Obligation Evonik Finance Holding B.V. 0% ( DE000A185QC1 ) en EUR

Evonik Finance Holding B.V.

100 % ▼

Pays-Bas

DE000A185QC1 ( en EUR )

08/03/2021 - Obligation échue

Prospectus brochure de l'obligation Domestic bonds: Evonik Finance B.V DE000A185QC1 en EUR 0%, échue

1 000 EUR

650 000 000 EUR

Les obligations domestiques d'Evonik Finance B.V. sont des titres de créance émis par la filiale néerlandaise d'Evonik Industries, une société chimique allemande, représentant une dette de l'entreprise et offrant un rendement aux investisseurs.

L'Obligation émise par Evonik Finance Holding B.V. ( Pays-Bas ) , en EUR, avec le code ISIN DE000A185QC1, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 08/03/2021

Debt Issuance Programme Prospectus dated 2 April 2019

This document constitutes two base prospectuses for the purposes of article 5.4 of Directive 2003/71/EC of the European
Parliament and of the Council of 4 November 2003, as amended by Directive 2010/73/EU of the European Parliament and of
the Council of 24 November 2010 (the "Prospectus Directive"): (i) the base prospectus of Evonik Industries AG in respect of
non-equity securities within the meaning of Art. 22 No. 6 (4) of the Commission Regulation (EC) No. 809/2004 of 29 April 2004,
as amended ("Non-Equity Securities") and (ii) the base prospectus of Evonik Finance B.V. in respect of Non-Equity Securities
(together, the "Debt Issuance Programme Prospectus" or the "Prospectus").

EVONIK INDUSTRIES AG
(Essen, Federal Republic of Germany)
as Issuer and, in respect of notes (the "Notes") issued by
Evonik Finance B.V., as Guarantor
Evonik Finance B.V.
(Amsterdam, The Netherlands)
as Issuer
EUR 5,000,000,000
Debt Issuance Programme
(the "Programme")
The payments of all amounts due in respect of Notes issued by Evonik Finance B.V. will be unconditionally and irrevocably
guaranteed by Evonik Industries AG.
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") of the Grand Duchy of
Luxembourg in its capacity as competent authority under the Luxembourg act relating to prospectuses for securities (Loi
relative aux prospectus pour valeurs mobilières), which implements the Prospectus Directive into Luxembourg law, for its
approval of this Prospectus for any public offers of Notes under this Programme, inter alia, in the Grand Duchy of Luxembourg.
By approving a prospectus, the CSSF shall give no undertaking as to the economic and financial soundness of the operation or
the quality or solvency of the issuers.
Application has been made to the Luxembourg Stock Exchange to list Notes issued under the Programme on the official list of
the Luxembourg Stock Exchange and to admit Notes to trading on the Regulated Market operated by the Luxembourg Stock
Exchange (Bourse de Luxembourg). The Luxembourg Stock Exchange's (Bourse de Luxembourg) Regulated Market is a
regulated market for the purposes of Directive 2014/65/EU (as amended, "MiFID II") on Markets in Financial Instruments, as
amended. Notes issued under the Programme may also not be listed at all.
Each Issuer has requested the CSSF in its capacity as competent authority to provide the competent authorities in the Republic
of Austria, the Federal Republic of Germany and The Netherlands with a certificate of approval attesting that the Prospectus
has been drawn up in accordance with the Loi relative aux prospectus pour valeurs mobilières ("Notification").
The Notes will be offered to the public in the Grand Duchy of Luxembourg and/or the Republic of Austria and/or the Federal
Republic of Germany and/or The Netherlands. In order to be able to conduct a public offer of Notes in other jurisdictions, each
Issuer may request the CSSF to provide competent authorities in additional Member States within the European Economic
Area with a Notification based on a supplement to this Prospectus.

Arranger

Commerzbank

Dealer

Commerzbank

This Prospectus will be published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu) and on
the website of Evonik Group (www.evonik.com). This Prospectus is valid for a period of twelve months after its approval.

