Obligation Bosch Invest.Nedld.B.V. 2.625% ( XS0934539726 ) en EUR

Bosch Invest.Nedld.B.V.

100 % ▼

Allemagne

XS0934539726 ( en EUR )

2.625% par an ( paiement annuel )

24/05/2028 - Obligation échue

Prospectus brochure de l'obligation Robert Bosch Invest.Nedld.B.V XS0934539726 en EUR 2.625%, échue

100 000 EUR

750 000 000 EUR

Robert Bosch Invest.Nedld.B.V. est une filiale de Robert Bosch GmbH, gérant les investissements et participations du groupe Bosch aux Pays-Bas.

L'Obligation émise par Bosch Invest.Nedld.B.V. ( Allemagne ) , en EUR, avec le code ISIN XS0934539726, paye un coupon de 2.625% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 24/05/2028

Debt Issuance Programme Prospectus
21 SEPTEMBER 2020
This document constitutes the base prospectus of Robert Bosch GmbH in respect of non-equity securities for the purpose of the
Luxembourg Stock Exchange (the "Debt Issuance Programme Prospectus" or the "Prospectus"). It has been drawn up
pursuant to Part IV of the Luxembourg Law of 16 July 2019 on Prospectuses for Securities (Loi relative aux prospectus pour
valeurs mobilières, the "Luxembourg Law") together with the rules governing the functioning of the Luxembourg Stock
Exchange.

Robert Bosch GmbH
(Stuttgart, Federal Republic of Germany)
as Issuer
EUR 12,500,000,000
Debt Issuance Programme
(the "Programme")

Application has been made to the Luxembourg Stock Exchange, which is the entity competent for the purpose of
Part IV of the Luxembourg Law, for its approval of the Prospectus.
This base prospectus (the "Base Prospectus") does not constitute a prospectus within the meaning of
Regulation (EU) No 1129/2017 of the European Parliament and of the Council of 14 June 2017 (as amended, the
"Prospectus Regulation"). Neither the Luxembourg Financial Supervisory Authority, the Commission de
Surveillance du Secteur Financier, nor any other "competent authority" (as defined in the Prospectus Regulation)
has approved this Base Prospectus or reviewed information contained in this Prospectus.
Application has been made to list notes issued under the Programme on the official list of the Luxembourg Stock
Exchange and to trade such notes (the "Notes") on the Euro MTF operated by the Luxembourg Stock Exchange,
which is a multilateral trading facility for the purposes of the Market and the Financial Instruments Directive
2014/65/EU (as amended, "MiFID I "), and therefore a non-EU-regulated market (a "Non-EU-Regulated
Market"). The Notes may also be listed and traded on further Non-EU-Regulated Markets or not be listed at all.
This Prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, the Notes in any
jurisdiction where such offer or solicitation is unlawful.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act") and subject to certain exceptions, the Notes 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 Rule 903 of Regulation S under
the Securities Act ("Regulation S") except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act.
Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of
their exposure to risks and that they consider the suitability of the Notes as an investment in light of their own
circumstances and financial condition. Investing in the Notes involves certain risks. Prospective purchasers of the
Notes should refer to the Risk Factors disclosed on pages 9 to 18 of this Prospectus.
Arranger
Deutsche Bank
Dealers
BNP PARIBAS
Citigroup
Commerzbank
Crédit Agricole CIB
Deutsche Bank
Landesbank Baden-
Württemberg
Mizuho Securities
Santander Corporate &
UniCredit Bank
Investment Banking

This Prospectus will be published in electronic form on the website of the Luxembourg Stock Exchange
(www.bourse.lu) and on the website of Robert Bosch GmbH (www.bosch.de). It is valid for a period of twelve
months from its date of publication. The validity ends upon expiration of 20 September 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.

