Obbligazione BWM 0.454% ( XS1353690800 ) in JPY

Emittente BWM
Prezzo di mercato 100 JPY  ⇌ 
Paese  Germania
Codice isin  XS1353690800 ( in JPY )
Tasso d'interesse 0.454% per anno ( pagato 1 volta l'anno)
Scadenza 29/01/2021 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione BMW XS1353690800 in JPY 0.454%, scaduta


Importo minimo 100 000 000 JPY
Importo totale 11 100 000 000 JPY
Descrizione dettagliata BMW è un'azienda automobilistica tedesca produttrice di autovetture, motocicli e motori.

The Obbligazione issued by BWM ( Germany ) , in JPY, with the ISIN code XS1353690800, pays a coupon of 0.454% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 29/01/2021











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.
Minato-ku, Tokyo, Japan
EUR 50,000,000,000
Euro Medium Term Note Programme

unconditional y and irrevocably guaranteed by
Bayerische Motoren Werke Aktiengesellschaft
Munich, Federal Republic of Germany
Arranger
Deutsche Bank

Dealers
Barclays
BNP PARIBAS
BofA Securities
Citigroup
Commerzbank
Crédit Agricole CIB
Goldman Sachs
Deutsche Bank
HSBC
Bank Europe SE
ING
J.P. Morgan
Mizuho
Morgan Stanley
MUFG
RBC Capital Markets
SMBC
Société Générale
Standard Chartered Bank AG
Corporate & Investment
Banking
UniCredit

Principal Paying Agent
Deutsche Bank
This base prospectus constitutes a base prospectus (the "Base Prospectus") with regard to each of the Issuers
(as defined below) for the purpose of Article 8(1) of Regulation (EU) 2017/1129 of the European Parliament and of
the Council of 14 June 2017 (the "Prospectus Regulation"). This Base Prospectus has been approved by the
Commission de Surveil ance du Secteur Financier (the "CSSF") of the Grand Duchy of Luxembourg
("Luxembourg") as the competent authority under the Prospectus Regulation and the Luxembourg law relating to
prospectuses for securities dated 16 July 2019 (Loi du 16 juillet 2019 relative aux prospectus pour valeurs
mobilières et portant mise en oeuvre du règlement (UE) 2017/1129, the "Luxembourg Law").
The CSSF only approves this Base 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 economic or financial opportunity of the operation or the quality and solvency of the Issuer or of the quality of
the Notes that are the subject of this Base Prospectus. Investors should make their own assessment as to the
suitability of investing in the Notes.







By approving this Base Prospectus, the CSSF does not assume any responsibility as to the economic and financial
soundness of any issue of Notes under the Programme and the quality or solvency of any of the Issuers (as defined
below) and Bayerische Motoren Werke Aktiengesellschaft (the "Guarantor").
Application has been made to the Luxembourg Stock Exchange to list Notes issued under the Programme on the
official list of the Luxembourg Stock Exchange and to admit Notes to trading on the Regulated Market operated by
the Luxembourg Stock Exchange (Bourse de Luxembourg). The Luxembourg Stock Exchange's (Bourse de
Luxembourg) Regulated Market is a regulated market for the purposes of Directive 2014/65/EU, as amended
("MiFID II"), on Markets in Financial Instruments. Notes issued under the Programme may also not be listed at al .
In order to be able to conduct a public offer in relation to certain issues of Notes, Bayerische Motoren Werke
Aktiengesel schaft ("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 Finance") (each an "Issuer", and together, the "Issuers") have applied for a notification of this Base
Prospectus into the Federal Republic of Germany ("Germany"), the Republic of Austria ("Austria") and the
Netherlands pursuant to Article 25 of the Prospectus Regulation and the relevant Issuer will comply with such
requirements, inter alia, as to filings and publications as may be necessary from time to time for an offer of such
Notes in Germany, Austria and the Netherlands. The Issuers may apply for further notifications of this Base
Prospectus as may be necessary for an issue of Notes from time to time.
Potential investors should be aware that any website referred to in this document, unless that information is
incorporated by reference into this Base Prospectus, does not form part of this Base Prospectus and has not been
scrutinised or approved by the CSSF.
This Base Prospectus will be published in electronic form on the website of the Luxembourg Stock Exchange
(www.luxse.com). This Base Prospectus is valid for a period of twelve months after its approval.
The Base Prospectus is valid until 10 May 2025. Any obligation to supplement a base prospectus in the
event of significant new factors, material mistakes or material inaccuracies does not apply when a base
prospectus is no longer valid.
Base Prospectus dated 10 May 2024




