Bond BMW 0.375% ( XS2102357014 ) in EUR

BMW

100 % ▲

Germany

XS2102357014 ( in EUR )

0.375% per year ( payment 1 time a year)

14/01/2027 - Bond has expired

Prospectus brochure of the bond BMW XS2102357014 in EUR 0.375%, expired

1 000 EUR

750 000 000 EUR

The Bond issued by BMW ( Germany ) , in EUR, with the ISIN code XS2102357014, pays a coupon of 0.375% per year.
The coupons are paid 1 time per year and the Bond maturity is 14/01/2027

Bayerische Motoren Werke Aktiengesellschaft
Munich, Federal Republic of Germany
BMW Finance N.V.
The Hague, the Netherlands
BMW US Capital, LLC
Wilmington, Delaware, USA
BMW International Investment B.V.
The Hague, the Netherlands
BMW Japan Finance Corp.
Chiyoda-ku, Tokyo, Japan
EUR 50,000,000,000
Euro Medium Term Note Programme

unconditionally and irrevocably guaranteed by
Bayerische Motoren Werke Aktiengesellschaft
Munich, Federal Republic of Germany

Arranger
Deutsche Bank

Dealers
Barclays
BNP PARIBAS
BofA Securities
Citigroup
Commerzbank
Crédit Agricole CIB
Goldman Sachs
Credit Suisse
Deutsche Bank
Bank Europe SE
HSBC
J.P. Morgan
Morgan Stanley
RBC Capital Markets
Société Générale
UniCredit Bank
Corporate & Investment
Banking

Principal Paying Agent
Deutsche Bank
In relation to notes issued under this Programme (as defined in "General Description of the Programme General"),
application has been made to the Commission de Surveil ance du Secteur Financier (the "CSSF") of the Grand-
Duchy of Luxembourg ("Luxembourg") in its capacity as competent authority (the "Competent Authority") under
the Luxembourg act relating to prospectuses for securities dated 16 July 2019 (Loi du 16 juillet 2019 relative aux
prospectus pour valeurs mobilières et portant mise en oeuvre du règlement (UE) 2017/1129, the "Luxembourg
Law") for approval of this base prospectus. This base prospectus constitutes a base prospectus (the "Base
Prospectus") with regard to each of the Issuers (as defined below) for purposes of Article 8(1) of Regulation (EU)
2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation").
Application has been made to the Luxembourg Stock Exchange to list Notes issued under the Programme on the
official list of the Luxembourg Stock Exchange and to admit Notes to trading on the Regulated Market operated by
the Luxembourg Stock Exchange (Bourse de Luxembourg). The Luxembourg Stock Exchange's (Bourse de
Luxembourg) Regulated Market is a regulated market for the purposes of Directive 2014/65/EU (as amended,
"MiFID II") on Markets in Financial Instruments, as amended. Notes issued under the Programme may also not be
listed at al .

(i)

In order to be able to conduct a public offer in relation to certain issues of Notes, Bayerische Motoren Werke
Aktiengesel schaft ("BMW AG"), BMW Finance N.V. ("BMW Finance"), BMW US Capital, LLC ("BMW US Capital"),
BMW International Investment B.V. ("BMW International Investment"), and BMW Japan Finance Corp. ("BMW
Japan") (each an "Issuer", and together, the "Issuers") have applied for a notification of this Base Prospectus into
the Federal Republic of Germany ("Germany"), the United Kingdom, the Republic of Austria ("Austria") and the
Netherlands pursuant to Article 25 of the Prospectus Regulation and the relevant Issuer will comply with such
requirements, inter alia, as to filings and publications as may be necessary from time to time for an offer of such
Notes in Germany, the United Kingdom, Austria and the Netherlands. The Issuers may apply for further notifications
of this Base Prospectus as may be necessary for an issue of Notes from time to time.
The CSSF only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and
consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement
of the economic or financial opportunity of the operation or the quality and solvency of the Issuer or of the quality of
the Notes that are the subject of this Base Prospectus. Investors should make their own assessment as to the
suitability of investing in the Notes.
By approving this Base Prospectus, the CSSF does not assume any responsibility as to the economic and financial
soundness of any issue of Notes under the Programme and the quality or solvency of any of the Issuers and the
Guarantor.
Potential investors should be aware that any website referred to in this document does not form part of this Base
Prospectus and has not been scrutinised or approved by the CSSF.
This Base Prospectus will be published in electronic form on the website of the Luxembourg Stock Exchange
(www.bourse.lu). This Base Prospectus is valid for a period of twelve months after its approval.
The validity of the Base Prospectus will expire on 8 May 2021. Any obligation to supplement a base
prospectus in the event of significant new factors, material mistakes or material inaccuracies does not
apply when a base prospectus is no longer valid.
Base Prospectus dated 8 May 2020