2

RESPONSIBILITY STATEMENT
Robert Bosch GmbH, with registered office in Stuttgart, Federal Republic of Germany ("Robert
Bosch GmbH" or the "Issuer", together with its consolidated subsidiaries the "Bosch Group" or
"Bosch") is solely responsible for the information given in this Prospectus. The Issuer hereby
declares that, having taken all reasonable care to ensure that such is the case, the information
contained in this Prospectus, is to the best of its knowledge, in accordance with the facts and
contains no omission likely to affect its import.
NOTICE
This Prospectus should be read and understood in conjunction with any supplement hereto and with
any other documents incorporated herein by reference. Ful information on the Issuer and any tranche
of Notes is only available on the basis of the combination of the Prospectus, as supplemented, and the
relevant Final Terms (as defined herein).
The Dealers (as defined herein) have not independently verified the information contained herein.
Accordingly, no representation, warranty or undertaking, express or implied, is made and no
responsibility or liability is accepted by the Dealers as to the accuracy or completeness of the
information contained in this Prospectus or any other information provided by the Issuer in connection
with the Programme or the Notes or their distribution. No Dealer accepts any liability in relation to the
information contained or incorporated by reference in this Prospectus or any information provided by
the Issuer in connection with the Programme or the Notes. The Dealers expressly do not undertake to
review the financial condition or affairs of the Issuer during the life of the Programme or to advise any
investor in the Notes of any information coming to their attention.
The Issuer has confirmed to the Dealers (as defined herein) that this Prospectus contains al
information which 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 the rights attaching to
the Notes which is material in the context of the Programme; that the information contained herein with
respect to the Issuer and the Notes is accurate and complete in al 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 with respect to the Issuer 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 the Issuer has made all reasonable
enquiries to ascertain all facts material for the purposes aforesaid.
The Issuer has undertaken with the Dealers (i) to supplement this Prospectus or publish a new
Prospectus in the event of any significant new factor, material mistake or material inaccuracy relating
to the information included in this Prospectus in respect of Notes issued on the basis of 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 time the admission to trading
becomes effective, and (i ) where approval of the Luxembourg Stock Exchange of any such document
is required, to have such document approved by the Luxembourg Stock Exchange.
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 information
supplied by the Issuer or any other information 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 hereto, or
any Final Terms 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 is valid for twelve months following its date of publication and this Prospectus and
supplement thereto 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 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.

3

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, the United Kingdom and Japan see "Selling Restrictions". In particular, the Notes have not
been and wil not be registered under the Securities Act and are subject to tax law requirements of the
United States of America and may not be offered, sold or delivered within the United States of
America or to U.S. persons, except pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act.
MIFID II PRODUCT GOVERNANCE
Solely for the purposes of the manufacturer's product approval process, the target market assessment
in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible
counterparties and professional clients, each as defined in MiFID II; and (i ) al channels for distribution
to eligible counterparties and professional clients are appropriate. Any person subsequently offering,
selling or recommending the Notes (a "distributor") should take into consideration the manufacturers'
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
manufacturers' target market assessment) and determining appropriate distribution channels.
PRIIPS REGULATION / EEA AND UK RETAIL INVESTORS
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 of Great Britain and Northern Ireland ("United
Kingdom" or the "UK"). 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 (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 (ii ) not a
qualified investor as defined in the Prospectus Regulation. Consequently, no key information
document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for
offering or sel ing the Notes or otherwise making them available to retail investors in the EEA or in the
UK has been prepared and therefore offering or selling the Notes or otherwise making them available
to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.
The language of the Prospectus is English. Any part of this Prospectus in the German language
constitutes a translation. In respect of the issue of any tranche of Notes under the Programme, the
German text of the Terms and Conditions (as defined below) may be controlling and binding if so
specified in the relevant Final Terms (as defined below).
This Prospectus may only be used for the purpose for which it has been published.
This Prospectus and any Final Terms 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 an offer or solicitation.
This Prospectus and any Final Terms do not constitute an offer or an invitation to subscribe for
or purchase any Notes and should not be considered as a recommendation by the Issuer, the
Dealers or any of them that any recipient of the Prospectus or any Final Terms should
subscribe or purchase any Notes. Each recipient of the Prospectus or any Final Terms shall be
taken to have made its own investigation and appraisal of the condition (financial and
otherwise) of the Issuer.
STABILISATION
In connection with the issue of any tranche of Notes under the Programme, the Dealer or
Dealers (if any) named as stabilising manager(s) in the applicable Final Terms (or persons
acting on behalf of a stabilising manager) may over-al ot 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 such stabilising manager(s) (or persons acting on
behalf of a stabilising manager) will undertake stabilisation action. Any stabilisation action may
begin at any time after the adequate public disclosure of the terms of the offer of the relevant
tranche of the Notes and, if begun, may be ended at any time, but it must end no later than the

