Obbligazione Evonik Group 7% ( XS0456708212 ) in EUR

Evonik Group

100 EUR ▲

Germania

XS0456708212 ( in EUR )

7% per anno ( pagato 1 volta l'anno)

14/10/2014 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Evonik Industries XS0456708212 in EUR 7%, scaduta

1 000 EUR

750 000 000 EUR

Evonik Industries è una società chimica tedesca multinazionale leader nella produzione di specialità chimiche, materiali ad alte prestazioni e soluzioni innovative per una vasta gamma di settori industriali.

The Obbligazione issued by Evonik Group ( Germany ) , in EUR, with the ISIN code XS0456708212, pays a coupon of 7% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 14/10/2014

Prospectus dated 5 October 2009

Evonik Industries AG

(a stock corporation (Aktiengesellschaft) under the laws of the Federal Republic of Germany ("Germany"))

Issue of

EUR []

Fixed Rate Notes of 2009/2014

Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF"), in its capacity as
the competent authority under the Luxembourg "Act on Securities Prospectuses" (loi relative aux prospectus pour
valeurs mobilières) (the "Luxembourg Act"), which implements Directive 2003/71/EC (the "Prospectus
Directive"), for its approval of this prospectus (the "Prospectus"). The CSSF is the competent authority under the
Luxembourg Act with regard to the public offer described in the Prospectus.

Evonik Industries AG (the "Issuer") has requested the CSSF to provide the competent authorities in Germany, the
Republic of Austria ("Austria") and The Netherlands with a certificate of approval attesting that the Prospectus has
been drawn up in accordance with the Luxembourg Act (the "Notification"). The Issuer may request the CSSF to
provide competent authorities in additional host member states within the European Economic Area with a
Notification.

This Prospectus has been approved by the CSSF, has been filed with said authority and will be published in
electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu).

Application has been made for admission to listing of the Notes on the official list of the Luxembourg Stock
Exchange and to trading of the Notes on the Euro MTF operated by the Luxembourg Stock Exchange which is a
multilateral trading facility for the purposes of Directive 2004/39/EC and, therefore, not an EU-regulated market.

This Prospectus constitutes a prospectus for purposes of Article 5 of the Prospectus Directive and Article 7 of the
Luxembourg Act.

Joint Lead Managers

Deutsche Bank
HSBC
The Royal Bank of Scotland
UniCredit Group (HVB)

(This page has intentionally been left blank)
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RESPONSIBILITY STATEMENT

Evonik Industries AG with its registered office at Rellinghauser Strasse 1-11, 45128 Essen, Germany, assumes
responsibility for the contents of this Prospectus, including any documents incorporated by reference herein, 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 contains no omission likely to affect
its import.

This Prospectus should be read and understood in conjunction with any supplement hereto and with any other
documents incorporated herein by reference.

The Issuer has confirmed to the managers set forth in the section "Address List" (each a "Manager" and together, the
"Managers") that this Prospectus contains the information which, according to the particular nature of the Issuer and
of the Euro [] fixed rate notes 2009/2014 (the "Notes"), 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 of the
rights attaching to the Notes; that the information contained herein with respect to the Issuer and the Notes is
accurate 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, the omission of which would make any
statement, whether fact or opinion, in this Prospectus misleading in any material respect; and that all reasonable
enquiries have been made to ascertain all facts and to verify the accuracy of all statements contained herein.

No representation, warranty or undertaking, whether expressed or implied, is made, and no responsibility is
accepted, by the Managers with respect to the accuracy or completeness of this Prospectus, any supplement thereto
or any further information supplied in connection with the Notes. The Managers accept no liability in relation to this
Prospectus, any supplement thereto or its distribution or with regard to other information supplied by the Issuer
herein, save for mandatory provisions of law.

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IMPORTANT NOTICE

General

This Prospectus should be read and understood in conjunction with the documents incorporated by reference
herein.

This Prospectus may only be used for the purpose for which it has been published. The distribution of this
Prospectus and the offering, sale and delivery of the Notes in certain jurisdictions may be restricted by law.
The publication and distribution of this Prospectus constitute neither an offer nor an invitation to submit an
offer to persons in jurisdictions in which such an offer or such an invitation to submit offers are not
permitted, or to persons to whom making such an offer or such an invitation to submit offers is prohibited by
law.

