governance practices. Our annual stockholder engagement program involves meeting with a broad base of stockholders to discuss corporate governance, executive compensation, corporate responsibility practices and other matters of importance (including the company’s recently announced 2030 Corporate Responsibility Commitment and Goals). Our commitment to this program enables ongoing dialogue that results in adopting sound and effective

corporate governance practices. It also provides us with valuable insight and feedback from stockholders throughout the year, allowing the Board Refreshment – We welcomed two new Board members: Cathy Smith, Executive Vice Presidentto better understand our stockholders’ priorities and CFOperspectives and to incorporate them into its deliberations and decision-making process. During 2021, we proactively reached out to stockholders representing nearly 53% of Target,Baxter’s outstanding common stock and Stephen Oesterle, MD, an industry consultant and former Senior Vice Presidentwe engaged with stockholders representing nearly 30% of Medicine and Technology at Medtronic. Both Cathy and Steve bring critical skills and insights that complement Baxter’s strategy. We also implemented a mandatory retirement age of 75.outstanding common stock.

•    Responding to Stockholder Engagement – We expanded our year-round engagement program withFeedback. In addition to the Board’s commitment to being responsive to the views of stockholders, it remains committed to better understand their perspectives on core topics, including strategy, performance,maintaining strong corporate governance compensation, corporate responsibilitypractices and protecting stockholder rights. This commitment is evidenced by, among other things, Baxter’s proxy access bylaw, the complete declassification of the Board in 2018, majority voting standard for directors, the removal of super-majority voting provisions from Baxter’s organizational documents and Board composition and refreshment efforts (including with respect to my appointment of as the Board’s Lead Independent Director in 2021 and leadership.the recent appointments of David Wilkes and Nancy Schlichting to the Board).

•   Governance Improvements – Among other things, we fullyde-staggeredFollowing stockholder approval of a written consent proposal at the Board, placing all directors up for annual election beginning at this 20182021 Annual Meeting and removed all supermajority consent provisions (reducingextensive engagement efforts (including as part of the number ofcompany’s annual stockholder engagement program), the Board has taken action to permit stockholders neededto act by written consent. After taking into account feedback received from stockholders during fall 2021, the Board is asking stockholders to approve changesa written consent charter amendment, which if approved, will be implemented promptly following the Annual Meeting. The company’s organizational documents currently allow holders of 25% of the outstanding shares of the company’s common stock to call a special meeting. The Board is proposing a reduction to its special meeting threshold from 25% to 15%, a threshold that require a stockholder vote).strikes an appropriate balance in the best interests of the company and its stockholders.

As we move forward in 2022 and beyond, we will continue to work hard on your behalf as stewards of the company to help ensure the continued success of Baxter, including the successful integration of the Hillrom business. I am confident that Baxterthe company will continue to build on its growing momentum with the Board’s active involvement, valuable input and support. I am equally confident that we haveOn behalf of my fellow directors, thank you for your investment in, and support of, Baxter. We look forward to hearing your views at the proper governance structure (including Board structure) at this time to help accomplish the company’s goals. Baxter has undergone significant changesAnnual Meeting and in the last two years and we are a different and better company because of those actions.year to come.

Best regards,

Thomas T. Stallkamp

Albert P.L. Stroucken

Lead Independent Director