Obligation Bayris 3.75% ( DE000A11QR73 ) en EUR

Bayris

100 % ▼

Allemagne

DE000A11QR73 ( en EUR )

3.75% par an ( paiement annuel )

01/07/2074

Prospectus brochure de l'obligation Bayer DE000A11QR73 en EUR 3.75%, échéance 01/07/2074

1 000 EUR

1 500 000 000 EUR

01/07/2025 ( Dans 63 jours )

Bayer est une société multinationale allemande spécialisée dans les sciences de la vie, opérant dans les secteurs de la santé, de l'agriculture et des produits de consommation.

L'Obligation émise par Bayris ( Allemagne ) , en EUR, avec le code ISIN DE000A11QR73, paye un coupon de 3.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 01/07/2074

Prospectus

Dated June 27, 2014
BAYER AKTIENGESELLSCHAFT
(incorporated in the Federal Republic of Germany)
as Issuer
EUR 1,750,000,000
Subordinated Resettable Fixed Rate Notes due 2075
and
EUR 1,500,000,000
Subordinated Resettable Fixed Rate Notes due 2074

Bayer Aktiengesellschaft (the "Issuer" or "Bayer AG" and together with its consolidated subsidiaries,
the "Bayer Group", "Group" or "Bayer") will issue EUR 1,750,000,000 in aggregate principal amount of
subordinated notes subject to interest rate reset with a first call date on July 1, 2020 (the "NC6 Notes") and
EUR 1,500,000,000 in aggregate principal amount of subordinated notes subject to interest rate reset with a first
call date on July 1, 2024 (the "NC10 Notes" and, together with the NC6 Notes, the "Notes") in a denomination
of EUR 1,000 each on July 1, 2014 (the "Issue Date") at an issue price of 100 % of their principal amount in
respect of the NC6 Notes and 100 % of their principal amount in respect of the NC10 Notes (the "Offering").
The NC6 Notes will bear interest on their principal amount (i) from and including July 1, 2014 (the
"NC6 Interest Commencement Date") to but excluding July 1, 2020 (the "NC6 First Call Date") at a rate of
3.00 % per annum; (ii) from and including the NC6 First Call Date to but excluding July 1, 2024 (the "First
NC6 Step-up Date") at the relevant 5-year swap rate for the relevant reset period plus a margin of 217.6 basis
points per annum; (iii) from and including the First NC6 Step-up Date to but excluding July 1, 2040 (the
"Second NC6 Step-up Date") at the relevant 5-year swap rate for the relevant reset period plus a margin of
242.6 basis points per annum; and (iv) from and including the Second NC6 Step-up Date to but excluding the
Maturity Date at the relevant 5-year swap rate for the relevant reset period plus a margin of 317.6 basis points
per annum.
The NC10 Notes will bear interest on their principal amount (i) from and including July 1, 2014 (the
"NC10 Interest Commencement Date") to but excluding July 1, 2024 (the "First NC10 Step-up Date" or the
"NC10 First Call Date") at a rate of 3.75 % per annum; (ii) from and including the First NC10 Step-up Date to
but excluding July 1, 2044 (the "Second NC10 Step-up Date") at the relevant 5-year swap rate for the relevant
reset period plus a margin of 255 basis points per annum; and (iii) from and including the Second NC10 Step-up
Date to but excluding the Maturity Date at the relevant 5-year swap rate for the relevant reset period plus a
margin of 330 basis points per annum.
During each period, interest will be paid annually in arrears on July 1 of each year (each an "Interest
Payment Date"), commencing on July 1, 2015. 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
NC6 Notes (the "NC6 Conditions") and the terms and conditions of the NC10 Notes (the "NC10 Conditions"
and, together with the NC6 Conditions, the "Conditions"), as applicable.
Each series of 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 NC6 First Call Date for the NC6 Notes, on the NC10 First Call Date for the NC10 Notes and on any
respective Interest Payment Date thereafter. The Issuer may also redeem each series separately in whole but not
in part at any time before the respective first call dates following a Rating Event, a Tax Deductibility Event, a
Gross-up Event or an Acquisition Event at the Early Redemption Amount (each as defined in the applicable

Conditions). Additionally, the Issuer may redeem each series separately, 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 of such
series.
Each series of 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 with a denomination of EUR 1,000 each.
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 Ratings Services, a division of the
McGraw-Hill Companies ("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.