4

earlier of 30 days after the issue date of the relevant tranche of Notes and 60 days after the
date of the al otment of the relevant tranche of Notes. Any stabilisation action or over-al otment
must be conducted by the relevant stabilising manager(s) (or person(s) acting on behalf of a
stabilising manager) in accordance with all applicable laws and rules.
In this Prospectus, all references to "", "EUR" or "Euro" are to the single legal currency of the
European Economic and Monetary Union.
The information on any website included in the Prospectus, except for the website www.bourse.lu,
does not form part of the Prospectus, unless that information is incorporated by reference into the
prospectus.
BENCHMARK REGULATION / STATEMENT IN RELATION TO ADMINISTRATOR'S
REGISTRATION
Interest amounts payable under floating rate notes issued under this Programme are calculated by
reference to (i) EURIBOR (Euro Interbank Offered Rate) which is provided by the European Money
Markets Institute (EMMI) or (i ) LIBOR (London Interbank Offered Rate) which is provided by the ICE
Benchmark Administration Limited (IBA). As at the date of this Base Prospectus, each of EMMI and
IBA appears on the register of administrators and benchmarks established and maintained by the
European Securities and Markets Authority (ESMA) pursuant to Article 36 of the Regulation (EU)
2016/1011 of the European Parliament and of the Council of 8 June 2016, as amended ("Benchmark
Regulation").
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. They are 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" "should", "objective" "is likely to"
"we see" 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 Bosch Group 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 their present knowledge. These forward-looking statements are
subject to risks, uncertainties and other factors which could cause actual results, including Bosch
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. Bosch 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 "Robert Bosch GmbH and its consolidated subsidiaries". These sections include more
detailed descriptions of factors that might have an impact on Bosch 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 Dealers 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.

5

TABLE OF CONTENTS
General Description of the Programme ............................................................................................ 7
I. General .......................................................................................................................................... 7
II. Issue Procedures ......................................................................................................................... 8
Risk Factors ......................................................................................................................................... 9
Risk Factors regarding Robert Bosch GmbH and its consolidated subsidiaries......................... 9
Risk Factors regarding the Notes .................................................................................................... 15
Robert Bosch GmbH and its consolidated subsidiaries ............................................................... 19
Incorporation and Seat ..................................................................................................................... 19
Business Overview ............................................................................................................................ 19
Capitalisation ..................................................................................................................................... 23
Capital Stock ...................................................................................................................................... 24
Shareholders ...................................................................................................................................... 24
Management and Supervisory Bodies ............................................................................................ 24
Selected Financial Information ........................................................................................................ 28
Independent Auditors ....................................................................................................................... 31
Fiscal Year .......................................................................................................................................... 31
Ratings................................................................................................................................................ 31
Terms and Conditions of the Notes English Language Version . ............................................. 32
Option I - Terms and Conditions that apply to Notes with fixed interest rates ........................... 32
Option II - Terms and Conditions that apply to Notes with floating interest rates ..................... 47
Terms and Conditions of the Notes German Language Version . ............................................ 65
Option I - Anleihebedingungen für Schuldverschreibungen mit fester Verzinsung .................. 66
Option II - Anleihebedingungen für Schuldverschreibungen mit variabler Verzinsung ............ 83
Form of Final Terms / Muster-Endgültige Bedingungen . ........................................................... 103
Description of Rules Regarding Resolutions of Holders ............................................................ 114
Selling Restrictions ......................................................................................................................... 118
General Information ........................................................................................................................ 121
Authorisation ................................................................................................................................... 121
Legal and Arbitration Proceedings ................................................................................................ 121
Significant Change in the Financial or Trading Position and Trend Information ..................... 121
Listing Information .......................................................................................................................... 121
Documents Incorporated by Reference ........................................................................................ 121
Availability of Documents............................................................................................................... 123
Addresses ........................................................................................................................................ 124

