Bond Bayris 1.25% ( XS1135309794 ) in EUR

Issuer Bayris
Market price 100 %  ▲ 
Country  Germany
ISIN code  XS1135309794 ( in EUR )
Interest rate 1.25% per year ( payment 1 time a year)
Maturity 13/11/2023 - Bond has expired



Prospectus brochure of the bond Bayer XS1135309794 in EUR 1.25%, expired


Minimal amount /
Total amount /
Detailed description Bayer is a multinational pharmaceutical and life science company with core businesses in pharmaceuticals, consumer health, and agricultural products.

The Bond issued by Bayris ( Germany ) , in EUR, with the ISIN code XS1135309794, pays a coupon of 1.25% per year.
The coupons are paid 1 time per year and the Bond maturity is 13/11/2023







Debt Issuance Programme Prospectus


Dated March 24, 2017




This document constitutes four base prospectuses for the purposes of Article 5(4) of Directive 2003/71/EC of the European
Parliament and of the Council of November 4, 2003, as amended (the "Prospectus Directive"): (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


Application has been made to list Notes to be issued under the 15,000,000,000 Programme for the Issuance of Debt Instruments
(the "Programme") on the Official List of the Luxembourg Stock Exchange and to admit Notes to trading on the regulated market of the
Luxembourg Stock Exchange (as defined below) during a period of 12 months from the date of the approval of this Prospectus. However,
Notes may also be issued under the Programme which are not listed on any stock exchange. The maximum aggregate principal amount of
Notes outstanding under the Programme will not exceed 15,000,000,000.

By approving this Prospectus, the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg (the
"CSSF") shall give no undertaking as to the economic and financial soundness of the operation or the quality or solvency of the issuer
pursuant to Article 7(7) Loi relative aux prospectus pour valeurs mobilières, as amended (the "Luxembourg Law").

This Prospectus has been approved by the CSSF, has been filed with said authority and will be published in electronic form on the
website of the Luxembourg Stock Exchange (www.bourse.lu).

Arranger and Dealer

DEUTSCHE BANK

192583-4-4969-v10.0

41-40644924





RESPONSIBILITY STATEMENT


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 Prospectus and for
the information which will be contained in the Final Terms (as defined herein).


Each Issuer hereby declares that, having taken all reasonable care to ensure that such is the case, the
information contained in this Prospectus for which it is responsible is, to the best of its knowledge, in accordance
with the facts and contains no omission likely to affect its import.


This Prospectus should be read and understood in conjunction with any supplement hereto and with any
other documents incorporated herein by reference and, in relation to any Series of Notes, together with the
relevant final terms (the "Final Terms").


Each Issuer and the Guarantor (as defined herein) have confirmed to the dealer set forth in the section
"Names and Addresses" and any additional dealer appointed from time to time under the Programme (each a
"Dealer" and together the "Dealers") that this Prospectus contains all information which, according to the
particular nature of the Issuer and of the Notes admitted to trading on a regulated market, is necessary to enable
investors to make an informed assessment of the assets and liabilities, financial position, profit and losses, and
prospects of each Issuer and the Guarantor, and of the rights attaching to the Notes; that the information
contained herein with respect to the Issuers and the Notes is accurate in all material respects and is not
misleading; that any opinions and intentions expressed herein 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 this Prospectus 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 herein.

NOTICE


No person has been authorized to give any information or to make any representation not contained in
or not consistent with this Prospectus or with any other document entered into in relation to the Programme or
with any information supplied by any Issuer or any other information that is in the public domain. Such
information or representation, if given or made, must not be relied upon as having been authorized by the
Issuers, the Guarantor or the Dealers.


Neither the arranger nor any Dealer nor any other person mentioned in this Prospectus, excluding the
Issuers, is responsible for the information contained in this Prospectus or any supplement thereof, or any Final
Terms or any other document incorporated herein 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.