Structuring Adviser

BNP PARIBAS

Joint Bookrunners

Barclays
BNP PARIBAS
Citigroup
HSBC

Banco Bilbao Vizcaya
Argentaria, S.A.
BofA Merrill Lynch
Commerzbank
Crédit Agricole CIB
Credit Suisse
Deutsche Bank
Goldman Sachs
International
J.P. Morgan
Mitsubishi UFJ
Securities
Mizuho Securities
Santander Global
Banking & Markets
SMBC Nikko
Société Générale
Corporate & Investment
The Royal Bank of Scotland
UniCredit Bank
Banking

Co-Managers

ANZ
BNY Mellon Capital
BayernLB
Helaba Frankfurt
Markets EMEA
ING
Banca IMI
SEB

- 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 Barclays Bank plc, BNP Paribas, Citigroup Global Markets Limited, HSBC
Bank plc, Banco Bilbao Vizcaya Argentaria, S.A., Banco Santander, S.A., Commerzbank Aktiengesellschaft,
Crédit Agricole Corporate and Investment Banking, Credit Suisse Securities (Europe) Limited, Deutsche Bank
AG, London Branch, Goldman Sachs International, J.P. Morgan Securities plc, Merrill Lynch International,
Mitsubishi UFJ Securities International plc, Mizuho International plc, The Royal Bank of Scotland plc, SMBC
Nikko Capital Markets Limited, Société Générale and UniCredit Bank AG (the "Joint Bookrunners") and
Australia and New Zealand Banking Group Limited, Banca IMI S.p.A., BNY Mellon Capital Markets EMEA
Limited, Bayerische Landesbank, Landesbank Hessen-Thüringen Girozentrale, ING Bank N.V. Belgian Branch
and Skandinaviska Enskilda Banken AB (together, the "Co-Managers" and, together with the Joint
Bookrunners, the "Managers") that this Prospectus contains all information which, according to the particular
nature of the Issuer and of the Notes offered to the public or 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 Managers.

Neither the Managers 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, The Netherlands 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.

- iii -

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.

IN CONNECTION WITH THE ISSUE OF THE NOTES, BNP PARIBAS (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 Managers 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
6
Section A
Introduction and Warnings
6
Section B
Bayer AG
7
Section C
The Notes
10
Section D
Risks specific to Bayer AG
15
Section D
Risks specific to the Notes
16
Section E
Offer of the Notes
18
German Translation of the Summary
19
Abschnitt A
Einleitung und Warnhinweise
19
Abschnitt B
Bayer AG
20
Abschnitt C
Die Schuldverschreibungen
24
Abschnitt D
Risiken hinsichtlich Bayer
30
Abschnitt D
Risiken hinsichtlich der Schuldverschreibungen
31
Abschnitt E
Angebot von Schuldverschreibungen
34
Risk Factors
35
Conditions of the Notes / German Language Version
45
Conditions of the Notes / English Language Version
69
Description of Rules Regarding Resolutions of Holders
89
Use of Proceeds
91
Bayer AG
92
Taxation
122
Offer and Subscription of the Notes
128
General Information
131
Incorporation by reference
132

- v -

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.

- 6 -

Element
Section B Bayer AG

B.1
Legal and commercial Bayer Aktiengesellschaft (the "Issuer" or "Bayer AG" and together with
name
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 / Country Germany as a stock corporation (Aktiengesellschaft). Its registered office
of incorporation
is located at 51368 Leverkusen, Germany.
B.4b
Known trends
A large proportion of Bayer's products, especially in the Life Science
affecting the Issuer
businesses, is protected by patents. Generic manufacturers and others
and the industries in
attempt to contest patents prior to their expiration. Sometimes a generic
which it operates
version of a product may even be launched "at-risk" prior to the issuance
of a final patent decision. Bayer is currently involved in legal proceedings
to enforce patent rights relating to its products. 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.
Pharmaceutical products are subject to regulatory price controls 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. Bayer expects the current
extent of regulatory controls and market pressures on pricing to persist or
increase.
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.
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 fluctuate significantly. Experience has
shown that higher production costs cannot always be passed on to
customers through price adjustments. This applies especially at
MaterialScience.
B.5
Description of the
Bayer AG, headquartered in Leverkusen, Germany, is the strategic
Group and the
management holding company and the ultimate parent company of the
Issuer's position
Bayer Group, which as per March 31, 2014 included 290 consolidated
within the Group
subsidiaries (December 31, 2013: 289 consolidated subsidiaries).
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

- 7 -

B.12 Selected historical key financial information

As of and for the three month ended
As of and for the year ended

March 31, 2014
March 31, 2013
December 31, 2013 December 31, 2012

in million Euro
in million Euro
Sales
10,555
10,266
40,157
39,741
Net income(a)
1,423
1,160
3,189
2,403
Net cash flow
163
327
5,171
4,530
Total assets
56,457
52,870
51,317
51,318
Equity
21,094
19,780
20,804
18,551
(a) Net income = Income (loss) after tax attributable to Bayer AG stockholders

