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RAG-Stiftung announces proposed sale of Evonik Industries AG (“Evonik”) shares

• Proposed sale of approx. 24 million Evonik shares (“Shares”) representing c.5.2% of Evonik’s share capital
• Use of proceeds to include investments by RAG-Stiftung (“RAG-Stiftung”), further diversification of its portfolio and potential refinancing of existing liabilities
• Placement is expected to enhance free-float and trading liquidity in Evonik shares
• RAG-Stiftung reiterates full confidence in Evonik’s strategy and intends to remain a long-term, significant shareholder of Evonik

Essen, 13 January 2020. Today, RAG-Stiftung announces its intention to sell approx. 24 million no par value registered shares in Evonik, corresponding to c.5.2% of Evonik’s share capital via a private placement in an accelerated bookbuild offering (the “Placement” or the “Sale”) to institutional investors. The Placement will be launched immediately following this announcement. This press release is not and does not constitute an offer to sell and there will be no public offering of the Shares in any jurisdiction.

BofA Securities and UBS Investment Bank are acting as Joint Bookrunners on the accelerated bookbuild offering.

RAG-Stiftung is fully supportive of Evonik’s strategy of transformation into a best-in class specialty chemicals company and intends to remain a long-term, significant shareholder with an interest in a positive share price development. In addition, the Placement is expected to further enhance the free-float of Evonik and further increase Evonik’s stock market visibility.

Following this transaction, it is expected that RAG-Stiftung will retain a stake of approx. 59.1% in Evonik’s share capital. In addition, RAG-Stiftung has three outstanding bonds which are exchangeable into shares of Evonik. The definitive terms of the Sale will be determined following the completion of the bookbuilding process. Settlement and delivery of the shares is expected to take place on 16 January 2020.

RAG-Stiftung intends to use the proceeds of the offering for investments to further diversify its portfolio and for the potential refinancing of existing liabilities.

RAG-Stiftung has agreed to a lock-up undertaking ending 90 calendar days after the closing date of the offering, of its remaining holding of ordinary shares in Evonik, subject to customary exceptions and waiver by the Joint Bookrunners.

Bernd Tönjes, Chairman of the Board of Executives of RAG-Stiftung, said “Evonik has made substantial progress in its transformation into a best in class specialty chemicals company and we are fully supportive of the management’s strategy and long-term value creation. After reducing our holding in Evonik today we intend to continue to be a long-term, significant shareholder, with an interest in a positive share price development of Evonik. The Placement is also expected to enhance the free-float and liquidity in the shares of Evonik Industries AG.”

Jürgen Rupp, Member of the Board of Executives of RAG-Stiftung in addition said “RAG-Stiftung’s long-term goal is a diversification of its asset base, which is a core part of its strategy. Since its establishment RAG-Stiftung increased its asset base to € 18.6 bn. The € 1bn raised from the previous transaction in September 2018 has been fully deployed and RAG-Stiftung intends to use the proceeds of this Placement to fund investments and refinancing of liabilities.”

Disclaimer

The contents of this announcement have been prepared by and are the sole responsibility of RAG-Stiftung.

This announcement does not contain or constitute or form part of, and should not be construed as, an offer or invitation to sell, or the solicitation of an offer to buy or subscribe for, any securities referred to herein to any person in the United States, Australia, Canada, South Africa or Japan or in any jurisdiction in which such offer or solicitation is unlawful. The distribution of this announcement and the offer and sale of the securities referred to herein may be restricted by law in certain jurisdictions and persons into whose possession this announcement or other information referred to herein comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. No prospectus will be prepared in connection with the offering of the securities referred to herein. The securities referred to herein may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the securities referred to herein in such jurisdiction.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, South Africa or Japan or any jurisdiction in which such publication or distribution would be prohibited by applicable law.

No action has been taken by RAG-Stiftung or by Merrill Lynch International or UBS AG London Branch (together the "Joint Bookrunners") or any of their affiliates to permit a public offering of the securities referred to herein or possession or distribution of this announcement in any jurisdiction where action for that purpose is required.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended or the laws of any state within the United States or under the applicable securities laws of Australia, Canada, South Africa or Japan, and may not be offered or sold in the United States, unless registered under the Securities Act or offered and sold in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa or Japan. There will be no public offer of the securities referred to herein in the United States, Australia, Canada, South Africa or Japan.

The offer referred to herein is only addressed to and directed at persons in member states of the European Economic Area ("EEA") who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) ("Qualified Investors"). In the United Kingdom, this announcement is directed only at, Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2)(a) to (d) of the Order, and (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any member state of the European Economic Area other than the United Kingdom, by persons who are not Qualified Investors.

This announcement may include statements that are, or may be deemed to be, "forward‐looking statements". These forward‐looking statements may be identified by the use of forward‐looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward‐looking statements may and often do differ materially from actual results. Any forward‐looking statements reflect RAG‐Stiftung's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to its business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward‐looking statements speak only as of the date they are made.

In connection with the offering of the securities referred to herein, any of the Joint Bookrunners and any of their respective affiliates may take up a portion of the securities in the Placement as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such securities and other securities of Evonik or related investments in connection with the offering or otherwise. Accordingly, references in this announcement to securities being sold, offered, acquired, placed or otherwise dealt in should be read as including any sale, offer, acquisition, placing or other dealing by any of the Joint Bookrunners and any of their affiliates acting in such capacity. In addition any of the Joint Bookrunners and any of their affiliates may enter into financing arrangements (including swaps, option or contracts for differences) with investors in connection with which the Joint Bookrunners and any of their respective affiliates may from time to time acquire, hold or dispose of such securities. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Communications that a transaction is or that books are "covered" (i.e. aggregate gross demand indications equal or exceed the amount of the securities being offered) are not in any way an indication or assurance that the transaction and the securities referred to herein will be fully distributed by the Joint Bookrunners. The Joint Bookrunners reserve the right to take up a portion of the securities being offered at any stage at their sole discretion for orderly market purposes.

None of the Joint Bookrunners or any of their or their respective affiliates' directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to RAG-Stiftung or Evonik, their respective subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

Each of the Joint Bookrunners is acting on behalf of RAG-Stiftung and no one else in connection with any offering of the securities referred to herein and will not be responsible to any other person for providing the protections afforded to any of its clients or for providing advice in relation to the offering of the securities.

RAG-Stiftung, the Joint Bookrunners and their respective affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

About the RAG-Stiftung

The RAG-Stiftung is a private foundation that was established in 2007. At the beginning of 2019, the RAG-Stiftung took over the responsibility for financing the perpetual obligations of the German hard coal mining industry in the Ruhr and Saar regions and in Ibbenbüren. In addition, the RAG-Stiftung supports numerous projects in the areas of education, science and culture in order to promote progress in the former mining regions.

Further information on the RAG-Stiftung is available at: www.rag-stiftung.de