(ii)





Important Notice
The Notes and the Guarantee (each as defined below) have not been, and will not be, registered
under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered
or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined
in Regulation S under the Securities Act) except in accordance with Regulation S under the
Securities Act or pursuant to an exemption from the registration requirements of the Securities
Act.
NOTICE TO CANADIAN INVESTORS
The Notes may be sold only to purchasers in Canada purchasing, or deemed to be purchasing,
as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus
Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as
defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing
Registrant Obligations. Any resale of the notes must be made in accordance with an exemption
from, or in a transaction not subject to, the prospectus requirements of applicable securities
laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with
remedies for rescission or damages if this Base Prospectus or any applicable supplement
(including any amendment thereto) contains a misrepresentation, provided that the remedies for
rescission or damages are exercised by the purchaser within the time limit prescribed by the
securities legislation of the purchaser's province or territory. The purchaser should refer to any
applicable provisions of the securities legislation of the purchaser's province or territory for
particulars of these rights or consult with a legal advisor



(iii)





TABLE OF CONTENTS



Page

GENERAL INFORMATION ................................................................................................................
1

Part A:
General Description of the Programme ....................................................................
5



Part B:
Risk Factors ................................................................................................................
12
1.
Risks relating to BMW AG and BMW Group.................................................................
12
2.
Risks relating to the Issuers ..........................................................................................
33
3.
Risks relating to the Notes ............................................................................................
40



Part C:
Responsibility Statement............................................................................
48



Part D:
Consent to the Use of the Base Prospectus.................................................
49



Part E:
Documents Incorporated by Reference.......................................................
50



Part F:
Terms and Conditions and Related Documents ......................................................
58
F.I:
Issue Procedures ..........................................................................................................
59
F.II:
Terms and Conditions of the Notes (German language version)..................................
61

Option I: Emissionsbedingungen für festverzinsliche Schuldverschreibungen .......
62

Option II: Emissionsbedingungen für variabel verzinsliche Schuldverschreibungen
84
F.III:
Terms and Conditions of the Notes (English language version) ...................................
115

Option I: Terms and Conditions of Fixed Rate Notes ..............................................
116

Option II: Terms and Conditions of Floating Rate Notes .........................................
136
F.IV:
Form of Final Terms / Muster-Endgültige Bedingungen ...............................................
165
F.V:
Text of the Guarantee / Text der Garantie .....................................................................
199
F.VI:
Text of the Declaration of Undertaking / Text der Verpflichtungserklärung ...................
201



Part G:
Description of Rules regarding Resolutions of Noteholders .................................
203



Part H:
Selling Restrictions ....................................................................................................
205



Part I:
Warning regarding Taxation ......................................................................................
213



Part J:
Description of BMW Finance N.V., BMW US Capital, LLC, BMW International

Investment B.V., BMW Japan Finance Corp. ............................................................
214
J.I:
Description of BMW Finance N.V. ................................................................................
215
J.II:
Description of BMW US Capital, LLC ...........................................................................
221
J.III:
Description of BMW International Investment B.V. .......................................................
226
J.IV:
Description of BMW Japan Finance Corp. ....................................................................
232



Part K:
Description of Bayerische Motoren Werke Aktiengesellschaft .............................
237



ADDRESS LIST .................................................................................................................................
255



(iv)