(ii)

Important Notice
The Notes and the Guarantee (each as defined below) have not been, and will not be, registered
under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered
or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined
in Regulation S under the Securities Act) except in accordance with Regulation S under the
Securities Act or pursuant to an exemption from the registration requirements of the Securities
Act.

(iii)

TABLE OF CONTENTS

Page

GENERAL INFORMATION ................................................................................................................
1

Part A:
General Description of the Programme ....................................................................
4

Part B:
Risk Factors ................................................................................................................
10
1.
Risks relating to BMW AG and BMW Group.................................................................
10
2.
Risks relating to the Issuers ..........................................................................................
25
3.
Risks relating to the Notes ............................................................................................
32

Part C:
Responsibility Statement............................................................................
37

Part D:
Consent to the Use of the Base Prospectus.................................................
38

Part E:
Documents Incorporated by Reference.......................................................
39

Part F:
Terms and Conditions and Related Documents ......................................................
47
F.I:
Issue Procedures ..........................................................................................................
48
F.II:
Terms and Conditions of the Notes (German language version)..................................
50

Option I: Emissionsbedingungen für festverzinsliche Schuldverschreibungen .......
51

Option II: Emissionsbedingungen für variabel verzinsliche Schuldverschreibungen
70

Option III: Emissionsbedingungen für Nullkupon-Schuldverschreibungen .............
96
F.III:
Terms and Conditions of the Notes (English language version) ...................................
114

Option I: Terms and Conditions of Fixed Rate Notes ..............................................
115

Option II: Terms and Conditions of Floating Rate Notes .........................................
131

Option III: Terms and Conditions of Zero Coupon Notes .........................................
154
F.IV:
Form of Final Terms / Muster-Endgültige Bedingungen ...............................................
170
F.V:
Text of the Guarantee / Text der Garantie .....................................................................
201
F.VI:
Text of the Declaration of Undertaking / Text der Verpflichtungserklärung ...................
203

Part G:
Selling Restrictions ....................................................................................................
205

Part H:
Warning regarding Taxation ......................................................................................
211

Part I:
Description of BMW Finance N.V., BMW US Capital, LLC, BMW International
212
Investment B.V., BMW Japan Finance Corp. ............................................................
I.I:
Description of BMW Finance N.V. ................................................................................
213
I.II:
Description of BMW US Capital, LLC ...........................................................................
218
I.III:
Description of BMW International Investment B.V. .......................................................
223
I.IV:
Description of BMW Japan Finance Corp. ....................................................................
229

Part J:
Description of Bayerische Motoren Werke Aktiengesellschaft .............................
234

ADDRESS LIST ................................................................................................................................. 251

(iv)

