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

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RISK FACTORS<br />

Prospective inves<strong>to</strong>rs should consider carefully the risks set forth below and the other information<br />

contained in the Prospectus, any s<strong>up</strong>plements there<strong>to</strong> and any documents incorporated by reference.<br />

The following description <strong>of</strong> risk fac<strong>to</strong>rs is limited <strong>to</strong> the most essential risk fac<strong>to</strong>rs which in the Issuer's<br />

current view could have a material adverse effect on the Issuer's businesses, operations, financial<br />

condition or prospects which, in turn, could have a material adverse effect on the ability <strong>of</strong> the Issuer<br />

<strong>to</strong> fulfil its obligations <strong>to</strong>wards the inves<strong>to</strong>rs with respect <strong>to</strong> the Notes. In addition, each <strong>of</strong> the risks<br />

highlighted below could adversely affect the market value and trading price <strong>of</strong> the Notes or the rights<br />

<strong>of</strong> inves<strong>to</strong>rs under the Notes and, as a result, inves<strong>to</strong>rs could lose some or all <strong>of</strong> their investments in<br />

the Notes. Prospective inves<strong>to</strong>rs should therefore, consider two main categories <strong>of</strong> risk: (i) risks<br />

relating <strong>to</strong> the Issuer, and (ii) risks relating <strong>to</strong> the Notes.<br />

Prospective inves<strong>to</strong>rs should note that the risks described below are not the only risks faced by the<br />

Issuer or associated with the Notes. The Issuer has described only those risks that it considers <strong>to</strong> be<br />

material and <strong>of</strong> which it is aware. There may be additional risks that the Issuer currently considers not<br />

<strong>to</strong> be material or <strong>of</strong> which it is not currently aware, and any <strong>of</strong> these risks could have the effects set<br />

forth above. Moreover, prospective inves<strong>to</strong>rs should be aware that the events described in the risk<br />

fac<strong>to</strong>rs may occur simultaneously, which could compound their negative effects. If one or several <strong>of</strong><br />

the risk fac<strong>to</strong>rs below were <strong>to</strong> materialise, this might have considerable adverse effects on the pr<strong>of</strong>it,<br />

business and financial position <strong>of</strong> the Issuer and the pr<strong>of</strong>it potential <strong>of</strong> the Notes.<br />

Prior <strong>to</strong> deciding whether <strong>to</strong> invest in any Notes issued under this Prospectus, a prospective inves<strong>to</strong>r<br />

should conduct its own thorough analysis (including its own accounting, legal and tax analysis) since<br />

any evaluation <strong>of</strong> the suitability for an inves<strong>to</strong>r <strong>of</strong> an investment in Notes issued under this Prospectus<br />

depends <strong>up</strong>on the prospective inves<strong>to</strong>r's particular financial and other circumstances, as well as on<br />

the terms <strong>of</strong> the Notes. If an inves<strong>to</strong>r does not have experience in financial, business and investment<br />

matters sufficient <strong>to</strong> permit it <strong>to</strong> make such a determination, the inves<strong>to</strong>r should consult with its<br />

financial adviser prior <strong>to</strong> making a decision with respect <strong>to</strong> the suitability <strong>of</strong> any investment in the<br />

Notes.<br />

Words and expressions defined in "Terms and Conditions <strong>of</strong> the Notes" shall have the same meanings<br />

in this section. If not stated otherwise in the context <strong>of</strong> the risk fac<strong>to</strong>rs set out below, all references <strong>to</strong><br />

the Issuer made hereinafter also include other companies <strong>of</strong> the <strong>Borealis</strong> Gro<strong>up</strong> and the <strong>Borealis</strong><br />

Gro<strong>up</strong> as a whole.<br />

1. RISKS REGARDING THE ISSUER, THE GROUP AND ITS BUSINESS<br />

ACTIVITIES<br />

1.1 MARKETS AND GENERAL BUSINESS RISKS<br />

1.1.1 The <strong>Borealis</strong> Gro<strong>up</strong> is subject <strong>to</strong> competition in all markets where it is active<br />

The <strong>Borealis</strong> Gro<strong>up</strong> operates in a variety <strong>of</strong> local and international markets, with many fac<strong>to</strong>rs<br />

affecting the competitive environment which the Gro<strong>up</strong> faces in these markets. These fac<strong>to</strong>rs<br />

include the number <strong>of</strong> competi<strong>to</strong>rs operating in a specific market, the pricing policies <strong>of</strong> such<br />

competi<strong>to</strong>rs, their market penetration, the pre-existing relationships with cus<strong>to</strong>mers or<br />

cus<strong>to</strong>mers' prior experience with specific contrac<strong>to</strong>rs, the <strong>to</strong>tal production capacity serving the<br />

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