1

RESPONSIBILITY STATEMENT
Evonik Industries AG ("Evonik" or the "Guarantor", together with its consolidated subsidiaries,
"Evonik Group") with its registered office in Essen, Federal Republic of Germany and Evonik Finance
B.V. ("Evonik Finance") with its registered office in Amsterdam, The Netherlands (herein each also
called an "Issuer" and, together, the "Issuers") accept responsibility for the information given in this
Prospectus and for the information which will be contained in the Final Terms (as defined herein).
Each Issuer hereby declares that, having taken all reasonable care to ensure that such is the case,
the information contained in, or incorporated into, this Prospectus is, to the best of its knowledge, in
accordance with the facts and contains no omission likely to affect its import.
CONSENT TO THE USE OF THE PROSPECTUS
With respect to Article 3 (2) of the Prospectus Directive, the relevant Issuer may consent, to the extent
and under the conditions, if any, indicated in the relevant Final Terms, to the use of the Prospectus for
a certain period of time or as long as the Prospectus is valid in accordance with Article 11 of the
Luxembourg act relating to prospectuses for securities (Loi relative aux prospectus pour valeurs
mobilières) which implements the Prospectus Directive and accepts responsibility for the content of
the Prospectus also with respect to subsequent resale or final placement of Notes by any financial
intermediary which was given consent to use the prospectus, if any. For further information, please
refer below to the section of this Prospectus entitled "General Information" and the relevant Final
Terms.
NOTICE
This Prospectus should be read and understood in conjunction with any supplement hereto and with
any other documents incorporated herein by reference. Full information on the Issuers and any
tranche of Notes is only available on the basis of the combination of the Prospectus and the relevant
Final Terms (as defined herein).
Before investing in the Notes, prospective investors should consider al information provided in this
Prospectus and consult with their own professional advisers (including their financial, accounting,
legal and tax advisers) if they consider it necessary.
Each Issuer has confirmed to the Dealers (as defined herein) that this Prospectus contains al
information which is necessary to enable investors to make an informed assessment of the assets
and liabilities, financial position, profit and losses and prospects of the Issuers and the rights attaching
to the Notes which is material in the context of the Programme; that the information contained herein
with respect to the Issuers and the Notes is accurate and complete in all material respects and is not
misleading; that any opinions and intentions expressed herein are honestly held and based on
reasonable assumptions; that there are no other facts with respect to the Issuers or the Notes, the
omission of which would make this Prospectus as a whole or any of such information or the
expression of any such opinions or intentions misleading; that the Issuers have made all reasonable
enquiries to ascertain all facts material for the purposes aforesaid.
Each Issuer and the Guarantor has undertaken with the Dealers (i) to supplement this Prospectus or
to publish a new Prospectus in the event of any significant new factor, material mistake or inaccuracy
relating to the information included in this Prospectus in respect of Notes issued on the basis of this
Prospectus which is capable of affecting the assessment of the Notes and which arises or is noted
between the time when this Prospectus has been approved and the final closing of any tranche of
Notes offered to the public or, as the case may be, when trading (if any) of any tranche of Notes on a
regulated market begins, and (ii) where approval of the CSSF of any such document is required, to
have such document approved by the CSSF.
No person has been authorised to give any information which is not contained in or not consistent
with this Prospectus or any other document entered into in relation to the Programme or any
information supplied by any Issuer or any other information in the public domain and, if given or made,
such information must not be relied upon as having been authorised by the Issuers, the Dealers or
any of them.
Neither the Arranger (as defined herein) nor any Dealer nor any other person mentioned in this
Prospectus, excluding the Issuers and the Guarantor, is responsible for the information contained in