Persons into whose possession this Prospectus, including any documents incorporated by reference herein,
comes are required to inform themselves about and observe any such restrictions. For a description of
restrictions applicable in the United States of America and the European Economic Area and certain
restrictions addressing additional securities laws of the United Kingdom and Italy, see "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 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.

Exclusiveness

No person is authorised to provide any information or make any representations whatsoever in connection with the
issue of the Notes that deviate from those contained in this Prospectus including any documents incorporated by
reference herein. If such other information is nonetheless provided or other representations are made, these should
not be considered authorised by the Issuer (also the "Company" and, together with its consolidated subsidiaries,
"Evonik-Group") or the Managers (as defined herein). Neither the distribution of this Prospectus, nor any sale in
connection with the Prospectus, is intended under any circumstances to give the impression that the information
contained in this document is accurate at any time after the date of this Prospectus.

In this Prospectus, all references to "", "EUR" or "euro" are to the single currency of the member states of the
European Union (each an "EU Member State" and together, the "EU Member States") participating in the third
stage of the European Economic and Monetary Union.

Requirements

This Prospectus contains at the date hereof all information which, according to the nature of the Issuer and the Notes,
respectively, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial
position, profits and losses, and prospects of the Issuer and of the rights attached to the Notes.

Significance of Delivery

Neither the delivery of this Prospectus, any documents incorporated by reference herein nor the offering, sale or
delivery of any Note shall, in any circumstances, imply that there has been no adverse change in the financial
situation of the Issuer since the date hereof.

The delivery of this Prospectus, any documents incorporated by reference herein or the offering, sale or delivery of
the Notes does not at any time imply that the information contained herein concerning the Issuer is correct
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subsequent to the date hereof or that any other written information delivered in connection therewith is correct
subsequent to the date indicated in the document containing the same.

Exclusion

This Prospectus does not constitute an offer or an invitation to subscribe for or purchase any Notes and should not be
considered as a recommendation by the Issuer or the Managers that any recipient of this Prospectus should subscribe
for or purchase any Notes. Each recipient shall be deemed to have made its own investigation and appraisal of the
financial condition and affairs as well as of the creditworthiness of the Issuer. This Prospectus 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 offer or solicitation. This Prospectus is not intended
to provide the basis of any credit or other evaluation.

Stabilisation

In connection with the Notes, Deutsche Bank AG, London Branch acting as the stabilising manager (the "Stabilising
Manager") (or persons acting on behalf of the Stabilising Manager) may over-allot the 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, there is no assurance that the Stabilising Manager (or persons acting on behalf of the Stabilising Manager)
will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any time, but it must end no
later than the earlier of 30 days after the issue date of the relevant tranche of Notes and 60 days after the date of the
allotment of the relevant tranche of Notes.

Any stabilisation action or over-allotment must be conducted by the Stabilising Manager (or person acting on
behalf of the Stabilising Manager) in accordance with all applicable laws and regulations.

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TABLE OF CONTENTS

RESPONSIBILITY......................................................................................................................................3
IMPORTANT NOTICE .............................................................................................................................4
SUMMARY OF THE PROSPECTUS ......................................................................................................7
Summary of the Terms and Conditions of the Notes and General Information .................................7
Summary of the Description of the Issuer ..........................................................................................9
Summary of the Risk Factors ...........................................................................................................11
Summary of the Risks relating to the Notes .....................................................................................11
Summary of the Risks relating to the Issuer .....................................................................................12
GERMAN LANGUAGE VERSION OF THE SUMMARY OF THE PROSPECTUS ......................14
Zusammenfassung der Informationen in Bezug auf die Schuldverschreibungen und Allgemeine
Informationen ...................................................................................................................................14
Zusammenfassung der Emittentenbeschreibung ..............................................................................17
Zusammenfassung der Risikofaktoren .............................................................................................18
Zusammenfassung der Risiken in Bezug auf die Schuldverschreibungen .......................................18
Zusammenfassung der Risiken in bezug auf die Emittentin.............................................................19
RISK FACTORS .......................................................................................................................................22
Risks relating to the Notes................................................................................................................22
Risks relating to the Issuer................................................................................................................25
DESCRIPTION OF THE ISSUER ..........................................................................................................31
TERMS AND CONDITIONS OF THE NOTES ....................................................................................45
ANLEIHEBEDINGUNGEN ....................................................................................................................59
GENERAL INFORMATION...................................................................................................................74
Key information................................................................................................................................74
Information concerning the Notes ....................................................................................................74
Incorporation by Reference ..............................................................................................................75
Documents on Display......................................................................................................................76
TAXATION................................................................................................................................................77
SUBSCRIPTION AND SALE...................................................................................................................81
SELLING RESTRICTIONS ....................................................................................................................83
UNAUDITED CONSOLIDATED SEMI-ANNUAL FINANCIAL STATEMENT OF THE
COMPANY FOR THE PERIOD ENDING JUNE 30, 2009 ......................................................F-1 - F-11
ADDRESS LIST.........................................................................................................................................87