GENERAL INFORMATION
Consent to the Use of the Base Prospectus
With respect to Article 5 (1) of the Prospectus Regulation, the relevant Issuer may consent, to the extent
and under the conditions, if any, indicated in the relevant Final Terms, to the use of the Base Prospectus
for a certain period of time or as long as the Base Prospectus is valid in accordance with Article 12 (1)
Prospectus Regulation and accepts responsibility for the content of the Base Prospectus also with respect
to subsequent resale or final placement of Notes by any financial intermediary which was given consent
to use the Base Prospectus, if any. For further information, please refer below to the Part C ("CONSENT
TO THE USE OF THE BASE PROSPECTUS") of this Base Prospectus and the relevant Final Terms.
Requirements
This Base Prospectus contains as of the date hereof all such information as investors and their
professional advisers would reasonably require, and reasonably expect to find, for the purpose of making
an informed assessment of the assets and liabilities, financial position, profits and losses, and prospects
of the Issuers and the Guarantor and of the rights attached to the relevant Notes.
Responsibility of the Dealers
The Dealers have not independently verified the information contained herein. Accordingly, no
representation, warranty or undertaking, whether expressed or implied, is made, and no responsibility is
accepted, by the Dealers (in their capacity as Dealers) with respect to the accuracy or completeness of
this Base Prospectus or any further information supplied in connection with the Programme. The Dealers
accept no liability in relation to this Base Prospectus or its distribution or with regard to other information
supplied by the Issuers or the Guarantor herein, save for mandatory provisions of law.
In addition, in the ordinary course of their business activities, certain Dealers and their affiliates may make
or hold a broad array of investments and actively trade debt and equity securities (or related derivative
securities) and financial instruments (including bank loans) for their own account and for the accounts of
their customers. Such investments and securities activities may involve securities and/or instruments of
the Issuer or Issuer's affiliates. Certain of the Dealers or their affiliates that have a lending relationship
with the Issuer routinely hedge their credit exposure to the Issuer consistent with their customary risk
management policies. Typically, such Dealers and their affiliates would hedge such exposure by entering
into transactions which consist of either the purchase of credit default swaps or the creation of short
positions in securities, including potential y the Notes issued under the Programme. Any such positions
could adversely affect future trading prices of Notes issued under the Programme. The Dealers and their
affiliates may also make investment recommendations and/or publish or express independent research
views in respect of such securities or financial instruments and may hold, or recommend to clients that
they acquire, long and/or short positions in such securities and instruments.
Exclusiveness
The Issuers and the Guarantor have not authorised the making or provision of any representation or
information regarding the Issuers or the Notes other than as contained or incorporated by reference in
this Base Prospectus, or any final terms the form of which is described in Part F.IV of this Base Prospectus
(for each Tranche, the "Final Terms", which document may also include information relating to the relevant
Tranche of Notes other than the relevant Terms and Conditions (as defined below)) or as approved for
such purpose by the Issuers. Any such representation or information should not be relied upon as having
been authorised by any Issuer or Dealer or the Guarantor.
Significance of Delivery
Neither the delivery of this Base Prospectus and any Final Terms nor the offering, sale or delivery of any
Note shal in any circumstances create any implication that there has been no adverse change in the
financial situation of any Issuer or the Guarantor since the date hereof.
The delivery of this Base Prospectus or any Final Terms or the offering, sale or delivery of any Note does
not at any time imply that the information contained herein concerning the Issuers and the Guarantor is
correct at any time subsequent to the date thereof or that any other written information delivered in
connection therewith is correct as at any time subsequent to the date indicated in the document containing
the same.

1

Restriction on Distribution
The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of the
Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Base
Prospectus comes are required by the Issuers, the Guarantor and the Dealers to inform themselves about
and to observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries
of Notes and on distribution of this Base Prospectus and other offering material relating to the Notes
please refer to the Sel ing Restrictions set out in Part G of this Base Prospectus. In particular, the Notes
and the Guarantee have not been, and will not be, registered under the Securities Act and may include
Notes in bearer form which are subject to U.S. tax law requirements. Subject to certain exceptions, the
Notes and the Guarantee may not be offered, sold or delivered within the United States or to, or for the
account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act).
Exclusion
This Base Prospectus on its own does not constitute an offer or an invitation to subscribe for or purchase
any Notes and should not be considered as a recommendation by any Issuer, the Guarantor or any Dealer
that any recipient of this Base Prospectus should subscribe for or purchase any Notes. Each recipient
shal be taken to have made its own investigation and appraisal of the financial condition and affairs as
well as of the creditworthiness of any Issuer and of the Guarantor. This Base Prospectus may not be used
for the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is
not authorised or to any person to whom it is unlawful to make such offer or solicitation. This Base
Prospectus is not intended to provide the basis of any credit or other evaluation.
Stabilisation
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
stabilising manager(s) in the applicable Final Terms (or persons acting on behalf of a stabilizing manager)
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 or Notes and 60 days
after the date of the al otment of the relevant Tranche of Notes.
Any such stabilisation action so taken will be, in all material respects, permitted by or otherwise
in accordance with all relevant requirements applicable to such actions in the jurisdictions where
such actions are effected (including rules and other regulatory requirements governing any stock
exchange where such Notes are listed).
Benchmark Regulation
Interest amounts payable under floating rate Notes may be calculated by reference to (i) Euro Interbank
Offered Rate (the "EURIBOR"), which is currently provided by the European Money Markets Institute
("EMMI"), or (i ) the London Interbank Offered Rate ("LIBOR"), which is currently provided by ICE
Benchmark Administration ("IBA"), or (ii ) the Sterling Overnight Index Average ("SONIA"), which is
currently provided by the Bank of England, or (iv) the Secured Overnight Financing Rate ("SOFR"), which
is currently provided by the Federal Reserve Bank of New York, or (v) the Euro-Short Term Rate ("STR"),
which is published by the European Central Bank since 2 October 2019. As at the date of this Base
Prospectus, SONIA, SOFR and STR do not fall within the scope of the Regulation (EU) 2016/1011 (the
"Benchmark Regulation"). As at the date of this Base Prospectus, IBA and EMMI do appear on the
register of administrators and benchmarks (the "Benchmark Register") established and maintained by
the European Securities and Markets Authority ("ESMA") pursuant to Article 36 of the Benchmark
Regulation, while the Bank of England, the Federal Reserve Bank of New York and the European Central
Bank do not appear on the Benchmarks Register.

