First Supplement dated April 28, 2017 to the Debt Issuance Programme Prospectus dated March 24, 2017 This document constitutes a supplement (the Supplement) within the meaning of Article 16(1) of Directive 2003/71/EC of the European Parliament and of the Council of November 4, 2003, as amended (the Prospectus Directive) and should be read in conjunction with the four base prospectuses: (i) the base prospectus of Bayer Aktiengesellschaft in respect of non-equity securities within the meaning of Art. 22 No. 6 (4) of the Commission Regulation (EC) No. 809/2004 of April 29, 2004, as amended (Non- Equity Securities), (ii) the base prospectus of Bayer Capital Corporation B.V. in respect of Non-Equity Securities, (iii) the base prospectus of Bayer Holding Ltd. in respect of Non-Equity Securities and (iv) the base prospectus of Bayer Nordic SE in respect of Non-Equity Securities (together, the Prospectus). BAYER AKTIENGESELLSCHAFT (incorporated in the Federal Republic of Germany) as Issuer and as Guarantor for Notes issued by BAYER CAPITAL CORPORATION B.V. (incorporated in the Netherlands) BAYER HOLDING LTD. (incorporated in Japan) BAYER NORDIC SE (incorporated in Finland) 15,000,000,000 Programme for the Issuance of Debt Instruments This Supplement has been approved by the Commission de Surveillance du Secteur Financier in its capacity as competent authority under the Luxembourg law of July 10, 2005 as amended relating to prospectuses for securities (Loi relative aux prospectus pour valeurs mobilières) (the Luxembourg Act), has been filed with said authority and will be published in electronic form (together with the documents incorporated by reference into this Supplement) on the website of the Luxembourg Stock Exchange (www.bourse.lu).
Bayer Aktiengesellschaft (Bayer AG and together with its consolidated subsidiaries, the Bayer Group, Group or Bayer) with its registered office in Leverkusen, Germany, Bayer Capital Corporation B.V. (Bayer Capital Corp) with its registered office in Mijdrecht, The Netherlands, Bayer Holding Ltd. (Bayer Holding Ltd.) with its registered office in Tokyo, Japan and Bayer Nordic SE (Bayer Nordic) with its registered office in Espoo, Finland (each an Issuer and together the Issuers) are solely responsible for the information given in this Supplement. The Issuers accept responsibility for the information contained in this Supplement. To the best of the knowledge of the Issuers (which have taken all reasonable care to ensure that such is the case) the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information. Terms defined or otherwise attributed meanings in the Prospectus have the same meaning in this Supplement. This Supplement is prepared for the purposes of amending and supplementing the information contained in the Prospectus. It shall only be distributed in connection with the Prospectus. To the extent that there is any inconsistency between any statement in this Supplement and any other statement in or incorporated by reference in the Prospectus, the statements in this Supplement will prevail. Save as disclosed on pages 3 9 of this Supplement, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Prospectus which is capable of affecting the assessment of Notes issued under the Programme since the publication of the Prospectus. The Issuers have confirmed to the Dealers that the Prospectus as supplemented by this Supplement contains all information with regard to each Issuer and the Notes which is material in the context of the Programme and the issue and offering of Notes thereunder; that the information contained therein with respect to each Issuer and the Notes is accurate in all material respects and is not misleading; that any opinions and intentions expressed therein are honestly held and based on reasonable assumptions; that there are no other facts, the omission of which would make any statement, whether fact or opinion, in the Prospectus or this Supplement misleading in any material respect; and that all reasonable enquiries have been made to ascertain all facts and to verify the accuracy of all statements contained therein. No person has been authorised to give any information which is not contained in or not consistent with the Prospectus or this Supplement or any other information supplied in connection with the Programme and, if given or made, such information must not be relied upon as having been authorised by or on behalf of the Issuers or any of the Dealers. Neither the Arranger nor any Dealer nor any person mentioned in the Prospectus or this Supplement, excluding the Issuers, is responsible for the information contained in the Prospectus or this Supplement or any document incorporated therein by reference, and accordingly, and to the extent permitted by the laws of any relevant jurisdiction, none of these persons accepts any responsibility for the accuracy and completeness of the information contained in any of these documents. In accordance with Article 13 paragraph 2 of the Luxembourg Act, investors who have already agreed to purchase or subscribe for the Notes before this Supplement is published have the right, exercisable within a time limit of two working days after the publication of this Supplement, to withdraw their acceptances, provided that the new factor, mistake or inaccuracy referred to in Article 13 paragraph 1 of the Luxembourg Act arose before the final closing of the offer to the public and the delivery of the Notes. The final date for the right of withdrawal will be May 3, 2017. 207011-4-21139-v5.1-2 - 41-40644924