6

GENERAL DESCRIPTION OF THE PROGRAMME
I. General
Under this EUR 12,500,000,000 Debt Issuance Programme, Robert Bosch GmbH may from time to
time issue notes (the "Notes") to one or more of the following Dealers: Banco Santander, S.A., BNP
Paribas, Citigroup Global Markets Europe AG, Citigroup Global Markets Limited, Commerzbank
Aktiengesel schaft, Crédit Agricole Corporate and Investment Bank, Deutsche Bank
Aktiengesel schaft, Landesbank Baden-Württemberg, Mizuho Securities Europe GmbH, UniCredit
Bank AG and to any additional Dealer appointed under the Programme from time to time by the
Issuer, which appointment may be for a specific issue or on an ongoing basis (together the "Dealers").
Deutsche Bank Aktiengesellschaft acts as Arranger in respect of the Programme (the "Arranger").
The maximum aggregate principal amount of the Notes outstanding at any one time under the
Programme wil not exceed EUR 12,500,000,000 (or its equivalent in any other currency). The Issuer
may increase the amount of the Programme in accordance with the terms of the Dealer Agreement
from time to time.
Notes may be issued on a continuing basis to one or more of the Dealers. Notes may be distributed by
way of private placements and on a syndicated or non-syndicated basis. The method of distribution of
each tranche ("Tranche") wil be stated in the relevant final terms ("Final Terms").
Notes wil be issued in Tranches, each Tranche in itself consisting of Notes that are identical in al
respects. One or more Tranches, which are expressed to be consolidated and forming a single series
and identical in all respects, but having different issue dates, interest commencement dates, issue
prices and dates for first interest payments may form a series ("Series") of Notes. Further Notes may
be issued as part of existing Series. The specific terms of each Tranche wil be set forth in the
applicable Final Terms.
Notes wil be issued in such denominations as may be agreed between the Issuer and the relevant
Dealer(s) and as indicated in the applicable Final Terms, save that the minimum denomination of the
Notes wil be, if in euro, EUR 100,000, and, if in any currency other than euro, an amount in such other
currency nearly equivalent to EUR 100,000 at the time of the issue 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 wil be determined at the
time of pricing on the basis of a yield which will 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 wil be used to determine
an issue price, all to correspond to the yield.
Application has been made to the Luxembourg Stock Exchange to list Notes issued under the
Programme on its official list and to trade Notes on the Euro MTF operated by the Luxembourg Stock
Exchange. The Programme provides that Notes may be listed on other or further Non-EU-Regulated
Markets, as may be agreed between the Issuer and the relevant Dealer(s) in relation to each issue.
Notes may further be issued under the Programme which wil not be listed on any stock exchange.
Notes wil be accepted for clearing through one or more clearing systems as specified in the
applicable Final Terms. These systems wil comprise those operated by Clearstream Banking AG,
Frankfurt am Main, Clearstream Banking S.A., Luxembourg and Euroclear Bank SA/NV. Notes
denominated in euro or, as the case may be, such other currency recognised from time to time for the
purposes of eligible collateral for Eurosystem monetary policy and intra-day credit operations by the
Eurosystem, are intended to be held in a manner, which would al ow Eurosystem eligibility. Therefore,
these Notes wil initial y be deposited upon issue with in the case of (i) a new global note either
Clearstream Banking S.A., Luxembourg or Euroclear Bank SA/NV as common safekeeper or, (i ) a
classical global note Clearstream Banking AG, Frankfurt am Main. It does not necessarily mean that
the Notes wil be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit
operations by the Eurosystem either upon issue or at any or al times during their life. Such recognition
will depend upon satisfaction of the Eurosystem eligibility criteria.
Deutsche Bank Aktiengesel schaft wil act as fiscal agent (the "Fiscal Agent") and as paying agent
(the "Paying Agent") and Deutsche Bank Luxembourg S.A. wil act as Luxembourg Listing Agent
under the Programme.

