Obligation Evonic 0.625% ( DE000A289NX4 ) en EUR

Evonic

100 % ▲

Allemagne

DE000A289NX4 ( en EUR )

0.625% par an ( paiement annuel )

18/09/2025 - Obligation échue

Prospectus brochure de l'obligation Evonik DE000A289NX4 en EUR 0.625%, échue

Evonik est une société allemande spécialisée dans la chimie de spécialité, produisant des matériaux de haute performance pour divers secteurs, incluant la santé, la nutrition, les ressources et les technologies industrielles.

L'Obligation émise par Evonic ( Allemagne ) , en EUR, avec le code ISIN DE000A289NX4, paye un coupon de 0.625% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 18/09/2025

Base Prospectus dated 17 April 2020

This document constitutes two base prospectuses 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"): (i) the base prospectus of Evonik
Industries AG in respect of non-equity securities within the meaning of Article 2(c) of the Prospectus Regulation ("Non-Equity
Securities") and (ii) the base prospectus of Evonik Finance B.V. in respect of Non-Equity Securities (together, the "Base
Prospectus").

EVONIK INDUSTRIES AG
(Essen, Federal Republic of Germany)
as Issuer and, in respect of notes (the "Notes") issued by
Evonik Finance B.V., as Guarantor
Evonik Finance B.V.
(Amsterdam, The Netherlands)
as Issuer
EUR 5,000,000,000
Debt Issuance Programme
(the "Programme")
The payments of all amounts due in respect of Notes issued by Evonik Finance B.V. will be unconditionally and irrevocably
guaranteed by Evonik Industries AG.
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") of the Grand Duchy of
Luxembourg in its capacity as competent authority under the 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.
Each Issuer has requested the CSSF in its capacity as competent authority to provide the competent authorities in the Republic
of Austria, the Federal Republic of Germany and The Netherlands with a certificate of approval attesting that the 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 and/or The Netherlands. In order to be able to conduct a public offer of Notes in other jurisdictions, each
Issuer may request the CSSF to provide competent authorities in additional Member States within the European Economic
Area with a Notification based on a supplement to this 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 17 April 2021. 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 Industries AG ("Evonik" or the "Guarantor", together with its consolidated subsidiaries,
"Evonik Group") with its registered office in Essen, Federal Republic of Germany and Evonik Finance
B.V. ("Evonik Finance") with its registered office in Amsterdam, The Netherlands (herein each also
called an "Issuer" and, together, the "Issuers") accept responsibility for the information given in this
Base Prospectus and for the information which wil be contained in the Final Terms (as defined
herein).
Each Issuer hereby declares that, to the best of its knowledge, the information contained in the Base
Prospectus for which it is responsible 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 Issuers, 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 relevant 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. Ful information on the Issuers 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.
Each 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 Issuers and the rights attaching
to the Notes which is material in the context of the Programme; that the information contained herein
with respect to the Issuers and the Notes is accurate and complete in all material respects and is not
misleading; that any opinions and intentions expressed herein are honestly held and based on
reasonable assumptions; that there are no other facts with respect to the Issuers or the Notes, the
omission of which would make this Base Prospectus as a whole or any of such information or the
expression of any such opinions or intentions misleading; that the Issuers have made all reasonable
enquiries to ascertain all facts material for the purposes aforesaid.
Each Issuer and the Guarantor has undertaken with the Dealers (i) to supplement this 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.

(ii)

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,
such information must not be relied upon as having been authorised by the Issuers, the Dealers or
any of them.
Neither the Arranger (as defined herein) nor any Dealer nor any other person mentioned in this Base
Prospectus, excluding the Issuers and the Guarantor, 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 Issuers since
such date or that any other information supplied in connection with the Programme is accurate at any
time subsequent to the date on which it is supplied or, if different, the date indicated in the document
containing the same.
The distribution of this 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 "Sel ing Restrictions". In particular, the Notes and the Guarantee
have not been and wil not be registered under the United States Securities Act of 1933, as amended
(the "Securities Act"), and the Notes and the Guarantee are subject to tax law requirements of the
United States of America. Subject to certain exceptions, the Notes and the Guarantee may not be
offered, sold or delivered within the United States of America or to U.S. persons.
The language of this Base Prospectus is English. The German versions of the English language sets
of the Terms and Conditions and the Guarantee are shown in the Base Prospectus for additional
information. As to form and content, and al 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 legally binding
language if so specified in the relevant Final Terms. In respect of the Guarantee, the German
language version is always control ing and legally binding as to form and content, and al rights and
obligations of the Holders and the Guarantor thereunder.
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.