Supplemental Information: 1. Changes relating to the Summary Section B Bayer AG a) Under Element B.12 (Selected historical key financial information) on page 3 of the Prospectus the following information shall be inserted at the beginning of the column: in million Euro Sales 13,244 11,854 Net income (a) 2,083 1,511 Net cash provided by (used in) 841 1,322 operating activities (b) Total assets 85,054 76,629 Equity 35,857 24,773 (a) Net income = Income (loss) after income taxes attributable to Bayer AG stockholders (b) From continuing and discontinued operations Information extracted, without material adjustment, from the unaudited condensed consolidated interim financial statements of the Bayer Group as of and for the three months ended March 31, 2017. b) Under Element B.12 (Significant changes in the financial or trading position) on page 4 of the Prospectus the information shall be replaced by the following: B.12 Significant change in the financial or trading position Not applicable. There has been no significant change in the financial or trading position of the Bayer Group since the publication of the unaudited condensed consolidated interim financial statements as of and for the three months ended March 31, 2017. c) Under Element B.13 (Recent developments) on page 4 of the Prospectus the information shall be replaced by the following: B.13 Recent developments Bayer AG has reduced its holding in Covestro from 64.2 percent to 53.3 percent. This was achieved by selling 22 million of its shares to institutional investors at a price of EUR 66.50 per share. Allocation of the shares took place on February 28, 2017 and the ownership was transferred on March 3, 2017. The company intends to use the proceeds of nearly EUR 1.5 billion to pay down debt. In February 2017, the Phase III COMPASS study with Bayer s rivaroxaban in patients with coronary or peripheral artery disease showed overwhelming efficacy and met its primary endpoint early. 207011-4-21139-v5.1-3 - 41-40644924
2. Changes relating to the Summary Section B Bayer Capital Corp a) Under Element B.12 (Selected historical key financial information) on page 5 of the Prospectus the following information shall be inserted at the beginning of the column: in thousand Euro Financial income 61,359 6,524 Income after taxes 418 136 Cash flow from operating activities - 6,750-156 Total assets 4,623,101 1,113,204 Stockholder's equity 12,585 13,064 Information extracted, without material adjustment, from the unaudited unconsolidated interim financial statements of Bayer Capital Corp as of and for the three months ended March 31, 2017. b) Under Element B.12 (Significant changes in the financial or trading position) on page 5 of the Prospectus the information shall be replaced by the following: B.12 Significant change in the financial or trading position Not applicable. There has been no significant change in the financial or trading position of Bayer Capital Corp since the publication of the unaudited unconsolidated interim financial statements as of and for the three months ended March 31, 2017. 3. Changes relating to the Summary Section B Bayer Holding Ltd. a) Under Element B.12 (Selected historical key financial information) on page 7 of the Prospectus the following information shall be inserted at the beginning of the column: in million Yen Total revenue 29,456 11,387 Net income after taxes 27,693 9,957 Net cash flow from operating activities 26 264 Total assets 229,923 222,511 Total net assets 120,113 93,074 Information extracted, without material adjustment, from the unaudited unconsolidated interim financial statements of Bayer Holding Ltd. as of and for the three months ended March 31, 2017. 207011-4-21139-v5.1-4 - 41-40644924