Trend information There has been no material adverse change in the prospects of the Bayer Group
since the date of the last published audited consolidated financial statements as of
and for the year ended December 31, 2013.
Significant change Other than the planned acquisition of the consumer care business of U.S.
in the financial or pharmaceutical company Merck & Co., Inc., Whitehouse Station, NJ, USA, for a
trading position
purchase price of USD 14.2 billion (EUR 10.4 billion), which is expected to close
in the second half of 2014, 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, 2014.
B.13 Recent
On May 6, 2014, Bayer announced that it had agreed to acquire the consumer care
developments
business of U.S. pharmaceutical company Merck & Co., Inc., Whitehouse
Station, NJ, USA, for a purchase price of USD 14.2 billion (EUR 10.4 billion).
The acquisition will strengthen Bayer's business in non-prescription (over-the-
counter, OTC) products, and enhance Bayer's business across multiple therapeutic
categories and geographies. The transaction is subject to approval from the
relevant antitrust authorities, with closing expected in the second half of 2014. To
finance the acquisition Bayer entered a USD 14.2 billion bridge facility
agreement with Bank of America Merrill Lynch, BNP Paribas and Mizuho, which
has been syndicated to a larger group of relationship banks. The proceeds from
the subsequent capital market take-out (a combination of senior and hybrid capital
instruments) will be used to reduce the amount of the facility.
On May 15, 2014, Bayer HealthCare has entered into a definitive agreement to
sell its Interventional device business to Boston Scientific. The total consideration
for the transaction, including fees for transitional services, is $415 million (about
EUR 300 million). The sale will include the AngioJetTM (thrombectomy) and
JetstreamTM (atherectomy) systems, and the FetchTM2 Aspiration Catheter used in
cardiology, radiology and peripheral vascular procedures. Closing of the
transaction is subject to customary conditions, including relevant antitrust
clearance, and is expected to occur in the second half of 2014.
B.14 Statement of
see Element B.5
dependency upon
Not applicable. Bayer AG is not dependent upon other entities within the Bayer
other entities
Group.
within the group
B.15 Principal activities
HealthCare develops, produces and markets products for the prevention,
diagnosis and treatment of human and animal diseases.
CropScience develops, manufactures and markets a comprehensive product
portfolio in the areas of seeds and plant traits; crop protection; and for
gardens, the green industry and non-agricultural pest control.
MaterialScience primarily develops, manufactures and markets high-tech
polymer materials in the areas of polyurethanes, polycarbonates, coating and
adhesive raw materials and functional films. This subgroup also
manufactures and markets selected inorganic basic chemicals.

- 8 -

B.16
Major

shareholders
Name or
Address
Number of shares
% of
Date of
corporate
held
number
reported
name
of shares
holdings
held to
according to
total
notices under
number
the Securities
of issued
Trading Act
shares
(Wertpapier-
handelsgesetz)

BlackRock
London,
February 20,
Group
41,369,312
5.003
U.K.
2014
Limited,
BR Jersey
St. Helier,
International
Jersey,
January 28,
41,350,623
5.0004
Holdings
Channel
2014
L.P.,
Islands
BlackRock
International
New York,
January 28,
41,350,623
5.0004
Holdings
USA
2014
Inc.,
BlackRock
New York,
November 01,
Advisors
41,354,257
5.001
USA
2013
Holdings, Inc
BlackRock
Financial
New York,
October 15,
41,350,004
5.0003
Management, USA
2012
Inc.
BlackRock
Wilmington,
October 15,
41,350,004
5.0003
Holdco 2 Inc. USA
2012
The Capital
Los
Group
Angeles,
September 6,
53,584,902
6.48
Companies,
USA
2012
Inc.

The Capital
Los
Research and
December 1,
Angeles,
82,483,440
9.97
Management
2009
USA
Company

B.17
Credit ratings of
Long-term
Short-term
the Issuer or its

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

- 9 -

Element
Section C The Notes

C.1
Class and type of the
EUR 1,750,000,000 subordinated notes subject to interest rate reset
Notes / ISIN
with a first call date on July 1, 2020 (the "NC6 Notes").

ISIN
DE000A11QR65

Common Code 108313994

WKN
A11QR6
EUR 1,500,000,000 subordinated notes subject to interest rate reset
with a first call date on July 1, 2024 (the "NC10 Notes" and, together
with the NC6 Notes, the "Notes").

ISIN

DE000A11QR73

Common Code 108314168

WKN
A11QR7
C.2
Currency
The Notes are issued in Euro.
C.5
Restrictions on free
Not applicable. The Notes are freely transferable.
Transferability
C.8
Rights attached to the
Rights of the holders and the Issuer attached to the Notes
Notes (including
The Notes entitle holders, in particular, to the interest payments
limitations to those
described in Element C.9.
rights and ranking of
Early Redemption
the Notes)
The Issuer may elect but will not be obliged to redeem each of the
NC6 Notes and the NC10 Notes separately, however each series only
in whole but not in part at par on the respective first call date and on
any subsequent interest payment date.
The Issuer may elect but will not be obliged to redeem each of the
NC6 Notes and the NC10 Notes separately, however each series only
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, (iii) a gross-up event and (iv) an acquisition event. In case (i)
the redemption event is an acquisition event, 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
per cent. 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 per
cent. 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 also elect but will not be obliged to redeem each of
the NC6 Notes and the NC10 Notes separately, however each series
only in whole but not in part at par at any time, if the Issuer has
redeemed or purchased and cancelled at least 80 per cent. of the
originally issued aggregate principal amount of the respective series.

- 10 -