2

this Prospectus or any supplement hereto, or any Final Terms or any document incorporated herein
by reference, and accordingly, and to the extent permitted by the laws of any relevant jurisdiction,
none of these persons accepts any responsibility for the accuracy and completeness of the
information contained in any of these documents. This Prospectus is valid for 12 months after its
approval and this Prospectus and any supplement hereto as well as any Final Terms reflect the status
as of their respective dates of issue. The delivery of this Prospectus or any Final Terms and the
offering, sale or delivery of any Notes may not be taken as an implication that the information
contained in such documents is accurate and complete subsequent to their respective dates of issue
or that there has been no adverse change in the financial situation of the Issuers since such date or
that any other information supplied in connection with the Programme is accurate at any time
subsequent to the date on which it is supplied or, if different, the date indicated in the document
containing the same.
The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of Notes in
certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any
Final Terms come are required to inform themselves about and observe any such restrictions. For a
description of the restrictions applicable in the United States of America, the European Economic
Area in general, the United Kingdom of Great Britain and Northern Ireland, Switzerland, Japan, the
Commonwealth of Australia, the People's Republic of China, Hong Kong, Taiwan and Singapore see
section "Selling Restrictions". In particular, the Notes and the Guarantee have not been and wil not
be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and
the Notes and the Guarantee are subject to tax law requirements of the United States of America.
Subject to certain exceptions, the Notes and the Guarantee may not be offered, sold or delivered
within the United States of America or to U.S. persons.
The language of this Prospectus is English. The German versions of the English language sets of the
Terms and Conditions and the Guarantee are shown in the Prospectus for additional information. As
to form and content, and all rights and obligations of the Holders and the Issuer under the Notes to be
issued, German is the controlling legally binding language if so specified in the relevant Final Terms.
In respect of the Guarantee, the German language version is always controlling and legal y binding as
to form and content, and all rights and obligations of the Holders and the Guarantor thereunder.
This Prospectus may only be used for the purpose for which it has been published.
This Prospectus and any Final Terms may not be used for the purpose of an offer or
solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised
or to any person to whom it is unlawful to make such an offer or solicitation.
This Prospectus and any Final Terms do not constitute an offer or an invitation to subscribe
for or purchase any Notes.
In connection with the issue of any tranche of Notes under the Programme, the Dealer or
Dealers (if any) named as stabilizing manager(s) in the applicable Final Terms (or persons
acting on behalf of a stabilizing manager) may over-allot Notes or effect transactions with a
view to supporting the market price of the Notes at a level higher than that which might
otherwise prevail. However, stabilization may not necessarily occur. Any stabilization action
may begin on or after the date on which adequate public disclosure of the terms of the offer of
the relevant tranche of Notes is made and, if begun, may cease at any time, but it must end no
later than the earlier of 30 days after the Issue Date and 60 days after the date of the allotment
of the relevant tranche of Notes.
Amounts payable under the Notes may be calculated by reference to EURIBOR, which is currently
provided by European Money Markets Institute ("EMMI") or LIBOR, which is currently provided by ICE
Benchmark Administration ("IBA") or CNH HIBOR, which is currently provided by Treasury Marktes
Association ("TMA"). As at the date of this Prospectus, EMMI and TMA do not appear on the register
of administrators and benchmarks established and maintained by the European Securities and
Markets Authority (the "ESMA") pursuant to article 36 of the Benchmark Regulation (Regulation (EU)
2016/1011) (the "Benchmark Regulation") while IBA has been included therein as of 30 April 2018.
As far as the Issuers are aware, the transitional provisions in Article 51 of the Benchmark Regulation
apply, such that EMMI and TMA are not currently required to obtain authorisation or registration (or, if
located outside the European Union, recognition, endorsement or equivalence).

3

IMPORTANT EEA RETAIL INVESTORS
If the Final Terms in respect of any Notes include a legend entitled "Prohibition of Sales to EEA
Retail Investors", the Notes are not intended to be offered, sold or otherwise made available to and
should not be offered, sold or otherwise made available to any retail investor in the European
Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more)
of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU ("MiFID II"); (i ) a
customer within the meaning of Directive 2016/97/EU ("Insurance Distribution Directive"), where
that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID
II; or (i i) not a qualified investor as defined in Directive 2003/71/EC (as amended, the "Prospectus
Directive"). Consequently, no key information document required by Regulation (EU) No 1286/2014
(as amended or superseded, the "PRIIPs Regulation") for offering or selling the Notes or otherwise
making them available to retail investors in the EEA has been prepared and therefore offering or
selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful
under the PRIIPS Regulation.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET
The Final Terms in respect of any Notes may include a legend entitled "MiFID II Product Governance"
which wil outline the target market assessment in respect of the Notes and which channels for
distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending
the Notes (a "distributor") should take into consideration the target market assessment; however, a
distributor subject to MiFID II is responsible for undertaking its own target market assessment in
respect of the Notes (by either adopting or refining the target market assessment) and determining
appropriate distribution channels.
A determination wil be made in relation to each issue about whether, for the purpose of the MiFID
Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance
Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but
otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a
manufacturer for the purpose of the MiFID Product Governance Rules.

