Bond Evonic 2.125% ( DE000A2GSFF1 ) in EUR

Evonic

100 % ▼

Germany

DE000A2GSFF1 ( in EUR )

2.125% per year ( payment 1 time a year)

06/07/2077

Prospectus brochure of the bond Evonik DE000A2GSFF1 en EUR 2.125%, maturity 06/07/2077

100 000 EUR

500 000 000 EUR

07/11/2026 ( In 327 days )

Evonik is a German specialty chemicals company operating globally in nutrition & care, resource efficiency, and performance materials.

Evonik, a leading German specialty chemicals company renowned for its global operations and diverse product portfolio across various industries including consumer goods and animal nutrition, has issued a long-term bond with ISIN DE000A2GSFF1, originating from Germany, which is currently priced at 100% of its face value in EUR, offering an annual interest rate of 2.125% payable once a year, as part of a total issue size amounting to ?500,000,000, with a minimum lot size for investment set at ?100,000, and bearing an extended maturity date of July 6, 2077.

Prospectus dated 30 June 2017

EVONIK INDUSTRIES AG
(Essen, Federal Republic of Germany)
EUR 500,000,000 Subordinated Resettable Fixed Rate
Notes due 2077
ISIN: DE000A2GSFF1, Common Code: 164260704, WKN: A2GSFF
Issue Price: 99.383 per cent.
Evonik Industries AG, Rellinghauser Str. 1-11, 45128 Essen (the "Issuer" or "Evonik ") will issue on 7 July 2017 (the "Interest
Commencement Date") EUR 500,000,000 Subordinated Resettable Fixed Rate Notes due 7 July 2077 (the "Notes") in the
denomination of EUR 1,000 each.
The Notes will be governed by the laws of the Federal Republic of Germany ("Germany").
The Notes will bear interest from and including the Interest Commencement Date to but excluding 7 November 2022 (the "First
Call Date") at a rate of 2.125 per cent. per annum, payable annually in arrear on 7 November of each year, commencing on
7 November 2017 (short first coupon). Thereafter, unless previously redeemed, the Notes will bear interest from and including
the First Call Date to but excluding 7 November 2027 (the "First Modified Reset Date") at a rate per annum equal to the 5-year
EUR Swap Rate for the relevant Reset Period (each as defined in § 3(6) of the terms and conditions of the Notes (the "Terms
and Conditions")) plus a margin of 195.1 basis points per annum (not including a step-up) (the "Margin"), payable in arrear on
7 November of each year, commencing on 7 November 2023. Thereafter, unless previously redeemed, the Notes will bear
interest from and including the First Modified Reset Date to but excluding 7 November 2042 (the "Second Modified Reset
Date") at a rate per annum equal to the 5-year EUR Swap Rate for the relevant Reset Period plus a margin of 220.1 basis
points per annum (including a step-up of 25 basis points), payable on 7 November of each year, commencing on 7 November
2028. Thereafter, unless previously redeemed, the Notes will bear interest from and including the Second Modified Reset Date
to but excluding 7 July 2077 (the "Maturity Date") at a rate per annum equal to the 5-year EUR Swap Rate for the relevant
Reset Period plus a margin of 295.1 basis points per annum (including a step-up of 100 basis points), payable on 7 November
of each year, commencing on 7 November 2043. The 5-year EUR Swap Rate will reset on the First Call Date and each fifth
anniversary of the First Call Date (each a "Reset Date") for a period from and including the First Call Date to but excluding the
next following Reset Date and thereafter from and including each Reset Date to but excluding the next following Reset Date
and, in the case of the final Reset Period, from and including the final Reset Date to but excluding the Maturity Date.

The Issuer is entitled to defer interest payments under certain circumstances (as set out in § 4(1) of the Terms and
Conditions) (such payments the "Deferred Interest Payments"). The Issuer may pay such Deferred Interest Payments
(in whole or in part) at any time upon due notice (as set out in § 4(2) of the Terms and Conditions) and it shall pay such
Deferred Interest Payments (in whole, but not in part) under certain other circumstances (as set out in § 4(3) of the
Terms and Conditions). Such Deferred Interest Payments will not bear interest themselves.
Unless previously redeemed or repurchased and cancelled, the Notes will be redeemed at par on the Maturity Date.
The Notes will be represented by a global note without interest coupons (the "Global Note"). The Global Note will be kept in
custody by Clearstream Banking AG, Frankfurt am Main ("Clearstream").
This prospectus (the "Prospectus") constitutes a prospectus within the meaning of Article 5.3 of Directive 2003/71/EC of the
European Parliament and of the Council of 4 November 2003 (as amended, inter alia, by Directive 2010/73/EU) (the
"Prospectus Directive"). This Prospectus will be published in electronic form together with all documents incorporated by
reference on the website of the Luxembourg Stock Exchange (www.bourse.lu).
This Prospectus has been approved by the Commission de Surveillance du Secteur Financier, Luxembourg ("CSSF") in its
capacity as competent authority under the Luxembourg Act dated 10 July 2005 relating to prospectuses for securities (Loi du
10 juillet 2005 relative aux prospectus pour valeurs mobilières), as amended (the "Luxembourg Prospectus Law"). By
approving this Prospectus, the CSSF gives no undertaking as to the economic and financial soundness of the operation or the
quality or solvency of the Issuer in line with the provisions of article 7 (7) of the Luxembourg Prospectus Law. The Issuer has
requested the CSSF to provide the competent authorities in Austria, Germany and The Netherlands, and may request the CSSF
to provide competent authorities in additional host Member States within the European Economic Area, with a certificate of
approval attesting that this Prospectus has been drawn up in accordance with the Luxembourg Prospectus Law.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act")
and subject to certain exceptions, the Notes may not be offered or sold within the United States or to, or for the account or

