Obligation Bayer 2.375% ( DE000A14J611 ) en EUR

Bayer

100.95 % ⇌

Allemagne

DE000A14J611 ( en EUR )

2.375% par an ( paiement annuel )

01/04/2075

Prospectus brochure de l'obligation Bayer DE000A14J611 en EUR 2.375%, échéance 01/04/2075

1 000 EUR

1 300 000 000 EUR

02/10/2024 ( Dans 162 jours )

L'Obligation émise par Bayer ( Allemagne ) , en EUR, avec le code ISIN DE000A14J611, paye un coupon de 2.375% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 01/04/2075

Prospectus
Dated April 1, 2015

BAYER AKTIENGESELLSCHAFT
(incorporated in the Federal Republic of Germany)
as Issuer
EUR 1,300,000,000
Subordinated Resettable Fixed Rate Notes due 2075

Bayer Aktiengesellschaft (the "Issuer" or "Bayer AG" and together with its consolidated subsidiaries,
the "Bayer Group", "Group" or "Bayer") will issue EUR 1,300,000,000 in aggregate principal amount of
subordinated notes subject to interest rate reset with a first call date on October 2, 2022 (the "Notes") in a
denomination of EUR 1,000 on April 2, 2015 (the "Issue Date") at an issue price of 99.499 % of their principal
amount (the "Offering").
The Notes will bear interest on their principal amount (i) from and including April 2, 2015 (the
"Interest Commencement Date") to but excluding October 2, 2022 (the "First Call Date") at a rate of 2.375 %
per annum (first short coupon); (ii) from and including the First Call Date to but excluding October 2, 2027 (the
"First Step-up Date") at the relevant 5-year swap rate for the relevant reset period plus a margin of 200.7 basis
points per annum; (iii) from and including the First Step-up Date to but excluding October 2, 2042 (the "Second
Step-up Date") at the relevant 5-year swap rate for the relevant reset period plus a margin of 225.7 basis points
per annum; and (iv) from and including the Second Step-up Date to but excluding April 2, 2075 (the "Maturity
Date") at the relevant 5-year swap rate for the relevant reset period plus a margin of 300.7 basis points per
annum (last short coupon).
During each period, interest will be paid annually in arrears on October 2 of each year (each an
"Interest Payment Date"), commencing on October 2, 2015 (first short coupon). The last Interest Payment Date
is the Maturity Date (last short coupon). The Issuer will be entitled to defer payments of interest on any Interest
Payment Date ("Arrears of Interest") and may pay such Arrears of Interest voluntarily at any time, but only has
to pay such Arrears of Interest under certain circumstances as laid out in the terms and conditions of the Notes
(the "Conditions").
The Notes will be redeemable in whole but not in part at the option of the Issuer at their principal
amount plus accrued and unpaid interest and upon payment of any outstanding Arrears of Interest on the First
Call Date and on any respective Interest Payment Date thereafter. The Issuer may also redeem the Notes in
whole but not in part at any time before the First Call Date following a Rating Event, a Tax Deductibility Event
or a Gross-up Event at the Early Redemption Amount (each as defined in the applicable Conditions).
Additionally, the Issuer may redeem the Notes, in whole but not in part, if the Issuer has purchased or redeemed
at least 80% of the originally issued aggregate principal amount of the Notes.
The Notes will initially be represented by a temporary global note, without interest coupons, which will
be exchangeable in whole or in part for a permanent global note without interest coupons, not earlier than 40
days after the Issue Date, upon certification as to non-U.S. beneficial ownership. The Notes will be issued in
bearer form.
Application has been made to the Luxembourg Stock Exchange for the Notes to be listed on the Official
List of the Luxembourg Stock Exchange and to be admitted to trading on the Luxembourg Stock Exchange's
Regulated Market. The Luxembourg Stock Exchange's Regulated Market is a regulated market for the purposes
of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on Markets in
Financial Instruments, as amended.