Each potential investor in Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the relevant Notes,
the merits and risks of investing in the relevant Notes and the information contained or
incorporated by reference into this Base Prospectus or any supplement hereto;

2

(i )
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation and the investment(s) it is considering, an investment in the Notes
and the impact the Notes will have on its overal investment portfolio;
(i i)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the
relevant Notes, including where the currency for principal or interest payments is different from
the potential investor's currency;
(iv)
understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of
financial markets;
(v)
be aware that it may be required to pay taxes or other documentary charges or duties in
accordance with the laws and practices of the country where the Notes are transferred or other
jurisdictions;
(vi)
ask for its own tax adviser's advice on its individual taxation with respect to the acquisition, sale
and redemption of the Notes; and
(vi )
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
IMPORTANT EEA AND UK RETAIL INVESTORS
If the Final Terms in respect of any Notes include a legend entitled "Prohibition of Sales to EEA and UK
Retail Investors", the Notes are not intended to be offered, sold or otherwise made available to and should
not be offered, sold or otherwise made available to any retail investor in the European Economic Area
(the "EEA") or in the United Kingdom (the "UK"). For these purposes, a retail investor means a person
who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU
(as amended, "MiFID II"); (i ) a customer within the meaning of Directive 2016/97/EU (the "Insurance
Distribution Directive"), where that customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II; or (ii ) not a qualified investor as defined in Regulation (EU) 2017/1129
(the "Prospectus Regulation"). Consequently, no key information document required by Regulation (EU)
No 1286/2014 (as amended or superseded, the "PRIIPs Regulation") for offering or selling the Notes or
otherwise making them available to retail investors in the EEA or in the UK has been prepared and
therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA
or in the UK may be unlawful under the PRIIPS Regulation.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET
The Final Terms in respect of any Notes may include a legend entitled "MiFID II Product Governance"
which wil outline the target market assessment in respect of the Notes and which channels for distribution
of the Notes are appropriate in each case as of the date of the relevant Final Terms. Any person
subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration
the target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its
own target market assessment in respect of the Notes (by either adopting or refining the target market
assessment) and determining appropriate distribution channels.
A determination wil be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"),
any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither
the Arranger nor the Dealers nor any of their respective affiliates wil be a manufacturer for the purpose
of the MiFID Product Governance Rules.