benefit of, U.S. persons.

Application has been made to the Luxembourg Stock Exchange for the Notes to be listed on the official list of the Luxembourg
Stock Exchange (the "Official List") and to be admitted to trading on the Luxembourg Stock Exchange's regulated market. The
Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of Directive 2004/39/EC of the
European Parliament and of the Council of 21 April 2004 on markets in financial instruments.

Structuring Advisor
Deutsche Bank

Joint Bookrunners
BofA Merrill Lynch
Citigroup
Credit Suisse
Deutsche Bank
2

RESPONSIBILITY STATEMENT
The Issuer with its registered office in Essen, Germany, accepts responsibility for the information
contained in this Prospectus and hereby declares that, having taken all reasonable care to ensure that
such is the case, the information contained in this Prospectus is, to the best of its knowledge, in
accordance with the facts and does not omit anything likely to affect the import of such information.
The Issuer further confirms that (i) this Prospectus contains al information with respect to the Issuer and
its subsidiaries taken as a whole (the "Evonik Group" or the "Group") and to the Notes which is
material in the context of the issue and offering of the Notes, including al information which, according to
the particular nature of the Issuer and of the Notes is necessary to enable investors and their investment
advisers to make an informed assessment of the assets and liabilities, financial position, profits and
losses, and prospects of the Issuer and the Group and of the rights attached to the Notes; (i ) the
statements contained in this Prospectus relating to the Issuer, the Group and the Notes are in every
material particular true and accurate and not misleading; (ii ) there are no other facts in relation to the
Issuer, the Group or the Notes the omission of which would, in the context of the issue and offering of
the Notes, make any statement in this Prospectus misleading in any material respect; and
(iv) reasonable enquiries have been made by the Issuer to ascertain such facts and to verify the
accuracy of all such information and statements.
NOTICE
No person is authorised to give any information or to make any representation other than those
contained in this Prospectus and, if given or made, such information or representation must not be relied
upon as having been authorised by or on behalf of the Issuer or the Joint Bookrunners (as defined in the
section "Offer, Sale and Subscription of the Notes").
This Prospectus should be read and understood in conjunction with any supplement hereto and with any
documents incorporated herein or therein by reference.
This Prospectus contains certain forward-looking statements, including statements using the words
"believes", "anticipates", "intends", "expects" or other similar terms. This applies in particular to
statements under the caption "GENERAL INFORMATION ON THE ISSUER AND THE GROUP" and
statements elsewhere in this Prospectus relating to, among other things, the future financial
performance, plans and expectations regarding developments in the business of the Group. These
forward-looking statements are subject to a number of risks, uncertainties, assumptions and other
factors that may cause the actual results, including the financial position and profitability of the Group, to
be material y different from or worse than those expressed or implied by these forward-looking
statements. The Issuer does not assume any obligation to update such forward-looking statements and
to adapt them to future events or developments.
Each investor contemplating purchasing any Notes should make its own independent investigation of the
financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. This
Prospectus does not constitute an offer of Notes or an invitation by or on behalf of the Issuer or the Joint
Bookrunners to purchase any Notes. Neither this Prospectus nor any other information supplied in
connection with the Notes should be considered as a recommendation by the Issuer or the Joint
Bookrunners to a recipient hereof and thereof that such recipient should purchase any Notes.
This Prospectus reflects the status as of its date. The offering, sale and delivery of the Notes and the
distribution of this Prospectus may not be taken as an implication that the information contained herein is
accurate and complete subsequent to the date hereof or that there has been no adverse change in the
financial condition of the Issuer since the date hereof.
To the extent permitted by the laws of any relevant jurisdiction, neither any Joint Bookrunners nor any of
its respective affiliates nor any other person mentioned in this Prospectus, except for the Issuer, accepts
responsibility for the accuracy and completeness of the information contained in this Prospectus or any
3

