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

the expiry of the initial 60 days' period;
a "Change of Control Event" shall be deemed to have
occurred, if at any time a person or several persons acting
in concert or third parties or parties acting for such
person(s) (other than OMV Aktiengesellschaft and/or
International Petroleum Investment Company of Abu Dhabi
and/or any of their wholly owned subsidiaries), directly or
indirectly acquire (i) more than 50 per cent of the voting
rights connected with the shares of the Issuer, or (ii) the
right to determine the majority of the members of the
management board (Vorstand) and/or the shareholders'
representatives in the supervisory board (Aufsichtsrat).
Cross-Default Each Noteholder is entitled to terminate the Notes for
cause and to demand their immediate redemption at their
Nominal Amount together with interest accrued until the
date of redemption (exclusive) if a Change of Control (as
defined below) occurs, i.e. an obligation exceeding
EUR 30,000,000 (or the equivalent thereof in any other
currency) of the Issuer or a Material Subsidiary (as defined
in the Terms and Conditions) which has been finally
established by an (arbitration) court or a public authority is
not fulfilled, and such failure continues for more than four
weeks after the Paying Agent has been notified thereof by
a Noteholder.
Taxation All payments of principal and interest in respect of the
Notes will be made free and clear of, and without
withholding or deduction for, any taxes, duties,
assessments or governmental charges of whatever nature
("Taxes") imposed, levied, collected, withheld or assessed
by the Republic of Austria or any political subdivision or
any authority of or in the Republic of Austria that has power
to tax, unless the Issuer is compelled by a law or other
regulation to make such withholding or deduction. In that
event, the Issuer will pay, subject to the exemptions of
§ 7 (2) of the Terms and Conditions, such additional
amounts as will result in receipt by the Noteholders of the
same amounts as they would have received if no such
withholding or deduction had been required.
Governing law The Notes are governed by the laws of the Republic of
Austria.
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