First Supplement dated May 6, 2015 to the Debt Issuance Programme Prospectus dated March 19, 2015 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, 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, Bayer Capital Corporation B.V. (Bayer Capital Corp) with its registered office in Mijdrecht, Bayer Holding Ltd. (Bayer Holding Ltd.) with its registered office in Tokyo and Bayer Nordic SE (Bayer Nordic) with its registered office in Espoo (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 in 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 law implementing the Prospectus Directive into Luxembourg Law (Loi relative aux prospectus pour valeurs mobilières), investors who have already agreed to purchase or subscribe for Notes before this Supplement is published have the right, exercisable within a time limit of two working days after the publication of this Supplement, until May 8, 2015, to withdraw their acceptances. - 2 -
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 12,117 10,555 Net income (a) 1,303 1,423 Net cash flow (b) 724 163 Total assets 76,640 56,457 Equity 21,863 21,094 (a) Net income = Income (loss) after tax attributable to Bayer AG stockholders (b) Net cash provided by / used in operating activities 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, 2015. b) Under Element B.12 (Significant changes in the financial or trading position) on page 3 of the Prospectus the information shall be replaced by the following: B.12 Significant change in the financial or trading position 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, 2015. 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: As of and for the three months ended March 31, 2015 three months ended March 31, 2014 year ended December 31, 2014 in thousand Euro Interest income 11,753 27,355 Income after taxes 119 424 Net cash flow from operating activities 1,900 0 Total assets 1,597,084 1,595,016 Stockholder's equity 13,769 15,617 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, 2015. 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: - 3 -
B.12 Significant change in the financial or trading position 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, 2015. 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 16,379 11,331 Net income after taxes 14,910 9,721 Net cash flow from operating activities 12,052 9,378 Total assets 238,892 222,260 Total net assets 87,714 72,570 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, 2015. 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 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, 2015. 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 2,932 2,999 Net income (loss) after taxes 333,445 183,739 Total assets 3,740,584 3,629,140 Stockholder's equity 1,334,164 1,223,316 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, 2015. 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: - 4 -
B.12 Significant change in the financial or trading position 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, 2015. 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 125 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, 2015. in million Euro Sales 12,117 10,555 Net income (a) 1,303 1,423 Net cash flow (b) 724 163 Total assets 76,640 56,457 Equity 21,863 21,094 (a) Net income = Income (loss) after tax attributable to Bayer AG stockholders (b) Net cash provided by / used in operating activities b) The paragraph under Financial Information concerning the Issuer's Assets and Liabilities, Financial Position and Profit and Losses on page 140 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, 2014 and 2013, and as of and for the three months ended on March 31, 2015 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 147 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, 2015. 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 150 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, 2015. - 5 -
As of and for the three months ended March 31, 2015 three months ended March 31, 2014 year ended December 31, 2014 in thousand Euro Interest income 11,753 27,355 Income after taxes 119 424 Net cash flow from operating activities 1,900 0 Total assets 1,597,084 1,595,016 Stockholder's equity 13,769 15,617 b) The paragraph under Financial Information concerning the Issuer's Assets and Liabilities, Financial Position and Profit and Losses - Financial Statements on page 152 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, 2013 and 2014, and as of and for the three months ended on March 31, 2015 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 152 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, 2015. 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 153 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, 2015. in million Yen Total revenue 16,379 11,331 Net income after taxes 14,910 9,721 Net cash flow from operating activities 12,052 9,378 Total assets 238,892 222,260 Total net assets 87,714 72,570 b) The paragraph under Financial Information concerning the Issuer's Assets and Liabilities, Financial Position and Profit and Losses - Financial Statements on page 155 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, 2013 and 2014, and as of and for the three months ended on March 31, 2015 are incorporated by reference into this Prospectus. Selected financial information appears in section Selected Financial Information. - 6 -
c) The paragraph under Significant Change in financial or trading position on page 155 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, 2015. 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 157 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, 2015. in thousand Euro Total revenue 2,932 2,999 Net income (loss) after taxes 333,445 183,739 Total assets 3,740,584 3,629,140 Stockholder's equity 1,334,164 1,223,316 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 Nordic as of and for the fiscal years ended December 31, 2013 and 2014, and as of and for the three months ended on March 31, 2015 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 159 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, 2015. 9. Changes relating to the section General Information The following text shall be inserted on page 179 of the Prospectus after paragraph 9 of GENERAL INFORMATION - 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, 2015 (the Group Q1 Interim Report) consisting of Income Statements (page 35 of the Group Q1 Interim Report), Statements of Comprehensive Income (page 36 of the Group Q1 Interim Report), Statements of Financial Position (page 37 of the Group Q1 Interim Report), Statements of Cash Flows (page 38 of the Group Q1 Interim Report), Statements of Changes in Equity (page 39 of the Group Q1 Interim Report), and Notes (pages 40-49 of the Group Q1 Interim Report). - 7 -
11. The unaudited unconsolidated interim financial statements of Bayer Capital Corp as of and for the three months ended on March 31, 2015 (the BCC Q1 Interim Report) consisting of Balance Sheet (pages 3-4 of the BCC Q1 Interim Report), Profit and loss account (page 5 of the BCC Q1 Interim Report), and Cash flow statement (pages 6-7 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, 2015 (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, 2015 (the BNSE Q1 Interim Report) consisting of Balance sheet (pages 2-3 of the BNSE Q1 Interim Report), and Profit and loss statement (page 4 of the BNSE Q1 Interim Report). - 8 -