This Prospectus and any supplement hereto as well as any Final Terms reflect the status as of their
respective dates of issue. The delivery of this Prospectus or any Final Terms and the offering, sale or delivery of
any Notes may not be taken as an implication that the information contained in such documents is accurate and
complete subsequent to their respective dates of issue or that there has been no adverse change in the financial
situation of the Issuers since such date or that any other information supplied in connection with the Programme
is accurate at any time subsequent to the date on which it is supplied or, if different, the date indicated in the
document containing the same.


For the avoidance of doubt, the content of websites this Prospectus refers to in hyperlinks does not form
part of the Prospectus.


192583-4-4969-v10.0
- ii -
41-40644924





The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of Notes in
certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any Final Terms
come are required to inform themselves about and observe any such restrictions. For a description of the
restrictions applicable in the United States of America, the United Kingdom, The Netherlands, the European
Economic Area, Japan and Canada see "Selling Restrictions". In particular, the Notes have not been and will not
be registered under the United States Securities Act of 1933, as amended, and are subject to tax law requirements
of the United States of America; subject to certain exceptions, Notes may not be offered, sold or delivered within
the United States of America or to U.S. persons.


This Prospectus and any Final Terms may not be used for the purpose of an offer or solicitation
(i) by anyone in any jurisdiction in which such offer or solicitation is not authorized or (ii) to any person to
whom it is unlawful to make such an offer or solicitation.


In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
stabilising manager(s) (or persons acting on behalf of any stabilising manager(s)) in the applicable Final
Terms may over-allot Notes or effect transactions with a view to supporting the market price of the Notes
at a level higher than that which might otherwise prevail. However, stabilisation may not necessarily
occur. Any stabilisation action may begin on or after the date on which adequate public disclosure of the
terms of the offer of the relevant Tranche of Notes is made and, if begun, may cease at any time, but it
must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60
days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation or over-allotment
must be conducted by the relevant stabilising manager(s) (or persons acting on behalf of any stabilising
manager(s)) in accordance with all applicable laws and rules.


The language of the Prospectus is English. The German versions of the English language sets of Terms
and Conditions and Guarantee and Negative Pledge are shown in the Prospectus for additional information. As to
form and content, and all rights and obligations of the Holders and the relevant Issuer under the Notes to be
issued, German is the controlling legally binding language if so specified in the relevant Final Terms. In respect
of the Guarantee and Negative Pledge, the German language version is always controlling and legally binding as
to form and content, and all rights and obligations of the Holders and the Guarantor thereunder.


Each of the Issuers and the Guarantor has undertaken, in connection with the listing of the Notes on the
Official List of the Luxembourg Stock Exchange and admission to trading on the "regulated market of the
Luxembourg Stock Exchange" which is a regulated market for the purposes of Directive 2014/65/EU of the
European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending
Directive 2002/92/EC and Directive 2011/61/EU, that if, while Notes of an Issuer are outstanding and listed on
the Official List of the Luxembourg Stock Exchange and are admitted to trading on the regulated market of the
Luxembourg Stock Exchange, there shall occur any adverse change in the business or financial position of such
Issuers or the Guarantor or any change in the information set out under "Terms and Conditions of the Notes" that
is material in the context of issuance under the Programme and which is not reflected in this Prospectus (or any
of the documents incorporated into this Prospectus by reference), such Issuer and/or the Guarantor, as the case
may be, will prepare or procure the preparation of a supplement to this Prospectus or, as the case may be, will
publish a new Prospectus for use in connection with any subsequent issue by such Issuer of Notes to be listed on
the Official List of the Luxembourg Stock Exchange and admitted to trading on the regulated market of the
Luxembourg Stock Exchange.

Tranches of Notes may be rated or unrated. Where a Tranche of Notes is rated, it will be rated by
Moody's Investors Service ("Moody's") and/or Standard & Poor's Global Ratings ("S&P")* and such rating will
be specified in the relevant Final Terms. A rating is not a recommendation to buy, sell or hold Notes and may be
subject to suspension, reduction or withdrawal at any time by the assigning rating agency.




