Third Supplement dated 6 April 2020 to the Prospectus dated 10 May 2019 relating to the EUR 50,000,000,000 Euro Medium Term Note Programme of BMW Group This document constitutes a supplement (the "Third Supplement") for the purpose of Article 13 of Chapter 1 of Part II of the Luxembourg law dated 10 July 2005 (the "Luxembourg Prospectus Law 2005") in connection with Article 64 of the Luxembourg law dated 16 July 2019 on prospectuses for securities, as amended (Loi du 16 juillet 2019 relative aux prospectus pour valeurs mobilières et portant mise en oeuvre du règlement (UE) 2017/1129, the "Luxembourg Prospectus Law 2019" and together with the Luxembourg Prospectus Law 2005, the "Luxembourg Prospectus Law"), to the base prospectus for securities relating to the EUR 50,000,000,000 Euro Medium Term Note Programme for the issue of Notes of Bayerische Motoren Werke Aktiengesellschaft ("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") and BMW AG in its capacity as guarantor (the "Guarantor") in respect of non-equity securities within the meaning of Article 22 No. 6 (4) of the Commission Regulation (EC) No. 809/2004 of 29 April 2004, as amended (the “Base Prospectus”, and together with the Second Supplement dated as of 19 November 2019 and the First Supplement dated as of 24 July 2019, together with the Base Prospectus, the “Prospectus”). 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 This Third Supplement is supplemental to, and should only be distributed and read together with, the Prospectus. Terms defined in the Prospectus have the same meaning when used in this Third Supplement. To the extent that there is any inconsistency between (a) any statement in this Third Supplement and (b) any other statement prior to the date of this Third Supplement, the statements in (a) will prevail. This Third Supplement has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF") and will be published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu). Each of the Issuers and the Guarantor has requested the CSSF in its capacity as competent authority under the Luxembourg Prospectus Law to approve this Third Supplement and to provide the competent authorities in the Federal Republic of Germany, the United Kingdom, the Republic of Austria and The Netherlands with a certificate of approval (a "Notification") attesting that this Third Supplement has been drawn up in accordance with the Luxembourg Prospectus Law and the Prospectus Regulation. Any of the Issuers and/or the Guarantor may request the CSSF to provide competent authorities in additional Member States within the European Economic Area and the United Kingdom with a Notification. By approving this Third Supplement, the CSSF shall give no undertaking as to the economic and financial soundness of the operation or the quality or solvency of any of the Issuers and the Guarantor in line with the provisions of article 7 (7) of the Luxembourg Prospectus Law. The Issuers and the Guarantor are solely responsible for the information given in this Third Supplement. Each of the Issuers and the Guarantor hereby declares, having taken all reasonable care to ensure that such is the case, that to the best of its knowledge, the information contained in this Third Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information. No person has been authorised to give any information or to make any representation other than those contained in the Prospectus or this Third Supplement in connection with the issue or sale of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuers, the Guarantor, the Dealers or any of them. This Third Supplement does not constitute an offer of, or an invitation by or on behalf of the Issuers, the Guarantor or the Dealers to subscribe for, or purchase, any Notes. IN ACCORDANCE WITH ARTICLE 13 PARAGRAPH 2 OF THE LUXEMBOURG PROSPECTUS LAW, WHERE THE PROSPECTUS RELATES TO AN OFFER OF SECURITIES TO THE PUBLIC, INVESTORS WHO HAVE ALREADY AGREED TO PURCHASE OR SUBSCRIBE FOR ANY NOTES BEFORE THIS THIRD SUPPLEMENT IS PUBLISHED HAVE THE RIGHT, EXERCISABLE WITHIN TWO WORKING DAYS AFTER THE PUBLICATION OF THIS THIRD SUPPLEMENT, I.E. UNTIL 8 APRIL 2020, TO WITHDRAW THEIR ACCEPTANCES, PROVIDED THAT THE NEW FACTOR, MISTAKE OR INACCURACY AROSE BEFORE THE FINAL CLOSING OF THE OFFER TO THE PUBLIC AND THE DELIVERY OF THE NOTES. 