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Borealis AG Public Offering of up to EUR 200000000 Senior Fixed ...

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Notes and interest co<strong>up</strong>ons are excluded.<br />

The Global Note will be deposited with Oesterreichische<br />

Kontrollbank Aktiengesellschaft as central securities<br />

depositary (the "Central Securities Depositary") until all<br />

obligations <strong>of</strong> the Issuer under the Notes have been<br />

satisfied.<br />

The holders <strong>of</strong> Notes will receive co-ownership<br />

participations or rights in the Global Note that are<br />

transferable in accordance with the general business<br />

conditions <strong>of</strong> the Central Securities Depositary and outside<br />

<strong>of</strong> the Republic <strong>of</strong> Austria in accordance with the provisions<br />

<strong>of</strong> Clearstream Banking, société anonyme, Luxemburg<br />

("CBL") and/or Euroclear Bank S.A./N.V., Brussels,<br />

Belgium ("Euroclear") (CBL and Euroclear <strong>to</strong>gether the<br />

"Clearing System").<br />

Status <strong>of</strong> the Notes The Notes constitute direct, unconditional, unsubordinated<br />

and (subject <strong>to</strong> the provisions <strong>of</strong> § 3 <strong>of</strong> the Terms and<br />

Conditions) unsecured obligations <strong>of</strong> the Issuer and rank<br />

pari passu without any preference among themselves and<br />

at least pari passu with all other unsubordinated and<br />

unsecured obligations <strong>of</strong> the Issuer, present or future, save<br />

for obligations which are preferred by applicable<br />

manda<strong>to</strong>ry law.<br />

Interest Each Note shall bear interest on its then outstanding<br />

nominal amount at the Interest Rate as from (and<br />

including) the Issue Date. Interest is payable annually in<br />

arrear on 2 July <strong>of</strong> each year (each an "Interest Payment<br />

Date") commencing on 2 July 2013. The interest rate (the<br />

"Interest Rate") is currently not fixed and will be<br />

determined in the course <strong>of</strong> a book-building procedure on<br />

or around 20 and 21 June 2012.The Interest Rate will be<br />

published prior <strong>to</strong> the beginning <strong>of</strong> the Subscription Period.<br />

Redemption The Notes will be redeemed at their Nominal Amount on<br />

2 July 2019 (the "Redemption Date") <strong>to</strong> the extent they<br />

have not previously been redeemed or purchased and<br />

cancelled partially or fully.<br />

Issuer Call Right and Early<br />

Redemption due <strong>to</strong> a Tax<br />

Event.<br />

If as a result <strong>of</strong> a change <strong>of</strong>, or a s<strong>up</strong>plement <strong>to</strong>, the tax<br />

laws applicable by or in the Republic <strong>of</strong> Austria or a change<br />

in, or s<strong>up</strong>plement <strong>to</strong>, their <strong>of</strong>ficial interpretation, the Issuer<br />

12

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