Obligation Evonik Group 1% ( XS1170787797 ) en EUR

Evonik Group

100 % ▼

Allemagne

XS1170787797 ( en EUR )

1% par an ( paiement annuel )

23/01/2023 - Obligation échue

Prospectus brochure de l'obligation Evonik Industries XS1170787797 en EUR 1%, échue

1 000 EUR

750 000 000 EUR

Evonik Industries est une société allemande multinationale spécialisée dans la chimie spécialisée, produisant des matériaux de haute performance, des produits chimiques intermédiaires et des solutions nutritionnelles pour divers secteurs.

L'Obligation émise par Evonik Group ( Allemagne ) , en EUR, avec le code ISIN XS1170787797, paye un coupon de 1% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 23/01/2023

Base Prospectus dated 25 March 2021

This document constitutes a base prospectus for the purposes of Article 8 (1) of the Regulation (EU) 2017/1129 of the
European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation") in respect of non-equity securities
within the meaning of Article 2 (c) of the Prospectus Regulation (the "Base Prospectus").

EVONIK INDUSTRIES AG
(Essen, Federal Republic of Germany)
as Issuer

EUR 5,000,000,000
Debt Issuance Programme

Under the EUR 5,000,000,000 Debt Issuance Programme described in this Base Prospectus (the "Programme"), Evonik
Industries AG ("Evonik" or "Issuer") may from time to time issue notes in bearer form (the "Notes"). The aggregate principal
amount of Notes outstanding will not at any time exceed EUR 5,000,000,000 (or the equivalent in other currencies).

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 Prospectus Regulation and the Luxembourg act relating to
prospectuses for securities dated 16 July 2019 (Loi du 16 juillet 2019 relative aux prospectus pour valeurs mobilières et portant
mise en oeuvre du règlement (UE) 2017/1129, the "Luxemburg Law").
This Base Prospectus has been approved by the CSSF, as competent authority under the Prospectus Regulation. The CSSF
only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by
the Prospectus Regulation. Such approval should not be considered as an endorsement of the respective Issuer or of the
quality of the Notes that are the subject of this Base Prospectus. Investors should make their own assessment as to the
suitability of investing in the Notes.
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.
The Issuer has requested the CSSF in its capacity as competent authority to provide the competent authorities in the Republic
of Austria and the Federal Republic of Germany with a certificate of approval attesting that the Base Prospectus has been
drawn up in accordance with the Prospectus Regulation and the Luxemburg Law ("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. In order to be able to conduct a public offer of Notes in other jurisdictions, the 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 Base Prospectus.

Arranger

Commerzbank

Dealer

Commerzbank

This Base 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 Base Prospectus is valid for a period of twelve months after its
approval.
The validity ends upon expiration of 25 March 2022. There is no obligation to supplement the Base Prospectus in the
event of significant new factors, material mistakes or material inaccuracies when the Base Prospectus is no longer
valid.
Potential investors should be aware that any website referred to in this Base Prospectus does not form part of this Base
Prospectus and has not been scrutinised or approved by the CSSF.

(i)

RESPONSIBILITY STATEMENT
Evonik (and, together with its consolidated subsidiaries, "Evonik Group") with its registered office in
Essen, Federal Republic of Germany accepts responsibility for the information given in this Base
Prospectus and for the information which will be contained in the Final Terms (as defined herein).
The Issuer hereby declares that, to the best of its knowledge, the information contained in the Base
Prospectus is in accordance with the facts and that the Base Prospectus makes no omission likely to
affect its import.
By approving this Base Prospectus, CSSF assumes no responsibility as to the economic and financial
soundness of the transaction and the quality or solvency of the Issuer pursuant to Article 6 (4) of the
Luxembourg Law.
No other person mentioned in this Base Prospectus, other than the Issuer, is responsible for the
information given in this Base Prospectus, and any supplement thereto.
CONSENT TO THE USE OF THE BASE PROSPECTUS
With respect to Article 5 (1) of the Prospectus Regulation in conjunction with Article 23 of the
Commission Delegated Regulation (EU) 2019/980, the Issuer may consent, to the extent and under
the conditions, if any, indicated in the relevant Final Terms, to the use of the Base Prospectus for a
certain period of time or as long as the Base Prospectus is valid in accordance with Article 12 (1) of
the Prospectus Regulation and accepts responsibility for the content of the Base 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 Base Prospectus entitled "General Information" and the relevant Final Terms.
NOTICE
This Base 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 Issuer and any
tranche of Notes is only available on the basis of the combination of the Base Prospectus and the
relevant Final Terms (as defined herein).
Before investing in the Notes, prospective investors should consider al information provided in this
Base Prospectus and consult with their own professional advisers (including their financial,
accounting, legal and tax advisers) if they consider it necessary.
The Issuer has confirmed to the Dealers (as defined herein) that this Base Prospectus contains all
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 Issuer 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 Issuer 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 Issuer or the Notes, the
omission of which would make this Base Prospectus as a whole or any of such information or the
expression of any such opinions or intentions misleading; that the Issuer has made all reasonable
enquiries to ascertain all facts material for the purposes aforesaid.
The Issuer has undertaken with the Dealers (i) to supplement this Base Prospectus or to publish a
new Base Prospectus in the event of any significant new factor, material mistake or inaccuracy
relating to the information included in this Base Prospectus in respect of Notes issued on the basis of
this Base Prospectus which is capable of affecting the assessment of the Notes and which arises or is
noted between the time when this Base 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 Base 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,