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SUMMARY OF THE PROSPECTUS

The following constitutes the summary (the "Summary") of the essential characteristics and risks associated with
Evonik-Group (as defined below) and the Notes. This Summary should be read as an introduction to this Prospectus.
Any decision by an investor to invest in the Notes should be based on consideration of this Prospectus as a whole,
including the documents incorporated by reference and supplements thereto. Where a claim relating to the
information contained in this Prospectus is brought before a court, the plaintiff investor might, under the national
legislation of such court, have to bear the costs of translating the Prospectus before the legal proceedings are
initiated. Civil liability attaches to the Issuer who has tabled this Summary including any translation thereof, and
applied for its notification, but only if the Summary is misleading, inaccurate or inconsistent when read together with
the other parts of this Prospectus. The following description of certain general features of the Notes does not purport
to be complete and is taken from and qualified in its entirety by the remainder of this Prospectus.

Words and expressions defined in other parts of this Prospectus and not otherwise defined in this part of the
Prospectus shall have the same meanings in this part of the Prospectus.
Summary of the Terms and Conditions of the Notes and General Information

Issuer: ............................................. Evonik Industries AG

Joint Lead Managers:..................... Bayerische Hypo- und Vereinsbank AG

Deutsche Bank AG, London Branch

HSBC Bank plc

The Royal Bank of Scotland plc

(together, the "Joint Lead Managers" and together with any co-managers, if

any, the "Managers")

Aggregate Principal Amount:........ EUR []

Specified Denomination:............ EUR 1,000

Currency:........................................ Euro ("EUR")

Issue Date:...................................... 14 October 2009

Interest:........................................... The Notes shall bear interest on their principal amount at the Rate of Interest (as
defined below) per annum from, and including, the Issue Date to, but excluding,
the Maturity Date. Interest shall be payable in arrear on 14 October in each year
(each such date, an "Interest Payment Date"). The first Interest Payment Date
shall be 14 October 2010 (the "First Interest Payment Date").

"Rate of Interest" means an amount expressed as a percentage, as determined
between the Issuer and the Managers and as published in a notice on the
website of the Luxembourg Stock Exchange (www.bourse.lu) on or around
6 October 2009 (the "Pricing Notice").

In case the Notes have not been rated by at least two Rating Agencies (as
defined below) before the First Interest Payment Date, the Rate of Interest will
be increased by 1.25 per cent. per annum from, and including, the First Interest
Payment Date to, but excluding, the Maturity Date.

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"Rating Agency" means each of Moody's Investor Services, Standard & Poor's
Rating Services, a division of the McGraw-Hill Companies, and Fitch Ratings
Limited or any successor of such rating agencies.

Maturity Date: ................................ Unless previously redeemed in whole or in part or purchased and cancelled, the
Notes will be redeemed at their principal amount on 14 October 2014.

Issue Price: ..................................... The issue price of the Notes (the "Issue Price") will be determined between the
Issuer and the Managers on the basis of a bookbuilding process and will be
published in the Pricing Notice.