3

Part A of the Prospectus
General Description of the Programme

GENERAL DESCRIPTION OF THE PROGRAMME
General
Notes will be issued in tranches ("Tranches") one or more of which shal comprise a series ("Series").
Notes will be issued in such denominations as may be agreed between the relevant Issuer and the
relevant Dealer(s) (as defined below) and as indicated in the applicable final terms (the "Final Terms")
save that the minimum denomination of the Notes wil be, if in euro, EUR 1,000, and, if in any currency
other than euro, an amount in such other currency nearly equivalent to EUR 1,000 at the time of the issue
of Notes. Subject to any applicable legal or regulatory restrictions, and requirements of relevant central
banks, Notes may be issued in euro or any other currency. The Notes are issued in bearer form under
German law.
In addition to the above paragraph, Notes issued by BMW US Capital with a maturity at issuance of 183
days or less wil have a minimum denomination of USD 500,000 or its equivalent in other specified foreign
currencies at the date of issue.
Under the Prospectus Regulation, prospectuses relating to notes having a maturity at issue of less than
12 months are not subject to the approval provisions.
The Notes are direct, unconditional, unsubordinated and unsecured obligations of the respective Issuer
and rank equally with al its other unsecured and unsubordinated obligations.
Notes issued by BMW Finance N.V., BMW US Capital, LLC, BMW International Investment B.V. and BMW
Japan Finance Corp. will have the benefit of a guarantee (the "Guarantee") given by BMW AG (the
"Guarantor"). The Guarantee constitutes an irrevocable, unsecured and unsubordinated obligation of the
Guarantor ranking equally with all other unsecured and unsubordinated obligations of the Guarantor (other
than statutority preferred indebtedness).
Notes may be issued with such maturities as may be agreed between the Issuer and the relevant
Dealer(s), subject to a minimum maturity of 30 days, as indicated in the applicable Final Terms (except in
any case, such other minimum or maximum maturity as may be al owed or required from time to time by
the relevant central bank (or equivalent body) or any laws or regulations applicable to the Issuer or the
relevant Specified Currency (as defined in the Terms and Conditions of the Notes)).
Notes may be issued at an issue price, which is at par or at a discount to, or premium over, par, as stated
in the relevant Final Terms. The issue price for Notes to be issued will be determined at the time of pricing
on the basis of a yield which wil be determined on the basis of the orders of the investors which are
received by the Dealers during the offer period. Orders wil specify a minimum yield and may only be
confirmed at or above such yield. The resulting yield will be used to determine an issue price, all to
correspond to the yield.
In the case of an early redemption of Zero Coupon Notes, the redemption amount can be less than the
principal amount, but will not be less than the issue price of such Zero Coupon Notes.
The yield for Notes with fixed interest rates will be calculated by the use of the ICMA method, which
determines the effective interest rate of notes taking into account accrued interest on a daily basis.
Notes may be offered to qualified investors and/or retail investors as further specified in the relevant Final
Terms.
Issuers
Bayerische Motoren Werke Aktiengesel schaft, Munich, Germany
BMW Finance N.V., The Hague, The Netherlands
BMW US Capital, LLC, Wilmington, Delaware, USA
BMW International Investment B.V., The Hague, The Netherlands
BMW Japan Finance Corp., Chiyoda-ku, Tokyo, Japan

4

BMW Finance, BMW US Capital, BMW International Investment and BMW Japan, together, shall be
referred to as the "Issuers" or the "Issuing Subsidiaries". The Issuing Subsidiaries, together with al
other BMW group companies, shall be referred to as "BMW Group" or "BMW".
Guarantor
Bayerische Motoren Werke Aktiengesel schaft
Arranger
Deutsche Bank Aktiengesellschaft, Frankfurt am Main, Germany
Dealers
Barclays Bank Ireland PLC, Dublin, Ireland
BNP Paribas
BofA Securities Europe SA, Paris, France
Citigroup Global Markets Europe AG, Frankfurt am Main, Germany
Citigroup Global Markets Limited, London, United Kingdom
Commerzbank Aktiengesellschaft, Frankfurt am Main, Germany
Crédit Agricole Corporate and Investment Bank, Montrouge, France
Credit Suisse Securities (Europe) Limited, London, United Kingdom
Deutsche Bank Aktiengesellschaft, Frankfurt am Main, Germany
Goldman Sachs Bank Europe SE, Frankfurt am Main, Germany
HSBC Bank plc, London, United Kingdom
J.P. Morgan Securities plc, London, United Kingdom
Merrill Lynch International
Morgan Stanley & Co. International plc, London, United Kingdom
RBC Europe Limited
Société Générale, Paris, France
UniCredit Bank AG, Munich, Germany

