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

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RESPONSIBILITY STATEMENT<br />

<strong>Borealis</strong>, with its seat in Vienna and its business address at Wagramerstraße 17-19, 1220 Vienna,<br />

Austria, registered with the Austrian companies register under registration number FN 269858 a,<br />

assumes responsibility for the information contained in this Prospectus and hereby declares that,<br />

having taken all reasonable care <strong>to</strong> ensure that such is the case, the information contained in this<br />

Prospectus is, <strong>to</strong> the best <strong>of</strong> its knowledge, in accordance with the facts and contains no omission<br />

likely <strong>to</strong> affect its import.<br />

NOTICE<br />

This Prospectus does not constitute an <strong>of</strong>fer <strong>to</strong> sell or a solicitation <strong>of</strong> an <strong>of</strong>fer <strong>to</strong> buy any securities<br />

other than the Notes <strong>of</strong>fered hereby and does not constitute an <strong>of</strong>fer <strong>to</strong> sell or a solicitation <strong>of</strong> an <strong>of</strong>fer<br />

<strong>to</strong> buy any Notes <strong>of</strong>fered hereby <strong>to</strong> any person in any jurisdiction in which it is unlawful <strong>to</strong> make any<br />

such <strong>of</strong>fer or solicitation <strong>to</strong> such person. Neither the delivery <strong>of</strong> this Prospectus nor any sale made in<br />

connection herewith shall, under any circumstances, create an implication that there has been no<br />

change in the affairs <strong>of</strong> <strong>Borealis</strong> or its affiliated companies (<strong>to</strong>gether the "<strong>Borealis</strong> Gro<strong>up</strong>" or the<br />

"Gro<strong>up</strong>") since the date here<strong>of</strong> or that there has been no adverse change in the financial position <strong>of</strong><br />

<strong>Borealis</strong> and the <strong>Borealis</strong> Gro<strong>up</strong> since the date here<strong>of</strong> or that any other information s<strong>up</strong>plied in<br />

connection with the <strong>Offering</strong> is correct as <strong>of</strong> any date subsequent <strong>to</strong> the date on which it is s<strong>up</strong>plied or,<br />

if different, the date indicated in the document containing the same. Any material new circumstances<br />

or any material incorrectness or inaccuracy as <strong>to</strong> the statements contained in the Prospectus that<br />

could influence the assessment <strong>of</strong> the Notes issued in the <strong>Offering</strong> and that occur or are determined<br />

between the approval <strong>of</strong> the Prospectus by the CSSF and the final end <strong>of</strong> the public <strong>of</strong>fer, or if earlier,<br />

the admission <strong>to</strong> trading on a regulated market <strong>of</strong> Notes under the Prospectus will be included and<br />

published in a s<strong>up</strong>plement <strong>to</strong> the Prospectus in accordance with the Prospectus Directive and relevant<br />

implementing legislation in Luxembourg.<br />

This Prospectus has been prepared by the Issuer in connection with the <strong>Offering</strong> solely for the<br />

purpose <strong>of</strong> enabling prospective inves<strong>to</strong>rs <strong>to</strong> consider the purchase <strong>of</strong> the Notes. Reproduction and<br />

distribution <strong>of</strong> this Prospectus or disclosure or use <strong>of</strong> the information contained herein for any purpose<br />

other than considering an investment in the Notes is prohibited. The information contained in this<br />

Prospectus has been provided by <strong>Borealis</strong> and other sources identified herein. No person has been<br />

authorised <strong>to</strong> give any information or <strong>to</strong> make any representation not contained in this Prospectus in<br />

connection with the <strong>Offering</strong> and, if given or made, any such information or representation should not<br />

be relied <strong>up</strong>on as having been authorised by <strong>Borealis</strong>.<br />

The contents <strong>of</strong> this Prospectus are not <strong>to</strong> be construed as legal, business or tax advice. Each<br />

prospective inves<strong>to</strong>r should consult its own lawyer, financial adviser or tax adviser for legal, financial<br />

or tax advice.<br />

This document comprises a Prospectus for the public <strong>of</strong>fering <strong>of</strong> the Notes, issued by <strong>Borealis</strong> and for<br />

the admission <strong>to</strong> listing <strong>of</strong> the Notes on the Second Regulated Market (Geregelter Freiverkehr) <strong>of</strong> the<br />

Vienna S<strong>to</strong>ck Exchange. This document has been prepared in accordance with annexes IV and V <strong>of</strong><br />

Commission Regulation (EC) No 809/2004 <strong>of</strong> 29 April 2004, as amended.<br />

The Notes <strong>of</strong>fered hereby have not been and will not be registered under the Securities Act or with<br />

any authority <strong>of</strong> any state <strong>of</strong> the US, or the applicable securities laws <strong>of</strong> Australia, Canada, Japan, and<br />

2

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