Evonik Industries AG announces an invitation to eligible holders (the ‘Noteholders’) of its outstanding EUR 500,000,000 Subordinated Resettable Fixed Rate Notes due 2077 (the ‘Notes’) to tender any and all their Notes for purchase by the Company for cash, subject to the satisfaction of the New Financing Condition (as defined below) (the ‘Offer’). The Offer is being made on the terms and subject to the conditions contained in a tender offer memorandum dated 24 August 2021 (the ‘Tender Offer Memorandum’) prepared by the Company and is subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum. The purpose of the Offer and the planned issuance of New Green Notes is, amongst other things, to proactively manage the Company's layer of hybrid capital. The transaction also provides Noteholders with the opportunity to sell their current holdings in the Notes ahead of the upcoming first date on which the Notes can be redeemed at par, being 7 August 2022, and to subscribe to the New Green Notes, as more fully described under the section ‘The Offer - Allocation of the New Green Notes’ of the Tender Offer Memorandum. Evonik Industries AG announces an invitation to eligible holders (the ‘Noteholders’) of its outstanding EUR 500,000,000 Subordinated Resettable Fixed Rate Notes due 2077 (the ‘Notes’) to tender any and all their Notes for purchase by the Company for cash, subject to the satisfaction of the New Financing Condition (as defined below) (the ‘Offer’). The Offer is being made on the terms and subject to the conditions contained in a tender offer memorandum dated 24 August 2021 (the ‘Tender Offer Memorandum’) prepared by the Company and is subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum. The purpose of the Offer and the planned issuance of New Green Notes is, amongst other things, to proactively manage the Company's layer of hybrid capital. The transaction also provides Noteholders with the opportunity to sell their current holdings in the Notes ahead of the upcoming first date on which the Notes can be redeemed at par, being 7 August 2022, and to subscribe to the New Green Notes, as more fully described under the section ‘The Offer - Allocation of the New Green Notes’ of the Tender Offer Memorandum. Amount subject to the Offer: The company may accept for purchase any and all of the Notes tendered, subject to the New Financing Condition. The acceptance for purchase by the Company of Notes tendered pursuant to the Offer is at the sole discretion of the Company and tenders may be rejected by the Company for any reason. Notes accepted for purchase will in no circumstances be subject to pro-ration. Clean-up Call following the repurchase of 80 per cent. of the Notes: Pursuant to terms and conditions of the Notes, the Company may redeem the Notes, in whole but not in part, at its principal amount plus accrued and unpaid interest and any arrear of interest, if the Company has purchased or redeemed at least 80%. of the originally issued aggregate principal amount of the Notes (the ‘Clean-up Call’), subject to the Company having given the Noteholders not less than 30 nor more than 60 days' notice. As at the date of the Tender Offer Memorandum, it is the intention of the Company to exercise its option if such threshold is met and the size of, and proceeds from, the issue of the New Green Notes are sufficient and the Company has accepted all valid tenders of Notes for purchase pursuant to the Offer in full. However, there can be no assurance, in the event such threshold is met, as to whether or when the Company will choose to exercise its option to redeem the Notes. Any future decision by the Company to redeem the outstanding Notes will depend on various factors existing at that time. No assurance can be given that the 80%. threshold described above will or will not be met pursuant to the Offer. Purchase Price: The company will pay, for Notes tendered in the Offer and accepted for purchase by the Company pursuant to the Offer (and subject to satisfaction or waiver of the New Financing Condition), a cash purchase price to be determined as provided herein by reference to a fixed purchase yield of -0.15% (the ‘Fixed Purchase Yield’) (the purchase price calculated on the basis of the Fixed Purchase Yield hereafter, the ‘Purchase Price’). For the avoidance of doubt and in accordance with market convention, the Purchase Price will be calculated with reference to the first date on which the Company may exercise the optional issuer call at par, being 7 August 2022, and assuming the full payment of principal on such date. The Purchase Price will be determined in accordance with market convention and expressed as a percentage of the nominal amount of the Notes accepted for purchase pursuant to the Offer (rounded to the nearest 0.001%., with 0.0005%. rounded upwards), and is intended to reflect a yield to the first date on which the Company may exercise the optional issuer call of the Notes at par (being 7 August 2022), on the Settlement Date based on the Fixed Purchase Yield. Specifically, the Purchase Price for the Notes will equal (a) the value of all remaining payments of principal and interest on the Notes up to and including the first date on which the Company may exercise the optional issuer call at par, being 7 August 2022 (assuming the principal amount were to be paid on such date), discounted to the Settlement Date at a discount rate equal to the Fixed Purchase Yield, minus (b) Accrued Interest (as defined below). For information purposes only, the Purchase Price will, when determined in the manner described in the Tender Offer Memorandum on the basis of a settlement date of 6 September 2021 (the ‘Settlement Date’), be 102.091%. Should the Settlement Date be amended, the Purchase Price will be recalculated, all as further described in the Tender Offer Memorandum.