(iii)

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") or LIBOR, which is currently provided by ICE
Benchmark Administration Limited ("IBA") or CNH HIBOR, which is currently provided by Treasury
Markets Association ("TMA"). As at the date of this Base Prospectus, only EMMI and IBA appear on
the register of administrators and benchmarks established and maintained by the European Securities
and Markets Authority (the "ESMA") pursuant to Article 36 of the Benchmark Regulation (Regulation
(EU) 2016/1011) (the "Benchmark Regulation"), whereby TMA is currently not registered.

PRIIPS REGULATION / EEA AND UNITED KINGDOM RETAIL INVESTORS
If the Final Terms in respect of any Notes include a legend entitled "Prohibition of Sales to EEA
Retail Investors", the Notes are not intended to be offered, sold or otherwise made available to and
should not be offered, sold or otherwise made available to any retail investor in the European
Economic Area ("EEA") or 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 (11) of Article 4(1) of Directive
2014/65/EU ("MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 (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 or superseded, the
"PRIIPs Regulation") for offering or sel ing the Notes or otherwise making them available to retail
investors in the EEA or in the UK has been prepared and therefore offering or selling the Notes or
otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under
the PRIIPS Regulation.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET
The Final Terms in respect of any Notes may include a legend entitled "MiFID II Product Governance"
which wil outline the target market assessment in respect of the Notes and which channels for
distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending
the Notes (a "distributor") should take into consideration the target market assessment; however, a
distributor subject to MiFID II is responsible for undertaking its own target market assessment in
respect of the Notes (by either adopting or refining the target market assessment) and determining
appropriate distribution channels.
A determination wil be made in relation to each issue about whether, for the purpose of the MiFID
Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance
Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but
otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a
manufacturer for the purpose of the MiFID Product Governance Rules.

(iv)

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 Issuers make to the best of their present knowledge. These forward-looking statements are
subject to risks, uncertainties and other factors which could cause actual results, including Evonik
Group's financial condition and results of operations, to differ materially from and be worse than
results that have expressly or implicitly been assumed or described in these forward-looking
statements. Evonik Group's business is also subject to a number of risks and uncertainties that could
cause a forward-looking statement, estimate or prediction in this Base Prospectus to become
inaccurate. Accordingly, investors are strongly advised to read the following sections of this Base
Prospectus: "Risk Factors", "Evonik Industries AG as Issuer and Guarantor" and "Evonik Finance B.V.
as Issuer". These sections include more detailed descriptions of factors that might have an impact on
Evonik Group's business and the markets in which it operates.
In light of these risks, uncertainties and assumptions, future events described in this Base Prospectus
may not occur. In addition, neither the Issuers nor the Dealers assume any obligation, except as
required by law, to update any forward-looking statement or to conform these forward-looking
statements to actual events or developments.
Without prejudice to the issuance of Notes in other currencies, in this 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 EVONIK FINANCE B.V. ............................................................. 12
RISK FACTORS REGARDING THE NOTES ............................................................................... 13
EVONIK INDUSTRIES AG AS ISSUER AND GUARANTOR .............................................................. 20
BUSINESS OVERVIEW PRINCIPAL ACTIVITIES AND PRINCIPAL MARKETS ............................ 31
EVONIK FINANCE B.V. AS ISSUER .................................................................................................... 39
ISSUE PROCEDURES ......................................................................................................................... 43
TERMS AND CONDITIONS OF THE NOTES ENGLISH LANGUAGE VERSION .............................. 45
OPTION I Terms and Conditions that apply to Notes with fixed interest rates .......................... 46
OPTION II Terms and Conditions that apply to Notes with floating interest rates ..................... 66
OPTION III Terms and Conditions that apply to Zero Coupon Notes ........................................ 89
TERMS AND CONDITIONS OF THE NOTES GERMAN LANGUAGE VERSION ............................ 108
OPTION I Anleihebedingungen für Schuldverschreibungen mit fester Verzinsung ................. 109
OPTION II Anleihebedingungen für Schuldverschreibungen mit variabler Verzinsung ........... 132
OPTION III Anleihebedingungen für Zero-Coupon-Schuldverschreibungen ........................... 159
GARANTIE (German Language Version) ........................................................................................... 180
GUARANTEE (English Translation) .................................................................................................... 184
FORM OF FINAL TERMS ................................................................................................................... 188
DESCRIPTION OF RULES REGARDING RESOLUTIONS OF HOLDERS ...................................... 209
USE OF PROCEEDS .......................................................................................................................... 211
WARNING REGARDING TAXATION ................................................................................................. 212
SELLING RESTRICTIONS ................................................................................................................. 213
GENERAL INFORMATION ................................................................................................................. 220
Interests of Natural and Legal Persons involved in the Issue/Offer ............................................ 220
Authorisation ................................................................................................................................ 220
Consent to the Use of the Base Prospectus ............................................................................... 220
Listing and Admission to Trading ................................................................................................ 221
Clearing Systems ........................................................................................................................ 221
Legal Entity Identifier ("LEI") of the Issuers ................................................................................. 221
Documents on Display ................................................................................................................ 222
DOCUMENTS INCORPORATED BY REFERENCE .......................................................................... 223
Documents Incorporated by Reference ...................................................................................... 223
Cross-reference list of Documents incorporated by Reference .................................................. 223
Availability of Documents ............................................................................................................ 224
NAMES AND ADDRESSES................................................................................................................ 225

