http://www.oblible.com Debt Issuance Programme Prospectus Dated March 24, 2017 This document constitutes four base prospectuses for the purposes of Article 5(4) of Directive 2003/71/EC of the European Parliament and of the Council of November 4, 2003, as amended (the "Prospectus Directive"): (i) the base prospectus of Bayer Aktiengesellschaft in respect of non-equity securities within the meaning of Art. 22 No. 6 (4) of the Commission Regulation (EC) No. 809/2004 of April 29, 2004, as amended ("Non-Equity Securities"), (ii) the base prospectus of Bayer Capital Corporation B.V. in respect of Non-Equity Securities, (iii) the base prospectus of Bayer Holding Ltd. in respect of Non-Equity Securities and (iv) the base prospectus of Bayer Nordic SE in respect of Non-Equity Securities (together, the "Prospectus"). BAYER AKTIENGESELLSCHAFT (incorporated in the Federal Republic of Germany) as Issuer and as Guarantor for Notes issued by BAYER CAPITAL CORPORATION B.V. (incorporated in The Netherlands) BAYER HOLDING LTD. (incorporated in Japan) BAYER NORDIC SE (incorporated in Finland) €15,000,000,000 Programme for the Issuance of Debt Instruments Application has been made to list Notes to be issued under the €15,000,000,000 Programme for the Issuance of Debt Instruments (the "Programme") on the Official List of the Luxembourg Stock Exchange and to admit Notes to trading on the regulated market of the Luxembourg Stock Exchange (as defined below) during a period of 12 months from the date of the approval of this Prospectus. However, Notes may also be issued under the Programme which are not listed on any stock exchange. The maximum aggregate principal amount of Notes outstanding under the Programme will not exceed €15,000,000,000. By approving this Prospectus, the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg (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 7(7) Loi relative aux prospectus pour valeurs mobilières, as amended (the "Luxembourg Law"). This Prospectus has been approved by the CSSF, has been filed with said authority and will be published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu). Arranger and Dealer DEUTSCHE BANK 192583-4-4969-v10.0 41-40644924 http://www.oblible.com RESPONSIBILITY STATEMENT Bayer Aktiengesellschaft ("Bayer AG" and together with its consolidated subsidiaries, the "Bayer Group", "Group" or "Bayer") with its registered office in Leverkusen, Bayer Capital Corporation B.V. ("Bayer Capital Corp") with its registered office in Mijdrecht, Bayer Holding Ltd. ("Bayer Holding Ltd.") with its registered office in Tokyo and Bayer Nordic SE ("Bayer Nordic") with its registered office in Espoo (each an "Issuer", and together, the "Issuers") are solely responsible for the information given in this Prospectus and for the information which will be contained in the Final Terms (as defined herein). Each 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 any supplement hereto and with any other documents incorporated herein by reference and, in relation to any Series of Notes, together with the relevant final terms (the "Final Terms"). Each Issuer and the Guarantor (as defined herein) have confirmed to the dealer set forth in the section "Names and Addresses" and any additional dealer appointed from time to time under the Programme (each a "Dealer" and together the "Dealers") 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 each Issuer and the Guarantor, and of the rights attaching to the Notes; that the information contained herein with respect to the Issuers 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 or with any other document entered into in relation to the Programme or with any information supplied by any Issuer or any other information that is in the public domain. Such information or representation, if given or made, must not be relied upon as having been authorized by the Issuers, the Guarantor or the Dealers. Neither the arranger nor any Dealer nor any other person mentioned in this Prospectus, excluding the Issuers, is responsible for the information contained in this Prospectus or any supplement thereof, or any Final Terms 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 and any supplement hereto 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 adverse change in the financial situation of the Issuers 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. For the avoidance of doubt, the content of websites this Prospectus refers to in hyperlinks does not form part of the Prospectus. 192583-4-4969-v10.0 - ii - 41-40644924 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 United Kingdom, The Netherlands, the European Economic Area, Japan and Canada 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 U.S. persons. This Prospectus and any Final Terms 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 any Tranche of Notes, the Dealer or Dealers (if any) named as the stabilising manager(s) (or persons acting on behalf of any stabilising manager(s)) in the applicable Final Terms 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 of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation or over-allotment must be conducted by the relevant stabilising manager(s) (or persons acting on behalf of any stabilising manager(s)) in accordance with all applicable laws and rules. The language of the Prospectus is English. The German versions of the English language sets of Terms and Conditions and Guarantee and Negative Pledge are shown in the Prospectus for additional information. As to form and content, and all rights and obligations of the Holders and the relevant Issuer under the Notes to be issued, German is the controlling legally binding language if so specified in the relevant Final Terms. In respect of the Guarantee and Negative Pledge, the German language version is always controlling and legally binding as to form and content, and all rights and obligations of the Holders and the Guarantor thereunder. Each of the Issuers and the Guarantor has undertaken, in connection with the listing of the Notes on the Official List of the Luxembourg Stock Exchange and admission to trading on the "regulated market of the Luxembourg Stock Exchange" which is a regulated market for the purposes of