7

II. Issue Procedures
General
The Issuer and the relevant Dealer(s) wil agree on the terms and conditions applicable to each
particular Tranche of Notes (the "Conditions"). The Conditions wil be constituted by the relevant set
of Terms and Conditions of the Notes set forth below (the "Terms and Conditions") as further
specified by the Final Terms (the "Final Terms") as described below.
Options for sets of Terms and Conditions
A separate set of Terms and Conditions applies to each type of Notes, as set forth below. The Final
Terms provide for the Issuer to choose between the following Options:
- Option I Terms and Conditions for Notes with fixed interest rates;
- Option II Terms and Conditions for Notes with floating interest rates.
Documentation of the Conditions
The Issuer may document the Conditions of an individual issue of Notes in either of the fol owing
ways:
- The Final Terms shall be completed as set out therein. The Final Terms shall determine which of
the Option I or Option II, including certain further options contained therein, respectively, shall be
applicable to the individual issue of Notes by replicating the relevant provisions and completing the
relevant placeholders of the relevant set of Terms and Conditions as set out in the Prospectus in
the Final Terms. The replicated and completed provisions of the set of Terms and Conditions alone
shall constitute the Conditions, which wil be attached to each global note representing the Notes of
the relevant Tranche.
- Alternatively, the Final Terms shall determine which of Option I or Option II and of the respective
further options contained in each of Option I and Option II are applicable to the individual issue by
referring to the relevant provisions of the relevant set of Terms and Conditions as set out in the
Prospectus only. The Final Terms wil specify that the provisions of the Final Terms and the
relevant set of Terms and Conditions as set out in the Prospectus, taken together, shall constitute
the Conditions. Each global note representing a particular Tranche of Notes wil have the Final
Terms and the relevant set of Terms and Conditions as set out in the Prospectus attached.
Determination of Options / Completion of Placeholders
The Final Terms shall determine which of the Option I or Option II shal be applicable to the individual
issue of Notes. Each of the sets of Terms and Conditions of Option I or Option II contains also certain
further options (characterised by indicating the respective optional provision through instructions and
explanatory notes set out either on the left of or in square brackets within the text of the relevant set of
Terms and Conditions as set out in the Prospectus) as wel as placeholders (characterised by square
brackets which include the relevant items) which wil be determined by the Final Terms as follows:
Determination of Options
The Issuer wil determine which options wil be applicable to the individual issue either by replicating
the relevant provisions in the Final Terms or by reference of the Final Terms to the respective sections
of the relevant set of Terms and Conditions as set out in the Prospectus. If the Final Terms do not
refer to an alternative or optional provision or such alternative or optional provision is not replicated
therein it shal be deemed to be deleted from the Conditions.
Completion of Placeholders
The Final Terms wil specify the information with which the placeholders in the relevant set of Terms
and Conditions wil be completed. In the case the provisions of the Final Terms and the relevant set of
Terms and Conditions, taken together, shal constitute the Conditions the relevant set of Terms and
Conditions shall be deemed to be completed by the information contained in the Final Terms as if
such information were inserted in the placeholders of such provisions.
Al instructions and explanatory notes and text set out in square brackets in the relevant set of Terms
and Conditions and any footnotes and explanatory text in the Final Terms wil be deemed to be
deleted from the Conditions.