This prospectus (the "Prospectus") constitutes a prospectus within the meaning of Article 5.3 of
Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 as amended from
time to time (the "Prospectus Directive").
By approving a prospectus, the Commission de Surveillance du Secteur Financier (the "Commission")
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.

This Prospectus has been approved by the Commission, has been filed with said authority and will be
published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu).
The Notes are expected to be rated BBB by Standard & Poor's Credit Market Services Europe Ltd
(Niederlassung Deutschland), a division of McGrawHill Financial ("S&P") and Baa2 by Moody's Investors
Service Ltd. ("Moody's" and, together with S&P, the "Rating Agencies"). A rating is not a recommendation to
buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning
rating organization. As of the date of this Prospectus, each of the Rating Agencies is a credit rating agency
established in the European Union and registered under Regulation (EC) No 1060/2009 of the European
Parliament and of the Council of 16 September 2009 on credit rating agencies (as amended) (the "CRA
Regulation"). In general, European regulated investors are restricted from using a credit rating for regulatory
purposes if such credit rating is not issued by a rating agency established in the European Union and registered
under the CRA Regulation. A list of credit rating agencies registered under the CRA Regulation is available for
viewing at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs.

Joint Bookrunners and Co-ordinating Banks

Société Générale Corporate &
The Royal Bank of
Deutsche Bank
Investment Banking
Scotland

Joint Bookrunners

Banco Bilbao Vizcaya
Crédit Agricole CIB
MUFG
Argentaria, S.A.

- ii -

RESPONSIBILITY STATEMENT

Bayer AG with its registered office in Leverkusen is solely responsible for the information given in this
Prospectus and for the information relating to the Notes.

The 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 all documents incorporated herein
by reference.

The Issuer has confirmed to Deutsche Bank AG, London Branch ("Deutsche Bank"), Société Générale
("SocGen"), The Royal Bank of Scotland plc ("RBS" and together with Deutsche Bank and SocGen, the "Co-
ordinating Banks") and Banco Bilbao Vizcaya Argentaria, S.A., Crédit Agricole Corporate and Investment
Bank and Mitsubishi UFJ Securities International plc (together with the Co-ordinating Banks, the "Joint
Bookrunners") 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 the Issuer,
and of the rights attaching to the Notes; that the information contained herein with respect to the Issuer 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 and, if given or made, such information or representation, if given or made,
must not be relied upon as having been authorized by the Issuer or the Joint Bookrunners.

Neither the Joint Bookrunners nor any other person mentioned in this Prospectus, excluding the Issuer,
is responsible for the information contained in this Prospectus, 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 reflects the status as of its date of issue. The distribution of this Prospectus and the
offering, sale or delivery of the Notes may not be taken as an implication that the information contained herein is
accurate and complete subsequent to the date hereof or that there has been no adverse change in the financial
situation of the Issuer since the date hereof.

The distribution of this Prospectus and the offering, sale and delivery of Notes in certain jurisdictions
may be restricted by law. Persons into whose possession this Prospectus 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 and the European Economic Area 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, or for the account or benefit of U.S.
persons.

This Prospectus 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.

- iii -

IN CONNECTION WITH THE ISSUE OF THE NOTES, DEUTSCHE BANK (THE "STABILISING
MANAGER") (OR PERSON(S) ACTING ON ITS BEHALF) MAY OVER-ALLOT NOTES OR
EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE PRICE OF THE NOTES AT A
LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS
NO ASSURANCE THAT THE STABILISING MANAGER (OR PERSONS ACTING ON ITS BEHALF)
WILL UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN AT
ANY TIME AFTER ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE
NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO
LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE NOTES AND 60
DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. ANY STABILISATION ACTION
OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE STABILISING MANAGER (OR
PERSON(S) ACTING ON BEHALF OF ANY STABILISING MANAGER) IN ACCORDANCE WITH
ALL APPLICABLE LAWS AND RULES.