* Each of Moody's and S&P is established in the European Community and is registered under Regulation (EC) No 1060/2009 of the
European Parliament and of the Council of September 16, 2009 on credit rating agencies, as amended from time to time (the "CRA
Regulation"). The European Securities and Markets Authority publishes on its website (http://www.esma.europa.eu/page/Listregistered-and-
certified-CRAs) a list of credit rating agencies registered in accordance with the CRA Regulation. That list is updated within five working
days following the adoption of a decision under Article 16, 17 or 20 CRA Regulation. The European Commission shall publish that updated
list in the Official Journal of the European Union within 30 days following such update.
192583-4-4969-v10.0
- iii -
41-40644924





For a general discussion of certain German, Dutch, Japanese, Luxembourg and Finnish income tax
consequences of the acquisition and ownership of the Notes see "Taxation".


Bayer Holding Ltd. will not, under this Programme, issue "Taxable Linked Securities," being securities
of which the amount of interest is to be calculated by reference to certain indexes (as prescribed by the Cabinet
Order under Article 6, paragraph (4) of the Act on Special Measures Concerning Taxation) relating to Bayer
Holding Ltd. or a specially-related person of Bayer Holding Ltd.



The Issuer does not consent to the use of the Prospectus for the subsequent resale or final placement of
the Notes.

FORWARD-LOOKING STATEMENTS

This Prospectus contains certain forward-looking statements. A forward-looking statement is a statement
that does not relate to historical facts and events but is based on analyses or forecasts of future results and
estimates of amounts not yet determinable or foreseeable. These forward-looking statements are identified by the
use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan",
"predict", "project", "will" and similar terms and phrases, including references and assumptions. This applies, in
particular, to statements in this Prospectus containing information on future earning capacity, plans and
expectations regarding the Bayer Group's business and management, its growth and profitability, and general
economic and regulatory conditions and other factors that affect it.


Forward-looking statements in this Prospectus are based on current estimates and assumptions that the
Issuers make to the best of their present knowledge. These forward-looking statements are subject to risks,
uncertainties and other factors which could cause actual results, including the Bayer Group's financial condition
and results of operations, to differ materially from and be worse than results that have expressly or implicitly
been assumed or described in these forward-looking statements. The Bayer Group's business is also subject to a
number of risks and uncertainties that could cause a forward-looking statement, estimate or prediction in this
Prospectus to become inaccurate. Accordingly, investors are strongly advised to read the following sections of
this Prospectus: "Risk Factors", "Bayer AG", "Bayer Capital Corporation B.V.", "Bayer Holding Ltd." and
"Bayer Nordic SE". These sections include more detailed descriptions of factors that might have an impact on
the Bayer Group's business and the markets in which it operates.


In light of these risks, uncertainties and assumptions, future events described in this Prospectus may not
occur. In addition, neither the Issuers nor the Dealers assume any obligation, except as required by law, to update
any forward-looking statement or to conform these forward-looking statements to actual events or developments.

192583-4-4969-v10.0
- iv -
41-40644924





TABLE OF CONTENTS

Page
Summary
1
Section A
Introduction and Warnings
1
Section B
Bayer AG
2
Section B
Bayer Capital Corp
5
Section B
Bayer Holding Ltd.
7
Section B
Bayer Nordic
9
Section C
The Securities
11
Section D
Risks specific to the Notes
19
Section E
Offer of the Notes
21
Risk Factors
22
General Description of the Programme
30
Terms and Conditions of the Notes
33
Emissionsbedingungen
33
Option I - Anleihebedingungen für Schuldverschreibungen mit fester Verzinsung
34
Option I - Terms and Conditions that apply to Notes with fixed interest rates
34
Option II - Anleihebedingungen für Schuldverschreibungen mit variabler Verzinsung
68
Option II - Terms and Conditions that apply to floating rate Notes
68
Description of Rules Regarding Resolutions of Holders
104
English Language Guarantee and Negative Pledge
106
German Language Guarantee and Negative Pledge
110
Form of Final Terms
114
Use of Proceeds
127
Bayer AG
128
Bayer Capital Corporation B.V.
157
Bayer Holding Ltd.
160
Bayer Nordic SE
164
Taxation
168
Subscription and Sale
178
General Information
183
Incorporation by reference
185
Names and Addresses
187

192583-4-4969-v10.0
- v -
41-40644924




SUMMARY
Summaries are made up of disclosure requirements known as "Elements". These elements are numbered in
Sections A ­ E (A.1 ­ E.7).
This summary (the "Summary") contains all the Elements required to be included in a summary for this type of
Notes and Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering
sequence of the Elements.
Even though an Element may be required to be inserted in the Summary because of the type of Notes and Issuer,
it is possible that no relevant information can be given regarding the Element. In this case, a short description of
the Element is included in the Summary with the mention of "not applicable".