(ii)

such information must not be relied upon as having been authorised by the Issuer, the Dealers or any
of them.
Neither the Arranger (as defined herein) nor any Dealer nor any other person mentioned in this Base
Prospectus, excluding the Issuer, is responsible for the information contained in this Base 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 Base Prospectus is valid for 12 months after its approval and this Base
Prospectus and any supplement hereto as wel as any Final Terms reflect the status as of their
respective dates of issue. The delivery of this Base 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 Issuer 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 Base 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 Base
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 have not been and
will not be registered under the United States Securities Act of 1933, as amended (the "Securities
Act"), and the Notes are subject to tax law requirements of the United States of America. Subject to
certain exceptions, the Notes may not be offered, sold or delivered within the United States of
America or to U.S. persons.
The language of this Base Prospectus is English. The German versions of the English language sets
of the Terms and Conditions are shown in the Base Prospectus for additional information. As to form
and content, and all rights and obligations of the holders of the Notes (the "Holders") and the Issuer
under the Notes to be issued, German is the control ing legal y binding language if so specified in the
relevant Final Terms.
Each potential investor in the Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the relevant
Notes, the merits and risks of investing in the relevant Notes and the information contained or
incorporated by reference into this Base Prospectus or any supplement hereto;
(i )
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of
its particular financial situation and the investment(s) it is considering, an investment in the
Notes and the impact the Notes wil have on its overal investment portfolio;
(i i)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the
relevant Notes, including where currency for principal or interest payments is different from
the potential investor's currency;
(iv)
understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of
financial markets;
(v)
be aware that it may be required to pay taxes or other documentary charges or duties in
accordance with the laws and practices of the country where the Notes are transferred or
other jurisdictions;
(vi)
ask for its own tax adviser's advice on its individual taxation with respect to the acquisition,
sale and redemption of the Notes; and
(vii)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear
the applicable risks.

(iii)

This Base Prospectus may only be used for the purpose for which it has been published.
This Base 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 Base Prospectus and any Final Terms do not constitute an offer or an invitation to
subscribe for or purchase any Notes.
Any financial intermediary using this Base Prospectus has to state on its website that it uses
the Base Prospectus in accordance with the consent and the conditions attached thereto.
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.
BENCHMARK REGULATION / STATEMENT IN RELATION TO ADMINISTRATOR'S
REGISTRATION
Amounts payable under the Notes may be calculated by reference to EURIBOR, which is currently
provided by European Money Markets Institute ("EMMI"). As at the date of this Base Prospectus, only
EMMI appears 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), as amended (the "Benchmark Regulation").