Form: .............................................. The Notes will be issued in the format of a "new global note". The Notes will
initially be represented by a temporary global bearer note
(the "Temporary Global Note"), without interest coupons, which will be
deposited with a common safekeeper for both Euroclear Bank SA/NV
("Euroclear") and Clearstream Banking, société anonyme ("Clearstream
Luxembourg", and, together with Euroclear, the "ICSDs") on or around the
Issue Date. The Notes have been accepted for clearance through Euroclear and
Clearstream Luxembourg. Except as otherwise described herein, interests in the
Temporary Global Note will be exchangeable for interests in a permanent
global note (the "Permanent Global Note" and, each of the Temporary Global
Note and the Permanent Global Note, a "Global Note" and, together, the
"Global Notes") without interest coupons, not earlier than 40 days after the
Issue Date upon certification as to non-U.S. beneficial ownership (subject to
certain exceptions set forth in the certification).

The Notes are intended to be held in a manner which will allow Eurosystem
eligibility. This simply means that the Notes are intended upon issue to be
deposited with one of the ICSDs as common safekeeper and does not
necessarily mean that the Notes will be recognised as eligible collateral for
Eurosystem monetary policy and intra-day credit operations by the Eurosystem
either upon issue or at any or all times during their life. Such recognition will
depend on satisfaction of the Eurosystem eligibility criteria.

The Notes are being issued in bearer form and will not be represented by
definitive Notes.

Principal Paying Agent: ................. Deutsche Bank Aktiengesellschaft

Paying
Deutsche Bank Luxembourg S.A.
Agent..........................

Luxembourg Listing Agent: .......... Deutsche Bank Luxembourg S.A.

Status: ............................................. The Notes constitute direct, unconditional, unsubordinated and unsecured
obligations of the Issuer ranking pari passu among themselves and pari passu
with all other unsecured and unsubordinated obligations of the Issuer, present
and future, unless such obligations are accorded priority under mandatory
provisions of statutory law.

Early Redemption: ......................... If, as a result of any change in, or amendment to, the laws or regulations
prevailing in Germany, certain withholding taxes are levied on payments of
principal or interest in respect of the Notes and the Issuer is obliged to pay
Additional Amounts (as defined in § 6 of the Terms and Conditions of the
Notes), the Issuer may redeem the Notes in whole, but not in part.
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Events of Default: .......................... The Terms and Conditions of the Notes provide for certain events of default
entitling the Noteholders to demand an early redemption of the Notes.

Cross-Default:........................ The Terms and Conditions of the Notes provide for a cross-default provision.

Negative Pledge: ............................ The Terms and Conditions of the Notes provide for a negative pledge provision.

Change of Control:.................. The Terms and Conditions of the Notes provide for a change of control
provision.

Restrictions on asset disposals:..... The Terms and Conditions of the Notes provide for certain restrictions on the
Issuer to dispose of certain of its assets.

Schuldverschreibungsgesetz:....... § 5 through § 22 of the German Bond Act (Gesetz über
Schuldverschreibungen aus Gesamtemissionen vom 31. Juli 2009 (BGBl. I S.
2512) ("SchVG")), which came into effect on 5 August 2009, shall be
applicable in relation to the Notes.

Offer of the Notes:......................... The Notes will be sold to institutional investors and retail investors in
compliance with the public offer restrictions in force. A public offer will be
made in Luxembourg, Germany, The Netherlands and Austria following the
effectiveness of the Notification of the Prospectus by the CSSF.

Governing Law: ............................. The Notes are governed by German law.

Jurisdiction:........................... Non-exclusive place of jurisdiction for any legal proceedings arising under the
Notes is Frankfurt am Main.

Listing and Trading of the Notes:.. Application has been made to admit the Notes to listing on the official list of the
Luxembourg Stock Exchange and to trading on the Euro MTF operated by the
Luxembourg Stock Exchange.

Securities Codes:............................ ISIN:
XS0456708212
Common Code:
045670821
German Securities Code (WKN):
[]
Summary of the "Description of the Issuer"

Evonik Industries AG (the "Issuer" or the "Company" and, together with its consolidated subsidiaries,
"Evonik-Group") was formed by memorandum of association dated 19 September 1969 as a limited liability
company under German law (Gesellschaft mit beschränkter Haftung) under the legal name "GMT Chemie-
Beteiligung Gesellschaft mit beschränkter Haftung" with its registered office in Düsseldorf, Germany.
Today, the Issuer is a stock corporation under German law (Aktiengesellschaft) with its registered offices at
Rellinghauser Strasse 1-11, 45128 Essen, Germany (Tel.: +49 201 177-01). The Company is registered in the
Commercial Register of the Local Court (Amtsgericht) of Essen under the number HRB 19474.

