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

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junior <strong>to</strong> the other credi<strong>to</strong>rs' claims since the claims <strong>of</strong> the Noteholders in case <strong>of</strong> ordinary<br />

redemption are <strong>to</strong> be redeemed later than the claims <strong>of</strong> credi<strong>to</strong>rs under other financial<br />

instruments.<br />

2.3 Inves<strong>to</strong>rs in the Notes assume the risk that the credit spread <strong>of</strong> the Issuer widens and<br />

that as a consequence the price <strong>of</strong> the Notes falls (Credit Spread Risk)<br />

A credit spread is the margin payable by the Issuer <strong>to</strong> the holder <strong>of</strong> a Bond as a premium for<br />

the assumed credit risk. Credit spreads are <strong>of</strong>fered and sold as premiums on current risk-free<br />

interest rates or as discounts on the price.<br />

Fac<strong>to</strong>rs influencing the credit spread include, among other things, the creditworthiness <strong>of</strong> the<br />

Issuer, probability <strong>of</strong> default, recovery rate, the remaining term <strong>to</strong> maturity <strong>of</strong> the Notes, etc.<br />

The liquidity situation, the general level <strong>of</strong> interest rates, overall economic developments, and<br />

the currency, in which the relevant obligation is denominated may also have a positive or<br />

negative effect.<br />

Inves<strong>to</strong>rs are exposed <strong>to</strong> the risk that the credit spread <strong>of</strong> the Issuer widens resulting in a<br />

decrease in the price <strong>of</strong> the Notes.<br />

2.4 The inves<strong>to</strong>rs face a risk in case <strong>of</strong> an early redemption and in case <strong>of</strong> reinvestment<br />

(Risk <strong>of</strong> Early Redemption/Reinvestment Risk)<br />

In the event that the Notes are redeemed or being sold, an inves<strong>to</strong>r may be subject <strong>to</strong> the risk<br />

that he may not find any reinvestment opportunities at better or at least the same conditions.<br />

The same applies <strong>to</strong> the reinvestment <strong>of</strong> co<strong>up</strong>on payments derived from the investment. This<br />

could result in a material adverse effect for inves<strong>to</strong>rs.<br />

2.5 The Issuer may incur additional indebtedness ranking pari passu with the Notes<br />

The Issuer has not entered in<strong>to</strong> any restrictive covenants in connection with the issuance <strong>of</strong><br />

the Notes regarding its respective ability <strong>to</strong> incur additional indebtedness ranking pari passu<br />

with the obligations under or in connection with the Notes. Incurring any additional<br />

indebtedness may increase the likelihood <strong>of</strong> a deferral <strong>of</strong> co<strong>up</strong>on payments under the Notes<br />

and/or may reduce the amount recoverable by Noteholders in the event <strong>of</strong> insolvency or<br />

liquidation <strong>of</strong> the Issuer.<br />

2.6 <strong>Fixed</strong> rate securities are exposed <strong>to</strong> specific market risks (Market Price Risk)<br />

A holder <strong>of</strong> a note with a fixed interest rate is exposed <strong>to</strong> the risk that the price <strong>of</strong> such Bond<br />

falls as a result <strong>of</strong> changes in the market interest rate. While the nominal interest rate <strong>of</strong> a<br />

Bond with a fixed co<strong>up</strong>on is fixed during the life <strong>of</strong> such Bond, the current interest rate on the<br />

capital market (market interest rate) typically changes continuously. As the market interest rate<br />

changes, the price <strong>of</strong> such notes changes in the opposite direction. If the market interest rate<br />

increases, the price <strong>of</strong> such Bond typically falls, until the yield <strong>of</strong> such Bond is approximately<br />

equal <strong>to</strong> the market interest rate. If the market interest rate falls, the price <strong>of</strong> a Bond with a<br />

fixed interest rate typically increases, until the yield <strong>of</strong> such Bond is approximately equal <strong>to</strong> the<br />

market interest rate. Noteholders should be aware that movements <strong>of</strong> the market interest rate<br />

can adversely affect the price <strong>of</strong> the Notes and can lead <strong>to</strong> losses for the Noteholders if they<br />

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