Element
Section A ­ Introduction and warnings

A.1
Warnings
Warning that:
this Summary should be read as an introduction to the Prospectus;
any decision to invest in the Notes should be based on
consideration of the Prospectus as a whole by the investor;
where a claim relating to the information contained in the
Prospectus is brought before a court, the plaintiff investor might,
under the national legislation of the Member States, have to bear
the costs of translating the Prospectus, before the legal
proceedings are initiated; and
civil liability attaches only to the Issuers who have tabled the
Summary including any translation thereof, but only if the
Summary is misleading, inaccurate or inconsistent when read
together with the other parts of the Prospectus or it does not
provide, when read together with the other parts of the Prospectus,
key information in order to aid investors when considering
whether to invest in such Notes.
A.2
Consent to the use of Not applicable. The Issuer does not give consent to the use of the
the Prospectus
Prospectus for the subsequent resale or final placement of the Notes.



192583-4-4969-v10.0
- 1 -
41-40644924





Element
Section B ­ Bayer AG
B.1
Legal and commercial Bayer Aktiengesellschaft (the "Issuer" and "Guarantor" or "Bayer
name
AG" and together with its consolidated subsidiaries, the "Bayer
Group", "Group" or "Bayer")
B.2
Domicile / Legal form
Bayer AG is incorporated under the laws of Germany in Leverkusen,
/ Legislation /
Germany as a stock corporation (Aktiengesellschaft). Its registered office
Country of
is located at Kaiser-Wilhelm Allee 1, 51373 Leverkusen, Germany.
incorporation
B.4b
Known trends
Bayer's growth could be impeded by increasing global cost pressure on
affecting the
health care systems. The prices of pharmaceutical products are subject to
[Issuer][Guarantor]
regulatory monitoring and control in many markets, and government
and the industries in
reimbursement systems often favor less expensive generic medicines
which it operates
over branded products.. In addition, in some markets, major health care
providers can exert substantial pressure on prices. Price controls and
pricing pressure reduce earnings from Bayer's pharmaceutical products
and may occasionally make the market launch of a new product
unprofitable.
According to Bayer's assessment the current extent of regulatory
controls and market pressures on pricing will persist or increase. Bayer's
Life Science businesses operate in highly competitive markets.
Corporate mergers, along with business practices such as aggressive
pricing strategies ­ not only in the field of generic competition ­ may
adversely affect Bayer's earnings.
Modern agricultural methods, the application of certain classes of crop
protection products and the use of genetic engineering are repeatedly the
subject of intense public debate. This political opinion-forming may
yield legislative and regulatory decisions that significantly limit the use
of Bayer products or even result in voluntary or mandated product
withdrawals. In addition, decisions by the European Union, for example,
also affect agricultural imports from other parts of the world and
therefore Bayer's business in those regions.
In the Crop Science segment, risks may arise from seasonal fluctuations
in the weather, market volatility for agricultural products and Bayer's
customers' financial situations, for example. These may adversely affect
both Bayer's crop protection and seeds businesses.
The current global consolidation process in the seeds and crop protection
industry could greatly alter Bayer's future competitive environment.
Negative economic developments generally have an adverse effect on
the sales markets for Covestro's products, usually leading to lower sales
volumes and a drop in the company's operational earnings. The extent of
these effects on volumes and the operating result also depend on
capacity utilization in the industry, which in turn varies according to the
supply-demand ratio for industry-specific products. A decline in demand
leads to lower sales volumes and ultimately to lower capacity utilization,
which adversely impacts margins.
There is steady growth in public and regulatory expectations with regard
to the safety and efficacy of chemical, biological and pharmaceutical
products so Bayer continues to anticipate increasing regulatory
requirements for clinical or (eco)toxicological studies, for example. This
leads to higher product development costs and longer timeframes.
The Bayer Group, now as in the past, has a portfolio that largely consists
of patent-protected products. Generic manufacturers, in particular,
192583-4-4969-v10.0
- 2 -
41-40644924