GENERAL INFORMATION
Requirements
This Base Prospectus contains as of the date hereof all such information as investors and their
professional advisers would reasonably require, and reasonably expect to find, for the purpose of making
an informed assessment of the assets and liabilities, financial position, profits and losses, and prospects
of the Issuers and the Guarantor and of the rights attached to the relevant Notes.
Responsibility of the Dealers
The Dealers have not independently verified the information contained herein. Accordingly, no
representation, warranty or undertaking, whether expressed or implied, is made, and no responsibility is
accepted, by the Dealers (in their capacity as Dealers) with respect to the accuracy or completeness of
this Base Prospectus or any further information supplied in connection with the Programme. The Dealers
accept no liability in relation to this Base Prospectus or its distribution or with regard to other information
supplied by the Issuers or the Guarantor herein, save for mandatory provisions of law.
Certain of the Dealers and their affiliates have engaged, and may in the future engage, in the ordinary
course of their business activities, in lending, advisory, corporate finance services, investment banking
and/or commercial banking transactions with, and may perform the services for, the Issuers and their
affiliates in the ordinary course of business and/or for companies involved directly or indirectly in the sector
in which the Issuers and/or their affiliates operate, and for which such Dealers have received or may
receive customary fees, commissions, reimbursement of expenses and indemnification. Certain of the
Dealers may also have positions, deals or make markets in the Notes issued under the Programme,
related derivatives and reference obligations, including (but not limited to) entering into hedging strategies
on behalf of the Issuer and its affiliates, investor clients, or as principal in order to manage their exposure,
their general market risk, or other trading activities. They have received, or may in the future receive,
customary fees and commissions for these transactions.
In addition, in the ordinary course of their business activities, certain Dealers and their affiliates may make
or hold a broad array of investments and actively trade debt and equity securities (or related derivative
securities) and financial instruments (including bank loans) for their own account and for the accounts of
their customers. Such investments and securities activities may involve securities and/or instruments of
the Issuer or Issuer's affiliates. The Dealers and/or their affiliates may receive allocations of the Notes
(subject to customary closing conditions), which could affect future trading of the Notes. Certain of the
Dealers or their affiliates that have a lending relationship with the Issuer routinely hedge their credit
exposure to the Issuer consistent with their customary risk management policies. Typically, such Dealers
and their affiliates would hedge such exposure by entering into transactions which consist of either the
purchase of credit default swaps or the creation of short positions in securities, including potentially the
Notes issued under the Programme. Any such positions could adversely affect future trading prices of
Notes issued under the Programme. The Dealers and their affiliates may also make investment
recommendations and/or publish or express independent research views in respect of such securities or
financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions
in such securities and instruments.
Exclusiveness
Neither the Issuers nor the Guarantor have authorised the making or provision of any representation or
information regarding the Issuers, the Guarantor or the Notes other than as contained or incorporated by
reference in this Base Prospectus, or any final terms the form of which is described in Part F.IV of this
Base Prospectus (for each tranche of Notes, the "Final Terms", which document may also include
information relating to the relevant tranche of Notes (each a "Tranche") other than the relevant Terms and
Conditions (as defined below)) or as approved for such purpose by the Issuers. Any such representation
or information should not be relied upon as having been authorised by any Issuer or Dealer or the
Guarantor.
Significance of Delivery
Neither the delivery of this Base Prospectus and any Final Terms nor the offering, sale or delivery of any
Note shal in any circumstances create any implication that there has been no adverse change in the
financial situation of any Issuer or the Guarantor since the date hereof.