2 The Issuers and the Guarantor announce the following changes with regard to the Prospectus: Part A – Amendments to the section SUMMARY 1. In the SUMMARY, Element “[B.19/] B.4b” - “Description of any known trends affecting the [issuer] [guarantor] and the industries in which it operates” on page 10 of the Prospectus, the existing text shall be modified as follows, whereby the words in red and strikethrough are deleted and the words in blue and underlined are added: “ [B.19/] Description of any The global car market is expected to grow slightly in 2019 although a B.4b known trends affecting number of factors makeaffected by uncertainty likely to persistwith the [issuer] [guarantor] regards to future economic and political developments. These include and the industries in the exit negotiations between the UK and the EU and the current US which it operates administration’s future trade policy as well as the knock-on consequences of coronavirus. According to the original forecasts, new automobile registrations worldwide were expected to decrease slightly in 2020 (83.1 million units; – 0.5 %). However, due to the worldwide spread of coronavirus, new registrations are now expected to drop significantly. Regulations and intense competition also continue to affect BMW AG and the industries in which it operates. ” 2. In the SUMMARY, Element “[B.19/] B.12” - “Selected historical key financial information regarding the [issuer] [guarantor]” on pages 11 to 13 of the Prospectus, the existing Element B.12 shall be replaced in its entirety with the following: “ [B.19/] Selected The following table shows selected consolidated financial information for B.12 historical key BMW AG (prepared in accordance with IFRS): financial 1 January to 31 December information regarding the 2019 20181 [issuer] (audited) (adjusted) [guarantor] in Euro million Revenues 104,210 96,855 Gross profit 18,063 18,378 Profit/loss before financial 7,411 8,933 result Profit/loss before tax 7,118 9,627 Net profit/loss 5,022 7,064 1 Certain financial statement line items for the year ended 31 December 2018 are adjusted due to a change in accounting policy in connection with the adoption of IFRS 16. See Note 6 – Changes in Accounting Policy for Leases of the BMW Group Financial Statements 2019. In addition, certain figures for the year ended 31 December 2018 have been adjusted due to changes in presentation of selected items, which are not material overall. 3 Assets 31 December 31 December 2019 20181 (audited) (adjusted) in Euro million Non-current assets 137,404 124,202 Current assets 90,630 84,736 Total assets 228,034 208,938 1 Certain financial statement line items for the year ended 31 December 2018 are adjusted due to a change in accounting policy in connection with the adoption of IFRS 16. See Note 6 – Changes in Accounting Policy for Leases of the BMW Group Financial Statements 2019. In addition, certain figures for the year ended 31 December 2018 have been adjusted due to changes in presentation of selected items, which are not material overall. Equity and liabilities 31 December 31 December 2019 20181 (audited) (adjusted) in Euro million Equity 59,907 57,829 Non-current provisions and 85,502 79,698 liabilities Current provisions and 82,625 71,411 liabilities Total equity and liabilities 228,034 208,938 1 Certain financial statement line items for the year ended 31 December 2018 are adjusted due to a change in accounting policy in connection with the adoption of IFRS 16. See Note 6 – Changes in Accounting Policy for Leases of the BMW Group Financial Statements 2019. In addition, certain figures for the year ended 31 December 2018 have been adjusted due to changes in presentation of selected items, which are not material overall. 4 1 January to 31 December 2019 20181 (audited) (adjusted) in Euro million Cash inflow/outflow from 5,051 operating activities 3,662 Cash inflow/outflow from -7,284 -7,363 investing activities Cash inflow/outflow from 4,790 4,296 financing activities Effect of exchange rate on -28 -19 cash and cash equivalents Effect of changes in composition of Group on -83 -25 cash and cash equivalents Change in cash and cash 1,057 1,940 equivalents Cash and cash equivalents 10,979 9,039 at 1 January Cash and cash equivalents 12,036 10,979 at 31 December 1 Certain financial statement line items for the year ended 31 December 2018 are adjusted due to a change in accounting policy in connection with the adoption of IFRS 16. See Note 6 – Changes in Accounting Policy for Leases of the BMW Group Financial Statements 2019.