b) Under Element B.12 (Significant changes in the financial or trading position) on page 7 of the Prospectus the information shall be replaced by the following: B.12 Significant change in the financial or trading position Not applicable. There has been no significant change in the financial or trading position of Bayer Holding Ltd. since the publication of the unaudited unconsolidated interim financial statements as of and for the three months ended March 31, 2017. 4. Changes relating to the Summary Section B Bayer Nordic a) Under Element B.12 (Selected historical key financial information) on page 9 of the Prospectus the following information shall be inserted at the beginning of the column: in thousand Euro Total revenue 3,086 2,508 Net income (loss) after taxes 511,771-16,902 Total assets 3,708,166 3,687,648 Stockholder's equity 2,134,722 1,281,279 Information extracted, without material adjustment, from the unaudited unconsolidated interim financial statements of Bayer Nordic as of and for the three months ended March 31, 2017. b) Under Element B.12 (Significant changes in the financial or trading position) on page 9 of the Prospectus the information shall be replaced by the following: B.12 Significant change in the financial or trading position Not applicable. There has been no significant change in the financial or trading position of Bayer Nordic since the publication of the unaudited unconsolidated interim financial statements as of and for the three months ended March 31, 2017. 207011-4-21139-v5.1-5 - 41-40644924
5. Changes relating to the section Bayer AG a) The following information shall be inserted as first paragraph under the heading Selected Financial Information on page 128 of the Prospectus: The following unaudited financial information was extracted, without material adjustment, from the unaudited condensed consolidated interim financial statements of the Bayer Group as of and for the three months ended March 31, 2017. in million Euro Sales 13,244 11,854 Net income (a) 2,083 1,511 Net cash provided by (used in) 841 1,322 operating activities (b) Total assets 85,054 76,629 Equity 35,857 24,773 (a) Net income = Income (loss) after income taxes attributable to Bayer AG stockholders (b) From continuing and discontinued operations b) The paragraph under Financial Information concerning the Issuer's Assets and Liabilities, Financial Position and Profit and Losses on page 146 of the Prospectus shall be replaced by the following: The consolidated financial statements of the Bayer Group as of and for the fiscal years ended December 31, 2016 and 2015, and as of and for the three months ended on March 31, 2017 are incorporated by reference into this Prospectus. Selected financial information appears in section Selected Financial Information. c) The paragraph under Significant Change in the Issuers' financial or trading position on page 154 of the Prospectus shall be replaced by the following: There has been no significant change in the financial or trading position of the Bayer Group since the publication of the unaudited condensed consolidated interim financial statements as of and for the three months ended March 31, 2017. d) The paragraph under Recent Developments on page 156 of the Prospectus shall be replaced by the following: Bayer AG has reduced its holding in Covestro from 64.2 percent to 53.3 percent. This was achieved by selling 22 million of its shares to institutional investors at a price of EUR 66.50 per share. Allocation of the shares took place on February 28, 2017 and the ownership was transferred on March 3, 2017. The company intends to use the proceeds of nearly EUR 1.5 billion to pay down debt. In February 2017, the Phase III COMPASS study with Bayer s rivaroxaban in patients with coronary or peripheral artery disease showed overwhelming efficacy and met its primary endpoint early. 207011-4-21139-v5.1-6 - 41-40644924
6. Changes relating to the section Bayer Capital Corporation B.V. a) The following information shall be inserted as first paragraph under the heading Selected Financial Information on page 157 of the Prospectus: The following unaudited financial information was extracted, without material adjustment, from the unaudited unconsolidated interim financial statements of Bayer Capital Corp as of and for the three months ended March 31, 2017. in thousand Euro Financial income 61,359 6,524 Income after taxes 418 136 Cash flow from operating activities - 6,750-156 Total assets 4,623,101 1,113,204 Stockholder's equity 12,585 13,064 b) The paragraph under Financial Information concerning the Issuer's Assets and Liabilities, Financial Position and Profit and Losses - Financial Statements on page 159 of the Prospectus shall be replaced by the following: The financial statements of Bayer Capital Corp as of and for the fiscal years ended December 31, 2016 and 2015, and as of and for the three months ended on March 31, 2017 are incorporated by reference into this Prospectus. Selected financial information appears in section Selected Financial Information. c) The paragraph under Significant Change in financial or trading position on page 157 of the Prospectus shall be replaced by the following: There has been no significant change in the financial or trading position of Bayer Capital Corp since the publication of the unaudited unconsolidated interim financial statements as of and for the three months ended March 31, 2017. 