__________________________________ Debt Issuance Programme Prospectus 14 August 2020 __________________________________ This document constitutes the base prospectus (the "Debt Issuance Programme Prospectus" or the "Prospectus") for the 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") and the Luxembourg act relating to prospectuses for securities of 16 July 2019 (Loi du 16 juillet 2019 relative aux prospectus pour valeurs mobilières et portant mise en œuvre du règlement (UE) 2017/1129), as amended (the "Luxembourg Law") of Henkel AG & Co. KGaA in respect of non-equity securities within the meaning of Article 2(c) of the Prospectus Regulation. Henkel AG & Co. KGaA (Düsseldorf, Federal Republic of Germany) as Issuer EUR 10,000,000,000 Debt Issuance Programme Application has been made to list notes (the "Notes") to be issued under the EUR 10,000,000,000 Debt Issuance Programme (the "Programme") on the official list of the Luxembourg Stock Exchange and to admit Notes to trading on the regulated market "Bourse de Luxembourg" or on the professional segment of the regulated market. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive 2014/65/EU, as amended, (the "Regulated Market"). Notes issued under the Programme may not be listed at all. This Prospectus has been approved by the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg (the "CSSF") in its capacity as competent authority under the Prospectus Regulation. The CSSF only approves this 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 Issuer (as defined below) or of the quality of the Notes that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes. By approving this prospectus, 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 6(4) of the Luxembourg Law. The Issuer has requested the CSSF to provide the competent authorities in the Federal Republic of Germany, the United Kingdom of Great Britain and Northern Ireland, the Republic of Ireland and the Republic of Austria with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Prospectus Regulation (each a "Notification"). The Issuer may request the CSSF to provide competent authorities in additional host Member States within the European Economic Area with a Notification. Arranger Deutsche Bank Dealers BNP PARIBAS Citigroup Deutsche Bank J.P. Morgan This Prospectus will be published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu) and the website of Henkel AG & Co. KGaA (www.henkel.com/investors-and-analysts/creditor- relations/bonds). This Prospectus succeeds the Debt Issuance Programme Prospectus dated 4 July 2019 pertaining to the Programme. It is valid for a period of 12 months after its approval. The validity ends upon 2 expiration of 13 August 2021. There is no obligation to supplement the Prospectus in the event of significant new factors, material mistakes or material inaccuracies when the Prospectus is no longer valid. 3 RESPONSIBILITY STATEMENT Henkel AG & Co. KGaA, with its registered office in Düsseldorf, Federal Republic of Germany ("Henkel", or the "Issuer", together with its group of companies, the "Henkel Group") is solely responsible for the information given in this Prospectus and for the information which will be contained in the Final Terms (as defined below). The Issuer hereby declares that, to the best of its knowledge, the information contained in this Prospectus - including the documents incorporated by reference - for which it is responsible is in accordance with the facts and makes no omission likely to affect its import. NOTICE The Issuer has confirmed to the dealers set forth on the cover page (each a "Dealer" and together the "Dealers") that this Prospectus contains to the best of the Issuer's knowledge all information with regard to Henkel which is material in the context of the Programme and the issue and offering of Notes thereunder: that to the best of the Issuer's knowledge, the information contained in the Prospectus with respect to Henkel and the Notes is accurate in all material respects and is not misleading; that the opinions and intentions expressed herein with respect to Henkel and the Notes are honestly held, and there are no other facts with respect to Henkel or the Notes the omission of which would make this Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading; that Henkel has made all reasonable enquiries to ascertain all facts material for the purposes aforesaid. Pursuant to Article 23 of Prospectus Regulation, the Issuer will publish a supplement to this Prospectus or publish a new Prospectus subject to applicable laws if and when the information herein should become materially inaccurate or incomplete or in the event of any significant new factor, material mistake or material inaccuracy relating to the information included in this Prospectus which is capable of affecting the assessment of the Notes and which arises or is noted between the time when this Prospectus has been approved and the final closing of the offer of any tranche of Notes to the public or, as the case may be, when trading of any tranche of Notes (each a "Tranche") on a regulated market begins, upon such approval having been given. No person has been authorised to give any information which is not contained in or not consistent with this Prospectus or any other document entered into in relation to the Programme or any other information supplied by the Issuer or such other information as is in the public domain and, if given or made, such information must not be relied upon as having been authorised by the Issuer, the Dealers or any of them. Neither the Arranger nor any Dealer nor any other person mentioned in this Prospectus, excluding the Issuer, is responsible for the information contained in this Prospectus or any supplement thereof, or any Final Terms (as defined below) or any 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 should be read and understood in conjunction with any supplement hereto and with any other document incorporated herein by reference. Full information on the Issuer and any Tranche of Notes issued under the Programme is only available on the basis of the combination of the Prospectus and the relevant final terms (the "Final Terms"). This Prospectus is valid for 12 months after its approval and it and any supplement to the Prospectus 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 material adverse change in the financial condition of the Issuer 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. 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 European Economic Area in general and the United Kingdom of Great Britain and Northern Ireland see "Selling Restrictions" below. In particular, the Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and will include Notes that 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. 4 The Final Terms in respect of any Notes may include a legend entitled "MiFID II Product Governance" which will outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the target market assessment; however, a distributor subject to Directive 2014/65/EU (as amended, "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 will 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 will be a manufacturer for the purpose of the MiFID Product Governance Rules. 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 ("EEA") or in the United Kingdom ("UK").