The language of the Prospectus is English. The German versions of the English language sets of
Conditions are shown in the Prospectus for additional information. As to form and content, and all rights and
obligations of the Holders and the Issuer under the Notes to be issued, German is the controlling legally binding
language.

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
Issuer makes to the best of its 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" and "Bayer AG". 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 Issuer nor the Joint Bookrunners 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.

CONSENT TO THE USE OF THE PROSPECTUS

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

- iv -

TABLE OF CONTENTS

Page
Summary
1
Section A
Introduction and Warnings
1
Section B
Bayer AG
2
Section C
The Notes
5
Section D
Risks specific to Bayer AG
10
Section D
Risks specific to the Notes
11
Section E
Offer of the Notes
13
Risk Factors
14
Conditions of the Notes
23
Description of Rules Regarding Resolutions of Holders
47
Use of Proceeds
49
Bayer AG
50
Taxation
74
Offer and Subscription of the Notes
79
General Information
82
Incorporation by reference
83

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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 this prospectus
(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 Issuer who has 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 consent to the use of the
the Prospectus
Prospectus for the subsequent resale or final placement of the Notes.

- 1 -

Element
Section B Bayer AG

B.1
Legal and commercial name
Bayer Aktiengesellschaft (the "Issuer" or "Bayer AG" and
together with its consolidated subsidiaries, the "Bayer
Group", "Group" or "Bayer")
B.2
Domicile / Legal form /
Bayer AG is a stock corporation (Aktiengesellschaft)
Legislation / Country of
incorporated and mainly operated under the laws of Germany.
incorporation
Its registered office is located at Kaiser-Wilhelm Allee 1,
51373 Leverkusen, Germany.
B.4b
Known trends affecting the
Bayer's growth could be impeded by increasing global cost
Issuer and the industries in which pressure on health systems. Pharmaceutical products are
it operates
subject to regulatory price controls and regulations in many
markets, and government reimbursement systems often favor
less expensive generic medicines over branded products. In
addition, in some markets, major suppliers in the health care
sector 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. Changes with respect to price development
and governmental price controls in Bayer's key markets are
continuously monitored. Depending on the intensity of such
price controls and the pressure on prices, it could be necessary
to adjust Bayer's business model.
The expectations of the public and the regulatory authorities
with regard to the safety and efficacy of chemical and
pharmaceutical products are constantly rising. Against this
background, Bayer continues to anticipate increasing
regulatory requirements for clinical or (eco)toxicological
studies, for example. This increases product development
costs and the time it takes to obtain registration or marketing
approval.
A large proportion of Bayer's products, especially in the Life
Science businesses, is covered by patents. Generic
manufacturers, in particular, 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 Bayer's patents expires, prices are likely to come under
pressure because of increased competition from generic
products entering the market.
For MaterialScience, an economic downturn, changes in
competitors' behavior or the market entry of new competitors
can lead to a more intense competitive situation characterized
by overcapacities and increased pressure on prices.
The Bayer Group requires significant quantities of energy and
petrochemical feedstocks for its production processes.
Procurement prices for energy and raw materials may
- 2 -

fluctuate significantly. Experience has shown that higher
production costs cannot always be passed on to customers
through price adjustments. This applies especially to
MaterialScience.
B.5
Description of the Group and the
Bayer AG, headquartered in Leverkusen, Germany, is the
Issuer's position within the
strategic management holding company for the Bayer Group,
Group
which as per December 31, 2014 included 302 consolidated
subsidiaries.
B.9
Profit forecast or estimate
Not applicable. No profit forecast or estimate has been
included.
B.10
Nature of any qualifications in
Not applicable. The audit reports do not include any
the audit report on historical
qualifications.
financial information
B.12
Selected historical key financial information

As of and for the year ended

December 31, 2014
December 31, 2013

in million Euro
Sales
42,239
40,157
Net income(a)
3,426
3,189
Net cash flow(b)
5,810
5,171
Total assets
70,234
51,317
Equity
20,218
20,804