7. Changes relating to the section Bayer Holding Ltd. a) The following information shall be inserted as first paragraph under the heading Selected Financial Information on page 160 of the Prospectus: The following unaudited financial information was extracted, without material adjustment, from the unaudited unconsolidated interim financial statements of Bayer Holding Ltd. as of and for the three months ended March 31, 2017. in million Yen Total revenue 29,456 11,387 Net income after taxes 27,693 9,957 Net cash flow from operating activities 26 264 Total assets 229,923 222,511 Total net assets 120,113 93,074 b) The paragraph under Financial Information concerning the Issuer's Assets and Liabilities, Financial Position and Profit and Losses - Financial Statements on page 162 of the Prospectus shall be replaced by the following: The financial statements of Bayer Holding Ltd. as of and for the fiscal years ended December 31, 2016 and 2015, and as of and for the three months ended on March 31, 2017 are incorporated by reference into this Prospectus. Selected financial information appears in section Selected Financial Information. 207011-4-21139-v5.1-7 - 41-40644924
c) The paragraph under Significant Change in financial or trading position on page 162 of the Prospectus shall be replaced by the following: There has been no significant change in the financial or trading position of Bayer Holding Ltd. since the publication of the unaudited unconsolidated interim financial statements as of and for the three months ended March 31, 2017. 8. Changes relating to the section Bayer Nordic SE a) The following information shall be inserted as first paragraph under the heading Selected Financial Information on page 164 of the Prospectus: The following unaudited financial information was extracted, without material adjustment, from the unaudited unconsolidated interim financial statements of Bayer Nordic as of and for the three months ended March 31, 2017. in thousand Euro Total revenue 3,086 2,508 Net income (loss) after taxes 511,771-16,902 Total assets 3,708,166 3,687,648 Stockholder's equity 2,134,722 1,281,279 b) The paragraph under Financial Information concerning the Issuer's Assets and Liabilities, Financial Position and Profit and Losses - Financial Statements on page 166 of the Prospectus shall be replaced by the following: The financial statements of Bayer Nordic as of and for the fiscal years ended December 31, 2016 and 2015, and as of and for the three months ended on March 31, 2017 are incorporated by reference into this Prospectus. Selected financial information appears in section Selected Financial Information. c) The paragraph under Significant Change in financial or trading position on page 166 of the Prospectus shall be replaced by the following: There has been no significant change in the financial or trading position of Bayer Nordic since the publication of the unaudited unconsolidated interim financial statements as of and for the three months ended March 31, 2017 207011-4-21139-v5.1-8 - 41-40644924
9. Changes relating to the section General Information The following text shall be inserted on page 186 of the Prospectus after paragraph 9 of INCORPORATION BY REFERENCE: 10. The unaudited condensed consolidated interim financial statements of the Bayer Group as of and for the three months ended on March 31, 2017(the Group Q1 Interim Report) consisting of Income Statements (page 26 of the Group Q1 Interim Report), Statements of Comprehensive Income (page 27 of the Group Q1 Interim Report), Statements of Financial Position (page 28 of the Group Q1 Interim Report), Statements of Cash Flows (page 29 of the Group Q1 Interim Report), Statements of Changes in Equity (page 30 of the Group Q1 Interim Report), Notes (pages 31 to 42 of the Group Q1 Interim Report), and Review Report (page 44 of the Group Q1Interim Report). 11. The unaudited unconsolidated interim financial statements of Bayer Capital Corp as of and for the three months ended on March 31, 2017(the BCC Q1 Interim Report) consisting of Balance Sheet (pages 3 to 4 of the BCC Q1 Interim Report), Profit and loss account (page 5 of the BCC Q1 Interim Report), and Cash flow statement (pages 6 to 7 of the BCC Q1 Interim Report). 12. The unaudited unconsolidated interim financial statements of Bayer Holding Ltd. as of and for the three months ended on March 31, 2017(the BHL Q1 Interim Report) consisting of Balance Sheet (page 1 of the BHL Q1 Interim Report), Profit and Loss Statement (page 2 of the BHL Q1 Interim Report), and Statement of Cash Flows (page 3 of the BHL Q1 Interim Report). 13. The unaudited unconsolidated interim financial statements of Bayer Nordic as of and for the three months ended on March 31, 2017(the BNSE Q1 Interim Report) consisting of Balance sheet (pages 3 to 4 of the BNSE Q1 Interim Report), and Profit and loss statement (page 2 of the BNSE Q1 Interim Report). 207011-4-21139-v5.1-9 - 41-40644924