1





The delivery of this Base Prospectus or any Final Terms or the offering, sale or delivery of any Note does
not at any time imply that the information contained herein concerning the Issuers and the Guarantor is
correct at any time subsequent to the date thereof or that any other written information delivered in
connection therewith is correct as at any time subsequent to the date indicated in the document containing
the same.
Restriction on Distribution
The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of the
Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Base
Prospectus comes are required by the Issuers, the Guarantor and the Dealers to inform themselves about
and to observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries
of Notes and on distribution of this Base Prospectus and other offering material relating to the Notes
please refer to the Sel ing Restrictions set out in Part G of this Base Prospectus. In particular, the Notes
and the Guarantee have not been, and will not be, registered under the Securities Act and may include
Notes in bearer form which are subject to U.S. tax law requirements. Subject to certain exceptions, the
Notes and the Guarantee may not be offered, sold or delivered within the United States or to, or for the
account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act).
Exclusion
This Base Prospectus on its own does not constitute an offer or an invitation to subscribe for or purchase
any Notes and should not be considered as a recommendation by any Issuer, the Guarantor or any Dealer
that any recipient of this Base Prospectus should subscribe for or purchase any Notes. Each recipient
shal be taken to have made its own investigation and appraisal of the financial condition and affairs as
well as of the creditworthiness of any Issuer and of the Guarantor. This Base Prospectus may not be used
for the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is
not authorised or to any person to whom it is unlawful to make such offer or solicitation. This Base
Prospectus is not intended to provide the basis of any credit or other evaluation.
Stabilisation Manager
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
stabilisation manager(s) (or persons acting on behalf of a stabilisation manager) in the applicable Final
Terms may over-al ot 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 or Notes and 60 days
after the date of the al otment of the relevant Tranche of Notes.
Any such stabilisation action or over-allotment must be conducted by the relevant stabilisation
manager (or person(s) acting on behalf of any stabilisation manager(s)) in accordance with all
applicable laws and rules (including rules and other regulatory requirements governing any stock
exchange where such Notes are listed).
Benchmarks Regulation
Interest amounts payable under floating rate Notes may be calculated by reference to (i) Euro Interbank
Offered Rate (the "EURIBOR"), which is currently provided by the European Money Markets Institute
("EMMI"), or (ii) the Constant Maturity Swap ("CMS"), which is currently provided by ICE Benchmark
Administration ("IBA"), or (i i) the Sterling Overnight Index Average ("SONIA"), which is currently provided
by the Bank of England, or (iv) the Secured Overnight Financing Rate ("SOFR"), which is currently
provided by the Federal Reserve Bank of New York, or (v) the Euro-Short Term Rate ("STR"), which is
published by the European Central Bank since 2 October 2019. As at the date of this Base Prospectus,
SONIA, SOFR and STR do not fall within the scope of Regulation (EU) 2016/1011 (the "Benchmarks
Regulation"). As at the date of this Base Prospectus, EMMI does appear on the register of administrators
and benchmarks (the "Benchmark Register") established and maintained by the European Securities
and Markets Authority ("ESMA") pursuant to Article 36 of the Benchmarks Regulation, while IBA, the Bank
of England, the Federal Reserve Bank of New York and the European Central Bank do not appear on the
Benchmarks Register.



2





Each potential investor in Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the relevant Notes,
the merits and risks of investing in the relevant Notes and the information contained or
incorporated by reference into this Base Prospectus or any supplement hereto;
(i )
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation and the investment(s) it is considering, an investment in the Notes
and the impact the Notes will have on its overal investment portfolio;
(i i)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the
relevant Notes, including where the currency for principal or interest payments is different from
the potential investor's currency;
(iv)
understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of
financial markets;
(v)
be aware that it may be required to pay taxes or other documentary charges or duties in
accordance with the laws and practices of the country where the Notes are transferred or other
jurisdictions;
(vi)
ask for its own tax adviser's advice on its individual taxation with respect to the acquisition, sale
and redemption of the Notes; and
(vi )
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
EEA Retail Investors
If the Final Terms in respect of any Notes include a legend entitled "Prohibition of Sales to EEA 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
(the "EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client
as defined in point (11) of Article 4(1) of MiFID II; (i ) a customer within the meaning of Directive
2016/97/EU, as amended or superseded (the "Insurance Distribution Directive"), where that customer
would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (i i) not a
qualified investor as defined in the Prospectus Regulation. Consequently, no key information document
required by Regulation (EU) No 1286/2014, as amended or superseded (the "PRIIPs Regulation") for
offering or selling the Notes or otherwise making them available to retail investors in the EEA has been
prepared and therefore offering or sel ing the Notes or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPS Regulation.
MiFID II Product Governance / Target Market
The Final Terms in respect of any Notes may include a legend entitled "MiFID II Product Governance"
which wil outline the target market assessment in respect of the Notes and which channels for distribution
of the Notes are appropriate in each case as of the date of the relevant Final Terms. Any person
subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration
the target market assessment; however, a distributor subject to 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 wil be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593, as amended (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 wil be a
manufacturer for the purpose of the MiFID Product Governance Rules.
UK Retail Investors
If the Final Terms in respect of any Notes include a legend entitled "Prohibition of sales to 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 United Kingdom ("UK"). For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point
(8) of Article 2(1) of Commission Delegated Regulation (EU) 2017/565, as amended, as it forms part of