4

FORWARD-LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements. A forward-looking statement is a
statement that does not relate to historical facts and events. They are based on analyses or forecasts
of future results and estimates of amounts not yet determinable or foreseeable. These forward-looking
statements are identified by the use of terms and phrases such as "anticipate", "believe", "could",
"estimate", "expect", "intend", "may", "plan", "predict", "project", "wil " and similar terms and phrases,
including references and assumptions. This applies, in particular, to statements in this Prospectus
containing information on future earning capacity, plans and expectations regarding Evonik Group's
business and management, its growth and profitability, and general economic and regulatory
conditions and other factors that affect it.
Forward-looking statements in this Prospectus are based on current estimates and assumptions that
the Issuers make to the best of their present knowledge. These forward-looking statements are
subject to risks, uncertainties and other factors which could cause actual results, including Evonik
Group's financial condition and results of operations, to differ materially from and be worse than
results that have expressly or implicitly been assumed or described in these forward-looking
statements. Evonik Group's business is also subject to a number of risks and uncertainties that could
cause a forward-looking statement, estimate or prediction in this Prospectus to become inaccurate.
Accordingly, investors are strongly advised to read the following sections of this Prospectus: "Risk
Factors", "Evonik Industries AG as Issuer and Guarantor" and "Evonik Finance B.V. as Issuer". These
sections include more detailed descriptions of factors that might have an impact on Evonik Group's
business and the markets in which it operates.
In light of these risks, uncertainties and assumptions, future events described in this Prospectus may
not occur. In addition, neither the Issuers nor the Dealers assume any obligation, except as required
by law, to update any forward-looking statement or to conform these forward-looking statements to
actual events or developments.
Without prejudice to the issuance of Notes in other currencies, in this Prospectus, all references to "",
"EUR" or "Euro" are to the single currency which was introduced on 1 January 1999 with the start of
the third stage of European Economic and Monetary Union, references to "CHF" are to the currency of
Switzerland, references to "SEK" are to the currency of the Kingdom of Sweden, references to "NOK"
are to the currency of the Kingdom of Norway, references to "RMB" are to the currency of the
People's Republic of China, references to "USD" are to the currency of the United States of America,
references to "AUD" are to the currency of the Commonwealth of Australia, references to "CAD" are to
the currency of Canada, references to "GBP" are to the currency of the United Kingdom of Great
Britain and Northern Ireland and references to "Yen" are to the currency of Japan.

5
TABLE OF CONTENTS

Page
Summary ................................................................................................................................................. 6
Section A Introduction and Warnings ............................................................................................... 7
Section B Evonik Industries AG as Issuer and Guarantor................................................................ 8
Section B Evonik Finance Europe B.V. as Issuer .......................................................................... 10
Section C The Notes ...................................................................................................................... 12
Section D Risks specific to Evonik Industries AG .......................................................................... 19
Section D Risks specific to Evonik Finance B.V. ............................................................................ 21
Section D Risks specific to the Notes ............................................................................................. 21
Section E Offer of the Notes ........................................................................................................... 27
German Translation of the Summary .................................................................................................... 28
Abschnitt A Einleitung und Warnhinweise ...................................................................................... 28
Abschnitt B Evonik Industries AG als Emittentin und Garantin ...................................................... 29
Abschnitt B Evonik Finance B.V. als Emittentin ............................................................................. 32
Abschnitt C Die Schuldverschreibungen ........................................................................................ 34
Abschnitt D Risiken, die Evonik Industries AG eigen sind ............................................................. 42
Abschnitt D Risiken, die Evonik Finance B.V. eigen sind............................................................... 45
Abschnitt D Risiken, die den Schuldverschreibungen eigen sind .................................................. 45
Abschnitt E Angebot von Schuldverschreibungen ......................................................................... 52
Risk Factors .......................................................................................................................................... 54
Risk Factors regarding EVONIK INDUSTRIES AG and EVONIK GROUP.................................... 54
Risk Factors regarding EVONIK FINANCE B.V. ............................................................................ 63
Risk Factors regarding the Notes .................................................................................................. 63
General Description of the Programme ................................................................................................ 75
General .......................................................................................................................................... 75
Issue Procedures ............................................................................................................................ 76
EVONIK INDUSTRIES AG as Issuer and Guarantor ........................................................................... 79
Business Overview Principal Activities and Principal Markets ........................................................... 90
EVONIK Finance B.V. as Issuer ......................................................................................................... 100
Terms and Conditions of the Notes (English Language Version) ....................................................... 103
OPTION I Terms and Conditions that apply to Notes with fixed interest rates ........................ 104
OPTION II Terms and Conditions that apply to Notes with floating interest rates ................... 124
OPTION III Terms and Conditions that apply to Zero Coupon Notes ....................................... 147
Terms and Conditions of the Notes (German Language Version) ..................................................... 166
OPTION I - Anleihebedingungen für Schuldverschreibungen mit fester Verzinsung ................... 167
OPTION II - Anleihebedingungen für Schuldverschreibungen mit variabler Verzinsung ............. 190
OPTION III - Anleihebedingungen für Zero-Coupon-Schuldverschreibungen ............................. 216
Guarantee (German Language Version) ............................................................................................ 237
Guarantee (English Translation) ......................................................................................................... 241
Form of Final Terms ............................................................................................................................ 245
Description of Rules Regarding Resolutions of Holders ..................................................................... 265
Use of Proceeds .................................................................................................................................. 267
Taxation............................................................................................................................................... 268
Selling Restrictions .............................................................................................................................. 282
General Information ............................................................................................................................ 289
Interest of Natural and Legal Persons involved in the Issue/Offer ............................................... 289
Authorisation ................................................................................................................................. 289
Consent to the Use of the Prospectus .......................................................................................... 289
Listing and Admission to Trading ................................................................................................. 290
Clearing Systems.......................................................................................................................... 290