Pursuant to section 2 of its Articles of Association (Satzung) the object of the Issuer is to manage a group of
companies operating principally in the areas of chemicals, energy and real estate. The Company is authorised
to undertake all business and other activities connected with the object of the Company or that serve the
object of the Company. It may also itself operate in the areas set out above. Within the scope of the object of
the Company it may establish, acquire or take stakes in other companies, combine them under uniform
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management or confine itself to administration of its stakes, dispose of its stakes and conclude corporate
contracts and establish branches.

The following table sets out selected financial information relating to the Issuer. The information has been
extracted from the audited consolidated financial statements of the Issuer for the year ended 31 December 2008
and the unaudited semi-annual financial statement of the Issuer for the period ended 30 June 2009. These
consolidated financial statements of the Issuer have been prepared in accordance with the International Financial
Reporting Standards as adopted by the EU ("IFRS").

in EUR million
HY1 2009
HY1 2008*
FY 2008
FY 2007*
Sales 6,281
7,933
15,873
14,444
EBITDA (before non-operating result)
839
1,279
2,171
2,236
EBIT (before non-operating result)
443
873
1,304
1,363
Cash flow from operating activities
809
183
388
1,215
Net financial debt**
3,959
3,808
4,583
3,924
Total assets
18,704
19,419
20,099
19,800
Equity
5,306
5,347
5,192
5,081

* Restated figures.
** The sum of cash and cash equivalents, short term securities, receivables from derivatives, and other financial assets deducted from
financial liabilities.

Evonik-Group is an industrial group based in Germany with operations in over 100 countries. Evonik-
Group's operations are grouped into three business areas: Chemicals, Energy and Real Estate. The Company
is the parent company of a group of companies including the main subsidiaries Evonik Degussa GmbH,
Evonik Steag GmbH and Evonik Immobilien GmbH, being sub-entities which comprise all group activities in
the business areas Chemicals, Energy and Real Estate.

The Chemicals Business Area bundles Evonik-Group's global specialty chemicals activities, which are
divided into the six business units Industrial Chemicals, Inorganic Materials, Consumer Specialties, Health &
Nutrition, Coatings & Additives and Performance Polymers. With over 100 production facilities worldwide,
Evonik-Group is one of the largest companies in this sector. In the first half of 2009, the Chemicals Business
Area generated sales of EUR 4,560 million (first half 2008: EUR 5,873 million) and earnings before interest,
taxes, depreciation, amortisation, impairment losses, reversals of impairment losses and other non-operating
result ("EBITDA") of EUR 628 million (first half 2008: EUR 932 million). In 2008, the Chemicals Business
Area generated sales of EUR 11,512 million (2007: EUR 10,571 million) and an EBITDA of EUR 1,600
million (2007: EUR 1,610 million).

Evonik-Group's power and heat generation business and services for power stations are grouped in the
Energy Business Area. In the first half of 2009 this business area generated sales of EUR 1,452 million (first
half 2008: EUR 1,713 million) and EBITDA of EUR 199 million (first half 2008: EUR 349 million). In
2008, the Energy Business Area generated sales of EUR 3,649 million (2007: EUR 3,024 million) and an
EBITDA of EUR 545 million (2007: EUR 581 million). Its core competencies include planning, financing,
building and operating highly efficient fossil-fueled power plants.

The Real Estate Business Area manages a portfolio of around 60,000 company-owned residential units
concentrated in the federal state of North Rhine-Westphalia ("NRW") in Germany. It also has a 50 per cent. stake
in THS GmbH, which owns around 75,000 residential units. These are also located predominantly in the federal
state of NRW. Evonik-Group is thus one of Germany's leading privately owned residential real estate companies.
In the first half of 2009, the Real Estate Business Area generated sales of EUR 184 million (first half 2008: EUR
177 million) and an EBITDA of EUR 84 million (first half 2008: EUR 115 million). In 2008, the Real Estate
Business Area generated sales of EUR 375 million (2007: EUR 423 million) and an EBITDA of

EUR 217 million (2007: EUR 188 million).

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