3





domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (i ) a customer within
the meaning of the Financial Services and Markets Act 2000, as amended ("FSMA"), and any rules or
regulations made under the FSMA to implement Directive (EU) 2016/97, as amended, where that
customer would not qualify as a professional client as defined in point (8) of Article 2(1) of Regulation
(EU) No 600/2014, as amended, as it forms part of domestic law by virtue of the EUWA; or (ii ) not a
qualified investor as defined in point (e) of Article 2 of Regulation (EU) 2017/1129, as amended, as it
forms part of domestic law by virtue of the EUWA (the "UK Prospectus Regulation"). Consequently no
key information document required by Regulation (EU) No 1286/2014, as amended, as it forms part of
domestic law by virtue of EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or
otherwise making them available to retail investors in the UK has been prepared and therefore offering or
sel ing the Notes or otherwise making them available to any retail investor or in the UK may be unlawful
under the UK PRIIPs Regulation.
UK MiFIR Product Governance / Target Market
The Final Terms in respect of any Notes may include a legend entitled "UK MiFIR Product Governance"
which wil 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
"UK distributor") should take into consideration the target market assessment; however, a UK distributor
subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR
Product Governance Rules") 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 UK MiFIR
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 UK MIFIR Product Governance Rules.
Alternative Performance Measures
Certain financial measures presented in this Base Prospectus and in the documents incorporated by
reference are not recognised financial measures under International Financial Reporting Standards as
adopted by the European Union ("IFRS") or any other general y accepted accounting principles ("GAAP")
("Alternative Performance Measures") and may therefore not be considered as an alternative to the
financial measures defined in the accounting standards in accordance with generally accepted accounting
principles. The Alternative Performance Measures are intended to supplement investors' understanding
of each of the relevant Issuer's and the Guarantor`s financial information by providing measures which
investors, financial analysts and management use to help evaluate each of the relevant Issuer`s and the
Guarantor`s financial leverage and operating performance. Special items which each of the relevant
Issuers and the Guarantor does not believe to be indicative of ongoing business performance are
excluded from these calculations so that investors can better evaluate and analyse historical and future
business trends on a consistent basis. Definitions of these Alternative Performance Measures may not be
comparable to similar definitions used by other companies and are not a substitute for similar measures
according to IFRS or GAAP, as the case may be.




4





Part A of the Base Prospectus
General Description of the Programme
GENERAL DESCRIPTION OF THE PROGRAMME
General
Notes will be issued in Tranches, one or more of which shall comprise a series ("Series").
Notes will be issued in such denominations as may be agreed between the relevant Issuer and the
relevant Dealer(s) (as defined below) and as indicated in the applicable Final Terms save that the
minimum denomination of the Notes will be, if in euro, EUR 1,000, and, if in any currency other than euro,
an amount in such other currency nearly equivalent to EUR 1,000 at the time of the issue of Notes. Subject
to any applicable legal or regulatory restrictions, and requirements of relevant central banks, Notes may
be issued in euro or any other currency. The Notes are issued in bearer form under German law.
In addition to the above paragraph, Notes issued by BMW US Capital with a maturity at issuance of 183
days or less wil have a minimum denomination of USD 500,000 or its equivalent in other specified foreign
currencies at the date of issue.
Under the Prospectus Regulation, prospectuses relating to money market instruments having a maturity
at issue of less than 12 months are not subject to the approval provisions.
The Notes are direct, unconditional, unsubordinated and unsecured obligations of the respective Issuer
and rank equally with al its other unsecured and unsubordinated obligations.
Notes issued by BMW Finance N.V., BMW US Capital, LLC, BMW International Investment B.V. and BMW
Japan Finance Corp. wil have the benefit of a guarantee (the "Guarantee") given by BMW AG
(the "Guarantor"). The Guarantee constitutes an irrevocable, unsecured and unsubordinated obligation
of the Guarantor ranking equally with all other unsecured and unsubordinated obligations of the Guarantor
(other than statutorily preferred indebtedness).
Notes may be issued with such maturities as may be agreed between the Issuer and the relevant
Dealer(s), subject to a minimum maturity of 30 days, as indicated in the applicable Final Terms (except in
any case, such other minimum or maximum maturity as may be al owed or required from time to time by
the relevant central bank (or equivalent body) or any laws or regulations applicable to the Issuer or the
relevant Specified Currency (as defined in the Terms and Conditions of the Notes)).
Notes may be issued at an issue price, which is at par or at a discount to, or premium over, par, as stated
in the relevant Final Terms. The issue price for Notes to be issued will be determined at the time of pricing
on the basis of a yield which wil be determined on the basis of the orders of the investors which are
received by the Dealers during the offer period. Orders wil specify a minimum yield and may only be
confirmed at or above such yield. The resulting yield will be used to determine an issue price, all to
correspond to the yield.
The yield for Notes with fixed interest rates will be calculated by the use of the ICMA method, which
determines the effective interest rate of notes taking into account accrued interest on a daily basis.
Notes may be offered to qualified investors and/or retail investors as further specified in the relevant Final
Terms.
Each Series of Notes will either be represented by one or more physical global bearer notes or
represented by an electronic central register security.
In the case of Notes represented by a central register security pursuant to Section 4 Subsection 2 of the
German Electronic Securities Act (Gesetz über elektronische Wertpapiere ­ "eWpG") (a "Central
Register Security") the Notes will be entered into a central securities register pursuant to Section 12
eWpG (such register, a "Central Securities Register") operated by Clearstream Banking AG, Frankfurt
am Main (the "Central Registrar"). For the issuance of Central Register Securities, the Central Registrar
will use its proprietary digital platform D7 Digitiser ("Digitiser"). Upon instruction of the Issuer via the
Digitiser to the Central Registrar, the Notes will be issued by the Central Registrar by making the
respective entries into the Central Securities Register while referencing the Terms and Conditions of the