6
Documents on Display .................................................................................................................. 290
Documents Incorporated by Reference .............................................................................................. 292
Documents incorporated by Reference ........................................................................................ 292
Cross-reference list of Documents incorporated by Reference ................................................... 292
Availability of Incorporated Documents ....................................................................................... 293
Names and Addresses ........................................................................................................................ 294

7
SUMMARY
Summaries are made up of disclosure requirements known as "Elements". These Elements are
numbered in Sections A E (A.1 E.7).
This summary (the "Summary") contains all the Elements required to be included in a summary for
this type of Notes and Issuers. Because some Elements are not required to be addressed, there may
be gaps in the numbering sequence of the Elements.1
Even though an Element may be required to be inserted in the Summary because of the type of Notes
and the relevant Issuer, it is possible that no relevant information can be given regarding the Element.
In this case, a short description of the Element is included in the Summary with the mention of "not
applicable".
Element
Section A Introduction and warnings
A.1
Warning that:
this Summary should be read as an introduction to the Prospectus;
any decision to invest in the Notes should be based on consideration of the
Prospectus as a whole by the investor;
where a claim relating to the information contained in the Prospectus is brought
before a court, the plaintiff investor might, under the national legislation of the
Member States, have to bear the costs of translating the Prospectus, before the
legal proceedings are initiated; and
civil liability attaches only to the Issuers which have tabled the Summary including
any translation thereof, but only if the Summary is misleading, inaccurate or
inconsistent when read together with the other parts of the Prospectus or it does not
provide, when read together with the other parts of the Prospectus, key information
in order to aid investors when considering whether to invest in the Notes.
A.2
Each of [] [and/or each further financial intermediary] subsequently reselling or final y
placing the Notes in [the Grand Duchy of Luxembourg][,] [and] [the Republic of Austria][,]
[and] [the Federal Republic of Germany][,] [and] [The Netherlands][,] [and] [insert other
jurisdiction into which the Prospectus has been passported based on a
supplement to this Prospectus] is entitled to use the Prospectus for the subsequent
resale or final placement of the Notes during the offer period from [] to [], provided
however, that the Prospectus is stil valid in accordance with Article 11 of the
Luxembourg act relating to prospectuses for securities (Loi relative aux prospectus pour
valeurs mobilières) which implements Directive 2003/71/EC of the European Parliament
and of the Council of 4 November 2003 (as amended by Directive 2010/73/EU of the
European Parliament and of the Council of 24 November 2010).
The Prospectus may only be delivered to potential investors together with all
supplements published before such delivery. Any supplement to the Prospectus is
available for viewing in electronic form on the website of the Luxembourg Stock
Exchange (www.bourse.lu) and on the website of Evonik Group (www.evonik.com).
When using the Prospectus, each Dealer and/or relevant further financial intermediary
must make certain that it complies with al applicable laws and regulations in force in the
respective jurisdictions.

1 The Summary contains options, characterised by square brackets (other than the respective translations of
specific legal terms), and placeholders regarding the Notes to be issued under the Programme. The
summary of the individual issue of Notes will include the options relevant to this issue of Notes as
determined by the applicable Final Terms and will contain the information, which had been left blank, as
completed by the applicable Final Terms.

8
In the event of an offer being made by a Dealer and/or a further financial
intermediary, the Dealer and/or the further financial intermediary shall provide
information to investors on the terms and conditions of the Notes at the time of
that offer.