8

RISK FACTORS
The following is a description of principal risk factors which are material in respect of the Notes and
the financial situation of Robert Bosch GmbH and its consolidated subsidiaries (the "Bosch Group")
which may affect Robert Bosch GmbH's ability to fulfil its obligations under the Notes, that are material
to the Notes issued under the Programme in order to assess the market risk associated with these
Notes. Prospective investors should consider these risk factors before deciding to purchase the Notes
issued under the Programme. In particular, holders of Notes are exposed to the risk that Robert Bosch
GmbH may fail in whole or in part to make interest and/or redemption payments on principal that it is
obliged to make under the Notes. In this case, holders of the Notes may not recover all or part of the
initial investment in the Notes.
The sequence in which the following risk factors are listed is not an indication of their likelihood to
occur or of the extent of their commercial consequences. The following statements are not exhaustive.
In particular, they do neither consider an investor's specific knowledge or understanding about risks
typically associated with the Issuer and the acquisition and ownership of Notes, whether obtained
through experience, training or otherwise, nor the lack of such specific knowledge or understanding, or
circumstances that may apply to a particular investor. Prospective investors should consider all of the
information provided in this Prospectus, including any Supplements and other information which is
incorporated by reference into this Prospectus, and consult with their own professional advisers
(including their financial, accounting, legal, tax and other relevant advisers) about the risks associated
with, and consequences of, the purchase, ownership and disposition of Notes, including the effect of
any laws of each country of which prospective investors are residents. In addition, investors should be
aware that the risks described herein may combine and thus intensify one another.

Risk Factors regarding Robert Bosch GmbH and its consolidated subsidiaries
General
In the normal course of business, the Bosch Group is subject to a number of risks that are inseparably
linked to the operation of its business. At present, there are no identifiable risks that could endanger
the continued operations of the Bosch Group. However, the Bosch Group is subject to various risks
resulting from changing economic, political, geopolitical, social, industry, business or financial
conditions and there are a number of business and operational factors that could adversely affect the
Bosch Group's operations, revenues, financial position, cash flows and results. Some of these factors
and risks are described below.
Industry and business risks
Downturn of World Economy because of the COVID-19 pandemic
The global spread of the novel coronavirus (SARS-CoV-2) is closely linked to risks in global
macroeconomic developments which could have negative effects on the Issuer's business. As at the
date of this Prospectus, given the uncertainty of the lasting effect of the coronavirus outbreak, the
financial impact on the global economy cannot be determined. If the rapid spread of the coronavirus
continues, it could further adversely affect the global economy and financial markets, resulting in a
prolonged economic downturn as wel as reduced industrial investments and consumer spending. In
most countries, governments have reacted with stringent social distancing policies, including curfews,
travel restrictions and the closing of retail stores, restaurants, schools and universities. These policies
have resulted in a material decrease of overal economic activity. Even after these measures have
been and wil further be partial y released over time, there can be no assurance as to the time required
to return to normalized business levels as workers' return rates as wel as the speed of recovery in
industrial activity and consumer spending and retail traffic remain uncertain. A renewed flare-up of the
COVID-19 pandemic could lead to a re-tightening of protective measures by health authorities and
bring an end to interim economic recovery.
Customer demand might not fully recover to pre-pandemic levels in one or more business fields as
households have less money to spend and/or might change their product preferences. The COVID-19
pandemic might in general change the market conditions for the markets in which the Bosch Group
operates in such a way that the Bosch Group faces significantly less demand in one or more of its
business fields.