2
GENERAL DESCRIPTION OF THE PROGRAMME
Under this EUR 5,000,000,000 Debt Issuance Programme, Evonik Industries AG and Evonik Finance
B.V. (each an "Issuer" and together, the "Issuers") may from time to time issue notes (the "Notes") to
Commerzbank Aktiengesel schaft 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 Issuers may
increase the amount of the Programme in accordance with the terms of the Dealer Agreement (as
defined herein) from time to time.
Notes issued by Evonik Finance will have the benefit of a guarantee (the "Guarantee") given by
Evonik. The Guarantee constitutes an irrevocable, unsecured and unsubordinated obligation of the
Guarantor ranking pari passu with all other unsecured and unsubordinated obligations of the
Guarantor.
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 relevant 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.

3

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.
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 and
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 EEA or in the
United Kingdom (the "UK"). 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 (i i) not a qualified investor as
defined in the Prospectus Regulation. Consequently, no key information document required by the
PRIIPs Regulation for offering or sel ing the Notes or otherwise making them available to retail
investors in the EEA or in the UK has been prepared and therefore offering or selling the Notes or
otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under
the PRIIPs Regulation.

4

RISK FACTORS
The Issuers believe 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 Issuers.
The Issuers 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

5

turn adversely affect Evonik Group's financing conditions or cause the market price of the Notes to
decline.
1.3
Evonik Group's risks of substitution and standardization of existing products
As a specialty chemicals company, Evonik Group depends on its continued ability to develop new,
improved, or more cost-effective materials, methods, technologies or other products, to produce the
same in a cost-effective manner and to commercialise and sale new products successful y afterwards.
The trend towards commoditisation and standardisation and risk of substitution in some of Evonik
Group's markets/products has increased the importance to support overall margin through research and
development. In addition, Evonik Group has to offer more and more specialised products that are
intended to offer higher value to customers in order to achieve satisfactory margins. Evonik Group may
not successful y expand or improve its product portfolio or may lack the capacity to invest the required
level of human or financial resources in the development of new products.
Competitors may develop new types of materials or technologies with favourable characteristics,
especially for regulatory purposes, or may improve on existing products and technologies which could
lead to a substitution of Evonik products. In addition, the market for a newly developed product may
unexpectedly decline or could even disappear. Further, technological developments or improvements in
processes may permit competitors to offer products at lower prices than Evonik Group. For example, if
Evonik Group's competitors develop more innovative and economical y efficient production processes,
the value of Evonik Group's proprietary production processes could be significantly reduced.
Substitution and standardization of existing products may lead to reduced prices and volumes or
margins.
The realisation of any of the aforementioned 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.
1.4
Concentration risks in markets characterised by a small number of major customers
Some markets of Evonik Group (e.g. the markets in which some personal units in Evonik Group's
Nutrition & Care and Resource Efficiency segments are active) are characterised by a smal number of
major customers.
A risk for Evonik Group would materialise in case of a payment default of a major customer or if
customers in consolidated markets or customers in other industries which are currently facing a
consolidation process, such as in the automotive or cosmetics markets, could use their power to exert
pressure on Evonik Group's prices and margins.
This may 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.
1.5 Evonik Group is dependent on certain raw materials and semi-finished products which
could be affected by price increases
Evonik Group is a producer of specialty chemicals products for which a large number of raw materials
and semi-finished products is purchased.
As a consequence, Evonik Group is dependent on the purchase prices of raw materials, which general y
fol ow the price trends of crude oil and natural gas. Nevertheless, prices of some petrochemical
derivatives, however, may rise more significantly than crude oil prices.
Significant increases of raw materials and semi-finished products prices could have a significant impact
on Evonik Group's variable costs and in some markets (see "1.4 Concentration risks in markets
charaterised by a smal number of major customers") it is not possible to pass on these costs to
costumers, which would reduce Evonik Group's margin. This in turn could have an adverse effect on
Evonik Group's 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.