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"Rating Agency" means each of Moody’s Investor Services, Standard & Poor’s Rating Services, a division of the McGraw-Hill Companies, and Fitch Ratings Limited or any successor of such rating agencies. Maturity Date:................................ Unless previously redeemed in whole or in part or purchased and cancelled, the Notes will be redeemed at their principal amount on 14 October 2014. Issue Price: ..................................... The issue price of the Notes (the "Issue Price") will be determined between the Issuer and the Managers on the basis of a bookbuilding process and will be published in the Pricing Notice. Form: .............................................. The Notes will be issued in the format of a "new global note". The Notes will initially be represented by a temporary global bearer note (the "Temporary Global Note"), without interest coupons, which will be deposited with a common safekeeper for both Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream Luxembourg", and, together with Euroclear, the "ICSDs") on or around the Issue Date. The Notes have been accepted for clearance through Euroclear and Clearstream Luxembourg. Except as otherwise described herein, interests in the Temporary Global Note will be exchangeable for interests in a permanent global note (the "Permanent Global Note" and, each of the Temporary Global Note and the Permanent Global Note, a "Global Note" and, together, the "Global Notes") without interest coupons, not earlier than 40 days after the Issue Date upon certification as to non-U.S. beneficial ownership (subject to certain exceptions set forth in the certification). Principal Paying Agent:................. Deutsche Bank Aktiengesellschaft Paying Deutsche Bank Luxembourg S.A. Agent…………………….. Luxembourg Listing Agent: .......... Deutsche Bank Luxembourg S.A. The Notes are intended to be held in a manner which will allow Eurosystem eligibility. This simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend on satisfaction of the Eurosystem eligibility criteria. The Notes are being issued in bearer form and will not be represented by definitive Notes. Status:............................................. The Notes constitute direct, unconditional, unsubordinated and unsecured obligations of the Issuer ranking pari passu among themselves and pari passu with all other unsecured and unsubordinated obligations of the Issuer, present and future, unless such obligations are accorded priority under mandatory provisions of statutory law. Early Redemption: ......................... If, as a result of any change in, or amendment to, the laws or regulations prevailing in Germany, certain withholding taxes are levied on payments of principal or interest in respect of the Notes and the Issuer is obliged to pay Additional Amounts (as defined in § 6 of the Terms and Conditions of the Notes), the Issuer may redeem the Notes in whole, but not in part. - 8 -
Events of Default: .......................... The Terms and Conditions of the Notes provide for certain events of default entitling the Noteholders to demand an early redemption of the Notes. Cross-Default:…………………… The Terms and Conditions of the Notes provide for a cross-default provision. Negative Pledge: ............................ The Terms and Conditions of the Notes provide for a negative pledge provision. Change of Control:……………… The Terms and Conditions of the Notes provide for a change of control provision. Restrictions on asset disposals:….. The Terms and Conditions of the Notes provide for certain restrictions on the Issuer to dispose of certain of its assets. Schuldverschreibungsgesetz:……. § 5 through § 22 of the German Bond Act (Gesetz über Schuldverschreibungen aus Gesamtemissionen vom 31. Juli 2009 (BGBl. I S. 2512) ("SchVG")), which came into effect on 5 August 2009, shall be applicable in relation to the Notes. Offer of the Notes:......................... The Notes will be sold to institutional investors and retail investors in compliance with the public offer restrictions in force. A public offer will be made in Luxembourg, Germany, The Netherlands and Austria following the effectiveness of the Notification of the Prospectus by the CSSF. Governing Law: ............................. The Notes are governed by German law. Jurisdiction:……………………… Non-exclusive place of jurisdiction for any legal proceedings arising under the Notes is Frankfurt am Main. Listing and Trading of the Notes:.. Application has been made to admit the Notes to listing on the official list of the Luxembourg Stock Exchange and to trading on the Euro MTF operated by the Luxembourg Stock Exchange. Securities Codes:............................ ISIN: Common Code: German Securities Code (WKN): Summary of the "Description of the Issuer" - 9 - XS0456708212 045670821 [●] Evonik Industries AG (the "Issuer" or the "Company" and, together with its consolidated subsidiaries, "Evonik-Group") was formed by memorandum of association dated 19 September 1969 as a limited liability company under German law (Gesellschaft mit beschränkter Haftung) under the legal name "GMT Chemie- Beteiligung Gesellschaft mit beschränkter Haftung" with its registered office in Düsseldorf, Germany. Today, the Issuer is a stock corporation under German law (Aktiengesellschaft) with its registered offices at Rellinghauser Strasse 1-11, 45128 Essen, Germany (Tel.: +49 201 177-01). The Company is registered in the Commercial Register of the Local Court (Amtsgericht) of Essen under the number HRB 19474. Pursuant to section 2 of its Articles of Association (Satzung) the object of the Issuer is to manage a group of companies operating principally in the areas of chemicals, energy and real estate. The Company is authorised to undertake all business and other activities connected with the object of the Company or that serve the object of the Company. It may also itself operate in the areas set out above. Within the scope of the object of the Company it may establish, acquire or take stakes in other companies, combine them under uniform
Page 1 and 2: Prospectus dated 5 October 2009 Evo
Page 3 and 4: RESPONSIBILITY STATEMENT Evonik Ind
Page 5 and 6: subsequent to the date hereof or th
Page 7: SUMMARY OF THE PROSPECTUS The follo
Page 11 and 12: Summary of the Risk Factors An inve
Page 13 and 14: Investment risks: Investments under
Page 15 and 16: gerated worden sind, erhöht sich d
Page 17 and 18: Zusammenfassung der Emittentenbesch
Page 19 and 20: Rating der Schuldverschreibungen: E
Page 21 and 22: konzerninterne Leistungen neu bewer
Page 23 and 24: Rating of the Notes A rating of the
Page 25 and 26: Risks relating to the Issuer Market
Page 27 and 28: certificates is not available or ca
Page 29 and 30: 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
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eauftragten Bank, Finanzinstituts o
Page 63 and 64:
(ii) in Fällen, in denen eine Gese
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"Zinstagequotient" bezeichnet im Hi
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Sobald die Emittentin von einem Rü
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um Konzerngesellschaften oder ein J
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Hauptzahlstelle unterhalten und (ii
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Frankfurt am Main. Die Anleihegläu
Page 75 and 76:
Listing and Trading Information App
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TAXATION The following general disc
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In general, no flat tax will be lev
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SUBSCRIPTION AND SALE The Issuer ha
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General SELLING RESTRICTIONS Each o
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Selling Restrictions Addressing Add
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UNAUDITED CONSOLIDATED SEMI-ANNUAL
Page 89 and 90:
Consolidated interim financial stat
Page 91 and 92:
Page 93 and 94:
Page 95 and 96:
Page 97 and 98:
Page 99:
FR: 1528910_13 AUDITORS TO THE ISSU
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