PRIIPS REGULATION / 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 (the "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 (as amended,
the "MiFID II"); (i ) a customer within the meaning of Directive 2016/97/EU (as amended,
the "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 (ii ) not a qualified investor as defined in the
Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"). Consequently, no key
information document required by Regulation (EU) No 1286/2014 (as amended, 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.
UK PRIIPS REGULATION / UK Retail Investors
If the Final Terms in respect of any Notes include a legend entitled "Prohibition of Sales to UK 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 United Kingdom ("UK").
For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as
defined in point (8) of Article 2(1) of Commission Delegated Regulation (EU) 2017/565 as it forms part
of English law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"), as amended by the
Markets in Financial Instruments (Amendment) (EU Exit) Regulations 2018; or (i ) a customer within
the meaning of Article 68(1) of the Financial Services and Markets Act 2000 (Regulated Activities)
Order 2001, where that customer would not qualify as a professional client as defined in point (8) of
Article 2(28) of Regulation (EU) No 600/2014 as it forms part of English law by virtue of the EUWA, as
amended by the Markets in Financial Instruments (Amendment) (EU Exit) Regulations 2018.
Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms

(iv)

part of English law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the
Notes or otherwise making them available to retail investors in the UK has been prepared and
therefore offering or selling the Notes or otherwise making them available to any retail investor or in
the UK may be unlawful under the UK 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.
UK MIFIR PRODUCT GOVERNANCE / TARGET MARKET
The Final Terms in respect of any Notes may include a legend entitled "UK MiFIR Product
Governance" which will 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 the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product Governance Rules") 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 will be made in relation to each issue about whether, for the purpose of the UK MiFIR
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 UK MIFIR Product Governance Rules.

(v)

FORWARD-LOOKING STATEMENTS
This Base 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 Base
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 Base Prospectus are based on current estimates and assumptions
that the Issuer makes to the best of its 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 Base Prospectus to become
inaccurate. Accordingly, investors are strongly advised to read the following sections of this Base
Prospectus: "Risk Factors" and "Evonik Industries AG". 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 Base Prospectus
may not occur. In addition, neither the Issuer 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 Base Prospectus, all references
to "", "EUR" or "Euro" are to the currency of the 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.

TABLE OF CONTENTS

GENERAL DESCRIPTION OF THE PROGRAMME .............................................................................. 2
RISK FACTORS ...................................................................................................................................... 4
RISK FACTORS REGARDING EVONIK INDUSTRIES AG AND EVONIK GROUP ..................... 4
RISK FACTORS REGARDING THE NOTES ............................................................................... 13
EVONIK INDUSTRIES AG .................................................................................................................... 19
BUSINESS OVERVIEW PRINCIPAL ACTIVITIES AND PRINCIPAL MARKETS ............................ 30
ISSUE PROCEDURES ......................................................................................................................... 35
TERMS AND CONDITIONS OF THE NOTES ENGLISH LANGUAGE VERSION .............................. 37
OPTION I Terms and Conditions that apply to Notes with fixed interest rates .......................... 38
OPTION II Terms and Conditions that apply to Notes with floating interest rates ..................... 55
TERMS AND CONDITIONS OF THE NOTES GERMAN LANGUAGE VERSION .............................. 73
OPTION I Anleihebedingungen für Schuldverschreibungen mit fester Verzinsung ................... 74
OPTION II Anleihebedingungen für Schuldverschreibungen mit variabler Verzinsung ............. 93
FORM OF FINAL TERMS ................................................................................................................... 114
DESCRIPTION OF RULES REGARDING RESOLUTIONS OF HOLDERS ...................................... 137
USE OF PROCEEDS .......................................................................................................................... 139
WARNING REGARDING TAXATION ................................................................................................. 140
SELLING RESTRICTIONS ................................................................................................................. 141
GENERAL INFORMATION ................................................................................................................. 146
Interests of Natural and Legal Persons involved in the Issue/Offer ............................................ 146
Authorisation ................................................................................................................................ 146
Consent to the Use of the Base Prospectus ............................................................................... 146
Listing and Admission to Trading ................................................................................................ 147
Clearing Systems ........................................................................................................................ 147
Legal Entity Identifier ("LEI") of the Issuer ................................................................................... 147
Documents on Display ................................................................................................................ 147
DOCUMENTS INCORPORATED BY REFERENCE .......................................................................... 149
Documents Incorporated by Reference ...................................................................................... 149
Cross-reference list of Documents incorporated by Reference .................................................. 149
Availability of Documents ............................................................................................................ 150
NAMES AND ADDRESSES................................................................................................................ 151