9

The COVID-19 pandemic could also substantial y impact the Issuer's supply chains and
administration, for example as a result of disruption in material supply or product manufacturing,
supplier insolvencies, restrictions on the global movement of people and goods or prolonged closures
of its own offices or manufacturing centers.
Risks in connection with legal proceedings regarding diesel exhaust gas emissions
As a leading manufacturer and supplier of electronic control units for diesel engines to OEMs of
passenger cars, the Bosch Group is involved in investigations by authorities and legal proceedings
relating to diesel exhaust emissions in a number of countries.
Public authorities in a variety of countries, including in North America, Europe and Asia, are
investigating the potentially il egal configuration of certain emission related devices built into diesel
engines for passenger cars by OEMs such as, among others, the brands of the Volkswagen Group,
Fiat Chrysler and Daimler. As one of the world's leading suppliers of diesel injection devices, the
Bosch Group has supplied in large numbers various models of electronic engine control units,
including software, to these and numerous other passenger car manufacturers all over the world.
In the context of the investigations concerning diesel vehicle emissions by cars of various OEMs, the
Bosch Group has become involved in several civil class action lawsuits and lawsuits started by
individual claimants in, inter alia, the United States, Canada, Israel, and The Netherlands. If these
court proceedings have an unfavourable outcome for the Bosch Group, this could result in further
penalty and punitive damages payments, remedial works or other cost-intensive measures.
In 2017, Volkswagen, Audi, Porsche and the Bosch Group have reached an agreement for the partial
settlement of two of the class action lawsuits pending in the United States which has in the meantime
been approved by the competent court. In this context, the Bosch Group has paid a total amount of
USD 327,500,000. Under the settlement agreement, the Bosch Group does not admit any of the facts
presented by the plaintiffs, nor does the Bosch Group admit any wrongdoing.
In January 2019, the Bosch Group also reached a settlement agreement in a civil proceeding involving
50 US states and territories in the amount of USD 98,000,000. Further, the Bosch Group reached
another settlement agreement in a class action lawsuit concerning Fiat Chrysler vehicles in the USA
with an amount of up to USD 27,500,000.
In May 2019, the public prosecution department in Stuttgart imposed a fine of EUR 90,000,000 upon
the Bosch Group. Of this amount, a payment of EUR 2,000,000 was imposed as a sanction for the
alleged regulatory offense and EUR 88,000,000 as a repayment of any economic gains. The fine was
ful y paid. As a result, these investigations against the Bosch Group in relation to an alleged breach of
emission standards have been concluded by settlement.
The Bosch Group has consistently been cooperating with authorities and regulators with regard to
alleged violations of diesel engine emission standards and laws. It is possible that further regulatory,
criminal and administrative investigations and enforcement actions and measures relating to the
Bosch Group and/or its employees wil be taken; it is possible that further administrative orders, such
as subpoenas, i.e. legal instructions issued under penalty of law in the process of taking evidence, or
other requests for documentation, testimony or other information wil be issued. Also search warrants,
notices of violation or increased formalization of the governmental investigations, coordination or
proceedings, including the resolution of proceedings by way of a settlement resulting in substantial
payments cannot be ruled out. It thus cannot be excluded that the Bosch Group may incur additional
substantial financial charges in the future in relation to diesel engine emission investigations or law
suits which could have a material adverse effect on the Bosch Group's business, results of operations
and financial position.
Risks in connection with sinking demand for diesel engine passenger cars
The widespread investigations into the emission of diesel engines and driving bans for old diesel cars
in some European cities in times of poor air quality have resulted in sinking demand for new diesel
engine passenger cars especially in Europe. In response to this development, OEMs and suppliers of
diesel engine components, such as the Bosch Group, have substantial y reassessed their
expectations and business plans concerning future demand for diesel cars. This reassessment has
caused the Bosch Group to shift internal resources away from manufacturing components for diesel
engines and research towards improving the diesel technology and towards new business sectors,
including, among others, fuel cell powered electric cars. In the long term, also the potentially sinking
demand for diesel engine trucks could further intensify this development. Also there might be the risk
that under the new Euro 7 emission norms, the economical production of Diesel engines might

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