Element
Section B Evonik Industries AG as [Issuer] [Guarantor]
B.1
Legal and commercial name
Evonik Industries AG ("Evonik" and, together with its
consolidated subsidiaries, "Evonik Group").
B.2
Domicile / Legal form /
Evonik is incorporated under the laws of Germany in
Legislation / Country of
Essen, Germany as a joint stock corporation
incorporation
(Aktiengesel schaft, AG). Its registered office is located
at Rellinghauser Straße 1-11, 45128 Essen, Federal
Republic of Germany. Evonik operates under the
company law of Germany.
B.4b
Known trends affecting the
Development in the global economy generally affects
Issuer and the industries in
Evonik Group's sales and earnings and cyclicality may
which it operates
adversely affect operating margins. In addition,
significant variations in the cost and availability of raw
materials, energy, precursors and intermediates may
adversely affect Evonik Group's operating results.
Evonik Group operates in regulated industries and
changes in regulatory controls and associated
implementation of measures to comply with regulations
could negatively affect Evonik Group's earnings.
B.5
Description of the group and Evonik Group is a producer of specialty chemicals,
the Issuer's position within
active in more than 100 countries worldwide.
the group
Evonik is the parent company of Evonik Group.
B.9
Profit forecast or estimate
Not applicable. No profit forecast or estimate are made.
B.10
Nature of any qualifications
Not applicable. The independent auditor's reports as
in the audit report on
incorporated by reference do not include any
historical financial
qualifications.
information
B.12
Selected historical key financial information

The following table shows selected consolidated financial information for Evonik Group
(prepared in accordance with IFRS):

1 January 2018 
1 January 2017 
31 December 2018
31 December 2017

million EUR (audited)
Sales
15,024
14,383
Adjusted EBITDA1) *
2,601
2,357
Income after taxes
attributable to
Shareholders of Evonik
932
713
Industries AG (net
income)
Cash flow from
1,704
1,551
operating activities

9

31 December 2018
31 December 2017

million EUR (audited)
Total assets
20,282
19,940
Total equity
7,825
7,519
Non-current liabilities
9,103
9,134
Current liabilities
3,354
3,287
1) Earnings before financial result, taxes, depreciation and amortization, after factoring out special items
(adjusted). The special items that are factored out include restructuring, impairment losses / reversals of
impairment losses, income and expenses in connection with the purchase / disposal of investments in
companies, and other income and expense items that, due to their nature or amount, do not reflect the typical
operating business. EBITDA shows operating performance irrespective of the structure of assets and the
investment profile. Evonik Group uses this in particular for internal and external comparisons of the cost
structure and profitability of Evonik Group`s business.
* Adjusted EBITDA is a financial measure presented in this Prospectus which is not a recognised financial
measure under IFRS ("Non-GAAP Financial Measure") and may therefore not be considered as an
alternative to the financial measures defined in the accounting standards in accordance with generally
accepted accounting principles ("GAAP Financial Measures"). The Issuer has provided this Non-GAAP
Financial Measure and other information in this Prospectus because it believes it provides investors with
additional information to assess the economic situation of Evonik Industries AG`s business activities. The
definition of the Non-GAAP Financial Measure may vary from the definition of identically named Non-GAAP
financial measures used by other companies. The Non-GAAP Financial Measure used by the Issuer should
not be considered as an alternative to net income/loss after income taxes, revenues or any other measures
derived in accordance with IFRS as measures of operating performance. This Non-GAAP Financial Measure
have limitations as analytical tools and should not be considered in isolation or as substitutes for analysis of
results as reported under IFRS.

Trend information
There has been no material adverse change in the prospects of Evonik since
31 December 2018. No developments are currently foreseen that are reasonably likely to
have a material effect on Evonik's prospects.

Significant change in the financial and trading position
Not applicable. There has been no significant change in the financial or trading position of
Evonik since 31 December 2018.
B.13
Recent developments
Not applicable. There are no recent developments
particular to Evonik which are to a material extent
relevant to Evonik's solvency.
B.14.
Statement of dependency
Not applicable. Evonik is not dependent upon other
upon other entities within
entities within Evonik Group.
the group
B.15
Principal activities
Evonik conducts activities in the Chemical field in
Germany and abroad, as well as in associated areas,
including the provision of services associated with this.
B.16
Major shareholders
Evonik's current direct major shareholder is RAG-
Stiftung, Essen, Germany (approximately 64 per cent.).