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the results of the offer. There is no minimum or maximum amount of Notes to be purchased. Investors may place offers to purchase Notes in any amount. Confirmation in relation to an order and allotments Following the pricing of the Notes and confirmation which orders have been accepted and which amounts have been allotted to particular investors, the Issue Date, which is expected to be 14 October 2009, will be determined and included in the Pricing Notice. Delivery and payment of the Notes will be made within six business days after the Pricing Date of the Notes and the confirmation of the allotment to investors. Charges and costs relating to the Offer The Issuer will not charge any costs, expenses or taxes directly to any investor. Investors must inform themselves about any costs, expenses or taxes in connection with the Notes which are generally applicable in their respective country of residence, including any charges their own depository banks charge them for purchasing or holding securities. - 82 -
General SELLING RESTRICTIONS Each of the Managers has agreed not to take any action and will not take any action in any jurisdiction that would permit a public offering of the Notes, or possession or distribution of any offering material in relation thereto, in any country or jurisdiction where action for that purpose is required, except as provided below. Each of the Managers will comply, to the best of its knowledge and belief, with all applicable laws and regulations (including any amendments, changes or modifications thereto from time to time) in each country or jurisdiction in which it purchases, offers, sells or delivers the Notes or has in its possession or distribute such offering material and will obtain any consent, approval or permission required by it for the purchase, offer, sale or delivery by it in each such country or jurisdiction, in all cases at its own expense, and the other Managers shall have no responsibility therefor. The Managers have not represented that the Notes may at any time lawfully be sold in compliance with any applicable laws and regulations in any jurisdiction, or pursuant to any exemption thereunder, or assume any responsibility for facilitating such sale. United States The Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act ("Regulation S"). The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a United States person, except in certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code of 1986 and regulations thereunder. The Managers have agreed that, they will not offer, sell or deliver the Notes (a) as part of their distribution at any time or (b) otherwise until 40 days after the later of the commencement of the offering and the Issue Date within the United States or to, or for the account or benefit of, U.S. persons and that they will have sent to each dealer to which they sell any Notes during the distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales of the Notes within the United States or to, or for the account or benefit of, U.S. persons. Terms used in this paragraph have the meanings given to them by Regulation S. In addition, until 40 days after the commencement of the offering, an offer or sale of the Notes within the United States by any dealer that is not participating in the offering may violate the registration requirements of the Securities Act. The Notes will be issued in accordance with the provisions of U.S. Treasury Regulation Section 1.163-5 (c) (2) (i) (D) (the "D Rules"). Each Manager has represented and agreed that: (i) except to the extent permitted under the D Rules, (i) it has not offered or sold, and during a 40-day the restricted period will not offer or sell, Notes in bearer form to a person who is within the United States or its possessions or to a United States person, and (ii) such Manager has not delivered and will not deliver within the United States or its possessions definitive Notes in bearer form that are sold during the restricted period; (ii) it has and throughout the restricted period will have in effect procedures reasonably designed to ensure that its employees or agents who are directly engaged in selling Notes in bearer form are aware that such Notes may not be offered or sold during the restricted period to a person who is within the United States or its possessions or to a United States person, except as permitted by the D Rules; - 83 -
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Prospectus dated 5 October 2009 Evo
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RESPONSIBILITY STATEMENT Evonik Ind
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subsequent to the date hereof or th
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SUMMARY OF THE PROSPECTUS The follo
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Events of Default: ................
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Summary of the Risk Factors An inve
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Investment risks: Investments under
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gerated worden sind, erhöht sich d
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Zusammenfassung der Emittentenbesch
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Rating der Schuldverschreibungen: E
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konzerninterne Leistungen neu bewer
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Rating of the Notes A rating of the
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Risks relating to the Issuer Market
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certificates is not available or ca
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in which the Energy Business Area o
Page 31 and 32: 1. STATUTORY AUDITORS DESCRIPTION O
Page 33 and 34: 100% 100%* RÜTGERS GmbH Evonik Pro
Page 35 and 36: Evonik-Group has operated in the sp
Page 37 and 38: Coatings & Additives Business Unit
Page 39 and 40: core markets and technologies. The
Page 41 and 42: Werner Bischoff, Monheim Deputy Cha
Page 43 and 44: Dr. Christian Wildmoser, Savigny Ma
Page 45 and 46: TERMS AND CONDITIONS OF THE NOTES (
Page 47 and 48: security or otherwise encumbered) o
Page 49 and 50: "Subsidiary" means at any time any
Page 51 and 52: epresenting the Notes at the time o
Page 53 and 54: any third party complies with any s
Page 55 and 56: only when the Principal Paying Agen
Page 57 and 58: (2) Purchases. The Issuer may at an
Page 59 and 60: ANLEIHEBEDINGUNGEN (Terms and Condi
Page 61 and 62: eauftragten Bank, Finanzinstituts o
Page 63 and 64: (ii) in Fällen, in denen eine Gese
Page 65 and 66: "Zinstagequotient" bezeichnet im Hi
Page 67 and 68: Sobald die Emittentin von einem Rü
Page 69 and 70: um Konzerngesellschaften oder ein J
Page 71 and 72: Hauptzahlstelle unterhalten und (ii
Page 73 and 74: Frankfurt am Main. Die Anleihegläu
Page 75 and 76: Listing and Trading Information App
Page 77 and 78: TAXATION The following general disc
Page 79 and 80: In general, no flat tax will be lev
Page 81: SUBSCRIPTION AND SALE The Issuer ha
Page 85 and 86: Selling Restrictions Addressing Add
Page 87 and 88: UNAUDITED CONSOLIDATED SEMI-ANNUAL
Page 89 and 90: Consolidated interim financial stat
Page 99: FR: 1528910_13 AUDITORS TO THE ISSU
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