attempt to contest patents prior to their expiration. Sometimes a generic
version of a product may even be launched "at risk" prior to the issuance
of a final patent decision. When a patent defense is unsuccessful, or if
one of our patents expires, our prices are likely to come under pressure
because of increased competition from generic products entering the
market.
Furthermore, the presence of traces of unwanted genetically modified
organisms in agricultural products and / or foodstuffs cannot be entirely
excluded. Potential payments of damages in connection with the above
risks may have a substantial negative impact on Bayer's earnings.
B.5
Description of the
Following the stock market flotation of Covestro, Bayer reorganized the
Group and the
Group effective January 1, 2016, and is now focusing on its Life
[Issuer's][Guarantor'
Science activities. These businesses hold leading positions in
s] position within the
innovation-driven, rapidly growing markets. Together, the Life Science
Group
businesses make up a strong, attractive and balanced portfolio that is
resistant to fluctuations in demand and to potential risks. The company's
operations are managed in three divisions ­ Pharmaceuticals, Consumer
Health and Crop Science ­ and the Animal Health business unit, which
are also reporting segments. As of December 31, 2016, Bayer held about
64% of Covestro AG. Covestro therefore also remains a fully
consolidated reporting segment. The operational business is supported
by the corporate functions ­ including Technology Services, which was
integrated into Bayer AG effective July 1, 2016 ­ Business Services and
the service company Currenta. In 2016, the Bayer Group comprised 301
consolidated companies in 78 countries throughout the world.
As the parent company of the Bayer Group, Bayer AG ­ represented by
its Board of Management ­ performs the principal management
functions for the entire Group. These include strategic planning,
resource allocation, executive management and financial management.
With the reorganization at the beginning of 2016, the three divisions at
Bayer AG also assumed responsibility for managing the operational
business.
B.9
Profit forecast or
Not applicable. No profit forecast or estimate has been included.
estimate
B.10
Nature of any
Not applicable. The audit reports do not include any qualifications.
qualifications in the
audit report on
historical financial
information
B.12
Selected historical key financial information

As of and for the year ended

December 31, 2016
December 31, 2015

in million Euro
Sales
46,769
46,085
Net income(a)
4,531
4,110
Net cash provided by (used in)
9,089
6,890
operating activities (b)
Total assets
82,238
73,917
Equity
31,897
25,445

(a) Net income = Income (loss) after income taxes attributable to Bayer AG stockholders
(b) From continuing and discontinued operations

Material adverse
There has been no material adverse change in the prospects of the Bayer
change in the
Group since the end of the last reporting period ended December 31,
prospects of the
2016.
Issuer
192583-4-4969-v10.0
- 3 -
41-40644924





Significant change in Not applicable. There has been no significant change in the financial or
the financial or
trading position of the Bayer Group since the end of the last reporting
trading position
period ended December 31, 2016.
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.
B.14
Statement of
see Element B.5
dependency upon
Not applicable. Bayer AG is not dependent upon other entities within the
other entities within
Bayer Group.
the group
B.15
Principal activities
Bayer is a Life Science company with a more than 150-year history and
core competencies in the areas of health care and agriculture. With its
innovative products, Bayer is contributing to finding solutions to some
of the major challenges of our time. A growing and aging world
population requires an adequate supply of food and improved medical
care. The company's research and development activities are therefore
focused on improving people's quality of life by preventing, alleviating
and treating diseases. At the same time, Bayer is contributing to provide
a reliable supply of high-quality food, feed and plant-based raw
materials. Bayer's activities are based on a profound understanding of
the biochemical processes in living organisms.
B.16
Major shareholders
To Bayer AG's knowledge, Bayer AG is not directly or indirectly owned
or controlled by another corporation, by any government, or by any
other natural or legal person severally or jointly, and there are no
arrangements which may result in a change of control.
B.17
Credit ratings of the
Long-term
Short-term
[Issuer][Guarantor]

rating

rating
or its debt securities
S&P Global Ratings
A-

A-2
Moody's
A3

P-2

As a result of the agreed acquisition of Monsanto, both S&P Global
Ratings and Moody's are reviewing the possibility of a downgrade.