document incorporated by reference, and accordingly, and to the extent permitted by the laws of any
relevant jurisdiction, none of these persons accept any responsibility for the accuracy and completeness
of the information contained in any of these documents. The Joint Bookrunners have not independently
verified any such information and accept no responsibility for the accuracy thereof.
This Prospectus does not constitute, and may not be used for the purposes 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 offer or solicitation.
The distribution of this Prospectus and the offering, sale and delivery of the Notes in certain jurisdictions
may be restricted by law. Persons into whose possession this Prospectus comes are required to inform
themselves about and to observe any such restrictions. For a description of the restrictions applicable in
the European Economic Area, the United States of America and the United Kingdom, see "Offer, Sale
and Subscription of the Notes Selling Restrictions".
The language of this Prospectus is English. In respect of the Terms and Conditions German is the
controlling and legally binding language.
In this Prospectus al references to "", "EUR" or "Euro" are to the currency introduced at the start of the
third stage of the European Economic and Monetary Union, and as defined in Article 2 of Council
Regulation (EC) No 974/98 of 3 May 1998 on the introduction of the Euro, as amended.
IN CONNECTION WITH THE ISSUE OF THE NOTES, DEUTSCHE BANK AG, LONDON BRANCH (OR
PERSONS ACTING ON ITS BEHALF) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS
WITH A VIEW TO SUPPORTING THE PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT
WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, STABILISATION MAY NOT NECESSARILY
OCCUR. ANY STABILISATION ACTION MAY BEGIN AT ANY TIME AFTER THE ADEQUATE PUBLIC
DISCLOSURE OF THE TERMS OF THE OFFER OF THE NOTES AND, IF BEGUN, MAY CEASE AT
ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 CALENDAR DAYS AFTER
THE DATE OF THE RECEIPT OF THE PROCEEDS OF THE ISSUE BY THE ISSUER AND 60
CALENDAR DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. SUCH STABILISING
SHALL BE IN COMPLIANCE WITH LAWS, DIRECTIVES, REGULATIONS AND RULES OF ANY
RELEVANT JURISDICTION.
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TABLE OF CONTENTS
SUMMARY .......................................................................................................................................... 6
GERMAN TRANSLATION OF THE SUMMARY (ZUSAMMENFASSUNG) ...................................... 25
RISK FACTORS ................................................................................................................................ 45
USE OF PROCEEDS ........................................................................................................................ 64
TERMS AND CONDITIONS OF THE NOTES .................................................................................. 65
GENERAL INFORMATION ON THE ISSUER AND THE GROUP ................................................... 99
TAXATION ....................................................................................................................................... 122
OFFER, SALE AND SUBSCRIPTION OF THE NOTES ................................................................. 132
GENERAL INFORMATION ............................................................................................................. 135
DOCUMENTS INCORPORATED BY REFERENCE ...................................................................... 137

5

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 contains all the Elements required to be included in a summary for this type of securities
and Issuer. Because some Elements are not required to be addressed, there may be gaps in the
numbering sequence of the Elements.
Even though an Element may be required to be inserted in the summary because of the type of
securities and 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".
Section A Introduction and warnings
Description of
Element
Element
Disclosure requirement
A.1
Warnings
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 in its Member State, have to bear the
costs of translating the Prospectus before the legal proceedings are
initiated.
Civil liability attaches only to those persons who 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 such
securities.
A.2
Consent to the use The Issuer consents to the use of the Prospectus by Citigroup
of the prospectus
Global Markets Limited, Credit Suisse Securities (Europe) Limited,
Deutsche Bank, London Branch and Merrill Lynch International
(together the "Joint Bookrunners") and/or by all financial
intermediaries (general consent) and accepts responsibility for the
content of the Prospectus also with respect to subsequent resale or
final placement of the Notes by any Joint Bookrunner and/or by any
financial intermediary which was given consent to use the
Prospectus.

Indication of the offer The subsequent resale or final placement of Notes by the Joint
period
Bookrunners and/or by financial intermediaries can be made during
the offer period which is expected to commence on 30 June 2017
and will be open until 7 July 2017 being the date of issuance of the
Notes.
6

Description of
Element
Element
Disclosure requirement

Member States in
The Joint Bookrunners and/or the financial intermediaries may use
which prospectus
the Prospectus for subsequent resale or final placement of the
may be used
Notes in Luxembourg, Austria, Germany and The Netherlands.

Conditions attached
The Joint Bookrunners and any financial intermediary using
to the consent
the Prospectus has to state on its website that it uses the
Prospectus in accordance with the consent and the conditions
attached thereto.