5





relevant Series, which will be submitted (niedergelegt) to the Central Registrar by or on behalf of the
Issuer prior to the issuance. The Central Registrar is entered into the Central Securities Register as the
holder (Inhaber) of each Central Register Security in collective entry (Sammeleintragung) pursuant to
§8 (1) No. 1 eWpG for the aggregate principal amount of the Notes of the relevant Series issued and
holds such Notes in trust for the relevant Noteholders of such Series as the beneficiaries (Berechtigte)
within the meaning of § 3 (2) eWpG. Central Register Securities in col ective entry (Sammeleintragung)
are deemed pursuant to § 9 (1) sentence 1 eWpG to form a col ective securities inventory
(Wertpapiersammelbestand) in which the relevant Noteholders hold proportional co-ownership interests
or similar rights transferrable in accordance with applicable law and the rules and regulations of
Clearstream Banking AG, Frankfurt am Main as the relevant clearing system. In that case, no physical
global note certificate (Sammelurkunde) or definitive note certificates and interest coupons will be issued
for the Notes and any claim of the relevant Noteholders of the Notes to request to change the entry of the
Central Register Security from col ective to individual entry (Einzeleintragung) or to request to exchange
the Central Register Security for a global note certificate (Sammelurkunde) or for definitive note
certificates is explicitly excluded.
Issuers
Bayerische Motoren Werke Aktiengesel schaft, Munich, 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., Minato-ku, Tokyo, Japan
BMW Finance, BMW US Capital, BMW International Investment and BMW Japan Finance, together, shal
be referred to as the "Issuers" or the "Issuing Subsidiaries". The Issuing Subsidiaries, together with all
other BMW group companies and BMW AG, shall be referred to as "BMW Group" or "BMW".
Guarantor
Bayerische Motoren Werke Aktiengesel schaft, Munich, Germany
Arranger
Deutsche Bank Aktiengesellschaft, Frankfurt am Main, Germany
Dealers
Barclays Bank Ireland PLC, Dublin, Ireland
BNP Paribas, Paris, France
BofA Securities Europe SA, Paris, France
Citigroup Global Markets Europe AG, Frankfurt am Main, Germany
Citigroup Global Markets Limited, London, United Kingdom
Commerzbank Aktiengesellschaft, Frankfurt am Main, Germany
Crédit Agricole Corporate and Investment Bank, Montrouge, France
Deutsche Bank Aktiengesellschaft, Frankfurt am Main, Germany
Goldman Sachs Bank Europe SE, Frankfurt am Main, Germany
HSBC Continental Europe, Paris, France
ING Bank N.V., Amsterdam, The Netherlands
J.P. Morgan SE, Frankfurt am Main, Germany
Merrill Lynch International, London, United Kingdom
Mizuho Securities Europe GmbH, Frankfurt am Main, Germany
Morgan Stanley Europe SE, Frankfurt, Germany
MUFG Securities (Europe) N.V., Amsterdam, The Netherlands
RBC Europe Limited, London, United Kingdom
RBC Capital Markets (Europe) GmbH, Frankfurt, Germany
SMBC Bank EU AG, Frankfurt, Germany
Société Générale, Paris, France
Standard Chartered Bank AG, Frankfurt, Germany
UniCredit Bank GmbH, Munich, Germany


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