Notes may be issued from time to time to one or more of the Dealers specified above (the "Dealers" and
each a "Dealer"), which expression shall include any additional Dealer appointed under the Programme
and which appointment may be for a specific issue or on an on-going basis.
Principal Paying Agent
Deutsche Bank Aktiengesellschaft
Luxembourg Listing and Paying Agent
BNP Paribas Securities Services, Luxembourg Branch
Authorisations
The amendment and restatement of the Programme and the issue of Notes under the Programme have
been duly authorised by resolutions of the relevant Board of Management, namely by BMW Finance
passed on 31 March 2020; by BMW US Capital passed on 31 March 2020; by BMW International
Investment passed on 31 March 2020; and by BMW Japan passed on 31 March 2020. In line with
applicable German law and in the absence of a specific requirement to that extent set out in its Articles of
Incorporation, BMW AG did not pass a specific board resolution in relation to the amendment and
restatement of the Programme and issues of Notes thereunder. Accordingly, issues of Notes by BMW AG
are properly authorised by virtue of an execution thereof by signatories, and such number of signatories,
duly authorised to act on behalf of BMW AG. Al consents, approvals, authorisations or other orders of all
regulatory authorities required by the Issuers under the laws of Germany, the Netherlands, the United
States of America, and Japan, respectively, have been given for the issue of Notes and for the Issuers to
undertake and perform their obligations under the dealer agreement dated 8 May 2020 (the "Dealer
Agreement"), the agency agreement dated 8 May 2020 (the "Agency Agreement"), the declaration of
undertaking dated 8 May 2020 (the "Declaration of Undertaking"), the Notes and, in the case of the
Guarantor, under the guarantee dated 8 May 2020 (the "Guarantee").

5

Clearstream Luxembourg, Euroclear and CBF
The Notes have been accepted for clearance through Clearstream Banking, S.A., 42 Avenue JF Kennedy,
1855 Luxembourg, Grand Duchy of Luxembourg, and Euroclear Bank SA/NV, Boulevard du Roi Albert II,
1210 Brussels, Belgium, and Clearstream Banking AG, Mergenthaleral ee 61, 65760 Eschborn, Federal
Republic of Germany, and may be accepted in the future for clearance through any Specified Clearing
System and through other clearing systems in relation to a particular Tranche, as the case may be. The
appropriate common code and ISIN for each Tranche, and each other securities code which may be
obtained in relation to a particular Tranche, as the case may be, will be contained in the relevant Final
Terms.
Interim Reports
As at the date of this Base Prospectus, BMW Japan does not publish interim reports.
Documents Available for Inspection
For the term of this Base Prospectus copies of the following documents will, when published, be available
free of charge during normal business hours from the registered office of the relevant Issuer and from the
specified offices of the Principal Paying Agent:
(i)
the constitutional documents of each of the Issuers in the English language;
(i )
a copy of this Base Prospectus;
(i i)
the Guarantee;
(iv)
the documents incorporated herein by reference; and
(v)
a copy of any supplements to this Base Prospectus.
Electronic versions of the constitutional documents of the Issuers are also available on the Guarantor's
website.
This Base Prospectus, any document incorporated by reference and any supplement to this Base
Prospectus will be published on the website of the Luxembourg Stock Exchange (www.bourse.lu).
In the case of Notes listed on the official list of the Luxembourg Stock Exchange or publicly offered in the
Grand Duchy of Luxembourg, the Final Terms wil be displayed on the website of the Luxembourg Stock
Exchange (www.bourse.lu).
Programme Amount
The aggregate principle amount of all outstanding Notes or the Euro equivalent in the relevant foreign
currency on the respective Trade Dates thereof at any one time shal not exceed EUR 50,000,000,000 or
such increased amount as may be agreed by the Dealers, the Issuers and the Guarantor (the
"Programme Amount") in accordance with the provisions of the Dealer Agreement.
This Base Prospectus and any supplement thereto will only be valid for listing Notes on the regulated
market of the Luxembourg Stock Exchange and any other regulated market of any other stock exchange,
if any, in an aggregate nominal amount which, when added to the aggregate nominal amount then
outstanding of al Notes previously or simultaneously issued under the Programme, does not exceed EUR
50,000,000,000. For the purpose of calculating the Euro equivalent of the aggregate amount of Notes
issued under the Programme from time to time:
(a)
the Euro equivalent of Notes denominated in another issue currency shall be determined by the
relevant Issuer on the trade date specified in the Final Terms of such Notes (the "Trade Date")
according to the reference rate determined by the European System of Central Banks on 2:15 p.m.
(central European time) and published by the European Central Bank in Frankfurt am Main on such
date; and
(b)
the Euro equivalent of Zero Coupon Notes (as defined in Parts E.II and E.III ("Terms and
Conditions of the Notes") of this Base Prospectus) issued at a discount or premium shal be
calculated in the manner specified above by reference to the net proceeds received by the relevant
Issuer for the relevant issue.

6