2
GENERAL DESCRIPTION OF THE PROGRAMME
Under this EUR 5,000,000,000 Debt Issuance Programme, Evonik Industries AG (the "Issuer") may
from time to time issue notes (the "Notes") to Commerzbank Aktiengesellschaft as Dealer and any
additional dealer appointed under the Programme from time to time by the Issuer(s), which
appointment may be for a specific issue or on an ongoing basis (together, the "Dealers").
Commerzbank Aktiengesel schaft acts as arranger in respect of the Programme (the "Arranger").
The maximum aggregate principal amount of the Notes outstanding at any one time under the
Programme wil not exceed EUR 5,000,000,000 (or its equivalent in any other currency or currencies,
including but not limited to USD, RMB, JPY, CHF, SEK, NOK, AUD, CAD, GBP). The Issuer may
increase the amount of the Programme in accordance with the terms of the Dealer Agreement (as
defined herein) from time to time.
Notes may be issued on a continuing basis to one or more of the Dealers. Notes may be distributed
by way of public offer or private placements and, in each case, on a syndicated or non-syndicated
basis. The method of distribution of each tranche of Notes (the "Tranche") will be stated in the
relevant final terms (the "Final Terms"). Notes may be offered to qualified investors and/or retail
investors as further specified in the relevant Final Terms.
Notes will be issued in Tranches, each Tranche in itself consisting of Notes, which are identical in all
respects. One or more Tranches, which are expressed to be consolidated and forming a single series
and identical in all respects, but having different issue dates, interest commencement dates, issue
prices and dates for first interest payments may form a series (the "Series") of Notes. Further Notes
may be issued as part of existing Series.
Notes will be issued in such denominations as may be agreed between the Issuer and the relevant
Dealer(s) and as indicated in the applicable Final Terms save that the minimum denomination of the
Notes will be, if in Euro, EUR 1,000, and, if in any currency other than Euro, an amount in such other
currency which is at least equivalent to EUR 1,000 at the time of the issue of Notes. Subject to any
applicable legal or regulatory restrictions, and requirements of relevant central banks, Notes may be
issued in Euro or any other currency.
The price and amount of Notes to be issued under the Programme wil be determined by the Issuer
and each relevant Dealer at the time of issue in accordance with prevailing market conditions.
Notes will be issued with a maturity of six months or more. The Notes wil be freely transferable.
Notes may be issued at an issue price, which is at par or at a discount to, or premium over, par, as
stated in the relevant Final Terms. The issue price for Notes to be issued will be determined at the
time of pricing on the basis of a yield which wil be determined on the basis of the orders of the
investors which are received by the Dealers during the offer period. Orders wil specify a minimum
yield and may only be confirmed at or above such yield. The resulting yield wil be used to determine
an issue price, all to correspond to the yield.
The yield for Notes with fixed interest rates wil be calculated by the use of the ICMA method, which
determines the effective interest rate of notes taking into account accrued interest on a daily basis.
Application has been made to the CSSF of the Grand Duchy of Luxembourg in its capacity as
competent authority under the Prospectus Regulation and the Luxembourg act relating to
prospectuses for securities dated 16 July 2019 (Loi du 16 juillet 2019 relative aux prospectus pour
valeurs mobilières et portant mise en oeuvre du règlement (UE) 2017/1129, the "Luxemburg Law"),
for its approval of this Base Prospectus for any public offers of Notes under this Programme, inter alia,
in the Grand Duchy of Luxembourg.
Application has been made to the Luxembourg Stock Exchange for Notes issued under this
Programme to be admitted to trading on the Regulated Market of the Luxembourg Stock Exchange
(Bourse de Luxembourg) and to be listed on the official list of the Luxembourg Stock Exchange. Notes
may further be issued under the Programme which wil not be listed on any stock exchange.

