EQS-Adhoc

RAG-Stiftung: Offering of new bonds exchangeable into shares of Evonik Industries AG and offers to sell exchangeable bonds in circulation - Seite 2

It is intended that an application will be made for the New Bonds to be admitted to trading on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange.

The New Bonds will be offered by way of an accelerated bookbuilding to institutional investors outside the United States of America (the "United States") in reliance on Regulation S (Category 1) under the United States Securities Act of 1933 as amended, as well as outside of Australia, Japan, South Africa and any other jurisdiction in which offers or sales of the New Bonds would be prohibited by applicable law. In Canada, the offering will only be made to institutional investors who are both an accredited investor and a Canadian permitted client in Ontario, Québec, British Columbia or Alberta.

• Outstanding exchangeable bonds
• The invitation to holders of the outstanding non-interest bearing senior, unsecured exchangeable bonds due 2023 (ISIN: DE000A2BPE24) in an aggregate principal amount in circulation of EUR 490.5 million (the "Outstanding 2023 Bonds") to offer the Outstanding 2023 Bonds for purchase to the Issuer for cash.

Concurrently with the New Bonds offering, the Issuer announces an invitation to holders of the Outstanding 2023 Bonds, that are outside the United States and to whom the invitation to sell may otherwise be lawfully made to sell up to any and all of their Outstanding 2023 Bonds for purchase to the Issuer for cash (so-called invitatio ad offerendum), whereas the decision to accept the sale offers is at the Issuer’s sole and absolute discretion.

As at 17:30 hours CET on 8 November 2022, EUR 490.5 million of the initially issued EUR 500 million in aggregate principal amount of the Outstanding 2023 Bonds remained in circulation.

The fixed purchase price per EUR 100,000 principal amount of the Outstanding 2023 Bonds will be EUR 100,000.

• The invitation to holders of the outstanding non-interest bearing senior, unsecured exchangeable bonds due 2026 (ISIN: DE000A3E44N7) in an outstanding aggregate principal amount of EUR 500 million (the "Outstanding 2026 Bonds") to offer the Outstanding 2026 Bonds for purchase to the Issuer for cash.

Concurrently with the New Bonds offering, the Issuer announces an invitation to holders of the Outstanding 2026 Bonds, that are outside the United States and to whom the invitation to sell may otherwise be lawfully made to sell up to any and all of their Outstanding 2026 Bonds for purchase to the Issuer for cash (so-called invitatio ad offerendum), whereas the decision to accept the sale offers is at the Issuer’s sole and absolute discretion.