(a) Net income = Income (loss) after tax attributable to Bayer AG stockholders
(b) Net cash provided by / used in operating activities

Trend information
There has been no material adverse change in the prospects of
the Bayer Group since the end of the last reporting period
ended December 31, 2014.
Significant
change
in
the Not applicable. There has been no significant change in the
financial or trading position
financial or trading position of the Bayer Group since the end
of the last reporting period ended December 31, 2014.
B.13
Recent developments
On September 18, 2014, Bayer announced that it will in future
focus entirely on the Life Science businesses HealthCare
and CropScience and intends to float MaterialScience on the
stock market as a separate company by mid-2016 at the latest.
B.14
Statement of dependency upon
see Element B.5
other entities within the group
Not applicable. Bayer AG is not dependent upon other entities
within the Bayer Group.
B.15
Principal activities
Bayer is a global enterprise with core competencies in the
areas of health care, agriculture and high-tech polymer
materials.
Bayer HealthCare is a world-leading innovation company in
the area of prescription medicines and consumer products.
This subgroup researches, develops, manufactures and
markets products to improve the health of people and animals.
Bayer CropScience is one of the world's leading research-
intensive companies in the agricultural industry, offering a
broad range of innovative chemical and biological products
for improving plant health, along with high-value seeds. It
also provides extensive customer service to support modern,
sustainable agriculture. A further focus is on non-agricultural
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applications.
Bayer MaterialScience is a renowned supplier of high-tech
polymers and develops innovative product solutions for a
wide variety of everyday uses. Products holding leading
positions on the world market account for a large proportion
of its sales.
B.16
Major
To Bayer AG's knowledge, Bayer AG is not directly or indirectly owned or
shareholders
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
Long-term
Short-term
of the Issuer or

rating
Outlook
rating
its debt
securities
Standard & Poor's
A-
stable
A-2
Moody's
A3
stable
P-2

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Element
Section C The Notes

C.1
Class and type of
EUR 1,300,000,000 subordinated notes subject to interest rate reset with a
the Notes / ISIN
first call date on October 2, 2022 (the "Notes").
ISIN
DE000A14J611
Common Code 121274043
WKN
A14J61
C.2
Currency
The Notes are issued in Euro.
C.5
Restrictions on
Not applicable. The Notes are freely transferable.
free
Transferability
C.8
Rights attached to Rights of the holders and the Issuer attached to the Notes
the Notes
The Notes entitle holders, in particular, to the interest payments described
(including
in Element C.9.
limitations to
those rights and
Early Redemption
ranking of the
Notes)
The Issuer may redeem the Notes in whole but not in part at par on
October 2, 2022 (the "First Call Date") and on any subsequent interest
payment date.
The Issuer may redeem the Notes in whole but not in part at any time upon
the occurrence of the following redemption events: (i) a rating event, (ii) a
tax deductibility event and (iii) a gross-up event. In case (i) the redemption
event is a rating event or a tax deductibility event and (ii) the date fixed for
redemption falls prior to the First Call Date, the early redemption amount
to be paid shall be 101 percent of the specified denomination of the Notes
to be redeemed early plus accrued, but unpaid interest and any outstanding
arrears of interest. In case of a rating event or a tax deductibility event
where the date fixed for redemption falls on or after the First Call Date or
in case of a gross-up event the early redemption amount shall be 100
percent of the specified denomination of the Notes to be redeemed early
plus accrued, but unpaid interest and any outstanding arrears of interest.
The Issuer may redeem the Notes in whole but not in part at par at any
time, if the Issuer has redeemed or purchased and cancelled at least 80
percent of the originally issued aggregate principal amount.
Events of Default
There are no events of default entitling holders to demand redemption of
the Notes.
Resolutions of Holders
The Notes provide for resolutions of holders.
Ranking of the Notes
The Issuer's obligations under the Notes constitute unsecured obligations of
the Issuer and, in the event of the winding-up, dissolution or liquidation of
the Issuer rank:
- 5 -