3

Notes will be accepted for clearing through one or more Clearing Systems as specified in the
applicable Final Terms. These systems wil comprise those operated by Clearstream Banking AG,
Frankfurt am Main, Clearstream Banking S.A., Luxembourg and Euroclear Bank SA/NV. The Notes
are intended to be held in a manner, which would allow Eurosystem eligibility. Therefore, the Notes
will be deposited initially upon issue with in the case of (i) a new global note either Clearstream
Banking S.A., Luxembourg or Euroclear Bank SA/NV as common safekeeper or, (ii) a classical global
note Clearstream Banking AG, Frankfurt. It does not necessarily mean that the Notes wil be
recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the
Eurosystem either upon issue or at any or al times during their life. Such recognition will depend upon
satisfaction of the Eurosystem eligibility criteria.
Deutsche Bank Luxembourg S.A. wil act as Luxembourg Listing Agent and Deutsche Bank
Aktiengesel schaft will act as fiscal agent and paying agent (the "Fiscal Agent").
The Final Terms in respect of any Notes wil 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, 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.
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 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 MiFID II; (i ) a customer within the meaning of the 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 (ii ) not a qualified investor as defined in the Prospectus Regulation. Consequently, no key
information document required by 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.
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 United Kingdom ("UK").
For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as
defined in point (8) of Article 2(1) of Commission Delegated Regulation (EU) 2017/565 as it forms part
of English law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"), as amended by the
Markets in Financial Instruments (Amendment) (EU Exit) Regulations 2018; or (i ) a customer within
the meaning of Article 68(1) of the Financial Services and Markets Act 2000 (Regulated Activities)
Order 2001, where that customer would not qualify as a professional client as defined in point (8) of
Article 2(28) of Regulation (EU) No 600/2014 as it forms part of English law by virtue of the EUWA, as
amended by the Markets in Financial Instruments (Amendment) (EU Exit) Regulations 2018.
Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms
part of English law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the
Notes or otherwise making them available to retail investors in the UK has been prepared and
therefore offering or selling the Notes or otherwise making them available to any retail investor or in
the UK may be unlawful under the UK PRIIPs Regulation.

4

RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the
Notes.
The risk factors are presented in a limited number of categories depending on their nature. In each
category the most material risk factor is mentioned first according to the assessment of the Issuer.
The Issuer assessed the materiality of the risk factors based on the probability of their occurrence and
the expected magnitude of their negative impact.
RISK FACTORS REGARDING EVONIK INDUSTRIES AG AND EVONIK GROUP
1. Market Risks
1.1
Market and Global Economic Risks
Evonik Group operates its business in more than 100 countries and generates its sales mainly outside
of Germany. Therefore, Evonik Group is inherently exposed to the general economic risks of the
countries and regions in which it operates. This general economic risk is driven by various factors, inter
alia, (i) the volatility and cyclicality of the global chemical markets and their dependence on
developments, (i ) the level of sovereign debt and (i i) a weak economic climate
(i) The volatility and cyclicality of the global chemical markets and their dependence on developments
in customer industries harbour opportunities and risks with respect to the business activities of
Evonik Group's chemicals business. In addition, Evonik Group's risk profile is influenced by
structural changes in markets, such as the entry of new suppliers, the migration of customers to
countries with lower costs, and product substitution or market consolidation trends in some sectors.
(i ) Concerns over the level of sovereign debt in many developed countries, particularly in the
Eurozone and the United States, have led to high levels of uncertainty in many economies,
industries and markets, have resulted in reduced economic growth.
(i i) A weak economic climate and weak demand in customer industries that might inter alia be caused
by pandemics may lead to significant reductions in demand for Evonik Group's products resulting in
adverse effects on Evonik Group's sales and consequently profit and cash flow. As a specialty
chemicals company, Evonik Group features a significant fixed cost base and a continuing
substantial investment program, hence a decrease in sales volumes could have a material adverse
impact on Evonik Group's results of operations.
The realisation of any of these risks could have an adverse effect on Evonik Group's business, results of
operations, cash flows and financial condition, which could in turn adversely affect Evonik Group's
financing conditions or cause the market price of the Notes to decline.
1.2
Evonik Group's markets may become more intensively competitive
Evonik Group is participating in competitive markets. These markets may become intensively
competitive over time. Changes in demand and supply can have a considerable impact on Evonik
Group's business volumes and sales. There are associated risks, for example, for Evonik Group's C4
chemicals and amino business.
Evonik believes that the major factors influencing the relative competitive situation of companies in the
specialty chemicals business are competitors' relative ability to innovate and improve production
processes, the results of their efforts to do so and the effects of a range of regional factors on production
costs, including lower wages in developing countries, less stringent environmental regulations, and
favourable exchange rates. Certain of Evonik Group's specialty chemical products are already relatively
standardised. Others are at risk of becoming standardised products and may show a trend towards
commoditisation which may significantly affect Evonik's margins. Further risks could arise from
disadvantages of distributions channels.
The materialisation of the aforementioned risk could have an adverse effect on the market position and
the market share of Evonik Group's specialty business resulting in adverse effects on prices, volumes
and realisable margins. This could negatively impact cash flows and financial condition which could in