[Not applicable.] [The Notes have [not] been rated [insert
rating(s)] [by] [insert rating agency/agencies].]

[B.18
Nature and scope of
Notes issued by Bayer Capital Corp, Bayer Holding Ltd. or Bayer
the Guarantee
Nordic will have the benefit of a Guarantee and Negative Pledge (the
"Guarantee and Negative Pledge") given by Bayer AG (the
"Guarantor"). The Guarantee and Negative Pledge constitutes an
unconditional and irrevocable obligation of the Guarantor for the
punctual payment of principal of, and interest on, and any other amounts
payable under any Note. The Guarantee and Negative Pledge is
governed by German law. The Guarantee and Negative Pledge
constitutes a contract for the benefit of the Holders from time to time as
third party beneficiaries pursuant to § 328 paragraph 1 German Civil
Code (Bürgerliches Gesetzbuch ­ BGB).]


192583-4-4969-v10.0
- 4 -
41-40644924





[Element
Section B ­ Bayer Capital Corporation B.V.
B.1
Legal and commercial Bayer Capital Corporation B.V. (the "Issuer" or "Bayer Capital Corp")
name
B.2
Domicile / Legal form
Bayer Capital Corp is incorporated under the laws of the Netherlands in
/ Legislation /
Mijdrecht, The Netherlands as a private company with limited liability
Country of
(besloten vennootschap met beperkte aansprakelijkheid). Its registered
incorporation
office is located at Energieweg 1, 3641 RT Mijdrecht, The Netherlands.
B.4b
Known trends
Not applicable. There are no known trends affecting the Issuer and the
affecting the Issuer
industries in which it operates.
and the industries in
which it operates
B.5
Description of the
Bayer Capital Corp is a directly wholly owned subsidiary of Bayer AG,
Group and the
the ultimate parent company of the Bayer Group. Bayer Capital Corp
Issuer's position
does not have any subsidiaries.
within the Group
B.9
Profit forecast or
Not applicable. No profit forecast or estimate has been included.
estimate
B.10
Nature of any
Not applicable. The audit reports do not include any qualifications.
qualifications in the
audit report on
historical financial
information
B.12
Selected historical key financial information


As of and for the year ended

December 31, 2016
December 31, 2015

in thousand Euro
Interest income
74,097
45,176
Net result after taxation
337
718
Net cash flow from operating activities
1,000
1,900
Total assets
4,575,226
1,115,140
Shareholders' equity
12,168
14,029




Material adverse
There has been no material adverse change in the prospects of Bayer
change in the
Capital Corp since the end of the last reporting period ended December
prospects of the 31, 2016.
Issuer
Significant change Not applicable. There has been no significant change in the financial or
in the financial or trading position of Bayer Capital Corp since the end of the last reporting
trading position
period ended December 31, 2016.
B.13
Recent
Not applicable. There are no recent events particular to the Issuer which
developments
are to a material extent relevant to its solvency.
B.14
Statement of
see Element B.5
dependency upon
Bayer Capital Corp was established to finance activities of the Bayer
other entities within
Group. As such, it raises funds and on-lends monies to companies within
the group
the Bayer Group by way of intra-group loans and as such depends on
payment of interest and principal with regard to these intra-group loans.
B.15
Principal activities
Bayer Capital Corp engages in several activities in the field of finance.
Bayer Capital Corp serves as an entity for the financing activities of Bayer
Group companies including the issuance of bonds and the performance of
certain administrative functions. These activities include mostly long term
financing.
192583-4-4969-v10.0
- 5 -
41-40644924



Document Outline