Notice in bold
In the event of an offer being made by a Joint Bookrunner
and/or a financial intermediary, this Joint Bookrunner and/or
financial intermediary will provide information to investors on
the terms and conditions of the offer at the time the offer is
made.
Section B Issuer
Element
Evonik Industries AG
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 audit report does not include any
in the audit report on
qualifications.
historical financial
information
7

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 2016 
1 January 2015 
31 December 2016
31 December 2015

million EUR (audited)
Sales
12,732
13,507
Adjusted EBITDA1)
2,165
2,465
Adjusted EBIT2)
1,448
1,752
Net income
844
991
Cash flow from operating
activities
1,758
1,971

31 December 2016
31 December 2015

million EUR (audited)
Total assets
19,645
17,005
Total equity
7,750
7,576
Non-current liabilities
8,700
6,353
Current liabilities
3,195
3,076

1 January 2017 
1 January 2016 
31 March 2017
31 March 2016

million EUR (unaudited)
Sales
3,683
3,106
Adjusted EBITDA1)
612
565
Adjusted EBIT2)
405
389
Net income
160
240
Cash flow from operating
activities
277
338

31 March 2017
31 December 2016

million EUR (unaudited)
Total assets
19,885
19,645
Total equity
7,786
7,750
Non-current liabilities
8,670
8,700
Current liabilities
3,429
3,195
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. Earnings indicator showing Evonik's operating earnings performance irrespective of the
structure of its assets and its investment profile.
2) Earnings before financial result and taxes, after factoring out special items (adjusted). The special items that
are factored out include restructuring, impairment losses / reversals of impairment losses, income and
8

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. Earnings
indicator showing Evonik's operating earnings performance irrespective of the structure of its assets.

Trend information
There has been no material adverse change in the prospects of Evonik since
31 December 2016. 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 March 2017.
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 business in the area of chemicals
within Germany and abroad, as well as in related areas,
including rendering of services related thereto.
B.16
Major shareholders
Evonik's current direct major shareholder is RAG-
Stiftung, Essen, Germany (approximately 68 per cent.).
B.17
Credit ratings of the Issuer
Credit ratings of Evonik:
or its debt securities
Standard & Poor's Credit Market Services Europe
Limited ("Standard & Poor's") has assigned the long-
term credit rating BBB+ (outlook stable).
Moody's Investors Service Ltd. ("Moody's") has
assigned a Baa1 rating (outlook stable) to Evonik.
It is expected that, upon issuance, the Notes wil be
assigned a rating of BBB- by Standard & Poor's and of
Baa3 by Moody's.

9

Section C Securities
Description of
Element
Element
Disclosure requirement
C.1
Type and class of
The Notes are unsecured.
securities being
Security codes:
offered / security
identification
ISIN: DE000A2GSFF1
numbers
Common Code: 164260704
German Securities Code (WKN): A2GSFF
C.2
Currency
Euro
C.5
Restrictions on free
Not applicable, the Notes are freely transferable.
transferability
C.8
Rights attached to
Rights attached to the Notes:
the Notes, ranking of The Notes entitle the Noteholders, in particular, to the interest
the Notes, limitations payments described in Element C.9.
of the rights attached
to the Notes
Ranking of the Notes:
The obligations of the Issuer under the Notes constitute unsecured
obligations of the Issuer ranking senior only to Junior Instruments,
ranking pari passu among themselves and pari passu with any
Parity Instruments, subordinated to al present and future
unsubordinated and subordinated obligations of the Issuer, except
as otherwise provided by mandatory provisions of law or as
expressly provided for by the terms of the relevant instrument.
"Parity Instrument" means any present or future security,
registered security or other instrument which (i) is issued by the
Issuer and ranks or is expressed to rank pari passu with the Notes,
or (i ) is issued by a Subsidiary and guaranteed by the Issuer or for
which the Issuer has otherwise assumed liability where the Issuer's
obligations under the relevant guarantee or other assumption of
liability rank pari passu with the Issuer's obligations under the
Notes.
"Junior Instrument" means (i) the ordinary shares of the Issuer, (i )
any share of any other class of shares of the Issuer ranking pari
passu with the ordinary shares of the Issuer, (i i) any other security,
registered security or other instrument of the Issuer the Issuer's
obligations under which rank or are expressed to rank pari passu
with the instruments of the Issuer described under (i) and (ii) and
(iv) any present or future security, registered security or other
instrument which is issued by a Subsidiary and guaranteed by the
Issuer or for which the Issuer has otherwise assumed liability where
the Issuer's obligations under such guarantee or other assumption
of liability rank or are expressed to rank pari passu with the
instruments of the Issuer described under (i), (ii) and (ii ).
"Subsidiary" means at any time any enterprise which was fully
consolidated in the latest audited consolidated financial statements
10