Comparative Presentation of Annual Changes in Compensation and Earnings – Covestro Annual Financial Report on February 26th 2025

The following is the presentation of the annual changes in compensation awarded and due to current and former Board of Management and Supervisory Board members compared with the company’s earnings performance and the average compensation of employees (FTEs) from fiscal years 2020 to 2024 as required by Section 162, Paragraph 1, Sentence 2, No. 2 AktG.

Five-year comparison of compensation awarded and due to Board of Management members (AktG)1
2020 2021 2022 2023 2024
€ thou-
sand
€ thou-
sand
% € thou-
sand
% € thou-
sand
% € thou-
sand
%
Board of Management members as of December 31, 2022
Dr. Markus Steilemann (Chair) 1,643 4,285 160.8 1,691 –60.5 3,857 128.1 4,482 16.2
Christian Baier (since October 1, 2023) 320 1,187 270.9
Dr. Thorsten Dreier (since July 1, 2023) 593 980 65.3
Sucheta Govil 693 2,108 204.2 746 –64.6 1,957 162.3 2,274 16.2
Former Board of Management members
Dr. Thomas Toepfer (until August 31, 2023) 849 2,719 220.3 1,044 –61.6 808 –22.6 –100.0
Dr. Klaus Schäfer (until June 30, 2023) 985 2,236 127.0 864 –61.4 1,570 81.7 1,630 3.8
Patrick Thomas (until May 31, 2018) 597 202 –66.2 23 –88.6 284 . 287 1.1
Frank H. Lutz (until June 2, 2017) 148 .
Total 4,915 11,550 135.0 4,368 –62.2 9,389 114.9 10,840 15.5

1 Percentage changes always refer to the change from the respective previous year.

Five-year comparison of compensation awarded and due to Supervisory Board members (AktG)1
2020 2021 2022 2023 2024
€ thou-
sand
€ thou-
sand
% € thou-
sand
% € thou-
sand
% € thou-
sand
%
Supervisory Board members as of December 31, 2023
Dr. Christine Bortenlänger 111 126 13.5 174 38.1 177 1.7 179 1.1
Dr. Christoph Gürtler (since April 2022) 134 197 47.3 196 –0.5
Oliver Heinrich (since May 2024) 87
Lise Kingo (since April 2021) 84 189 125.0 194 2.6 194 0.0
Petra Kronen
(Vice Chair)
152 152 0.0 251 65.1 261 4.0 260 –0.4
Irena Küstner 127 127 0.0 174 37.0 177 1.7 179 1.1
Frank Löllgen (since April 2022) 88 128 45.7 177 38.3
Dr. Richard Pott
(Chair)
302 302 0.0 368 21.9 378 2.7 378 0.0
Dr. Sven Schneider (since April 2022) 154 221 43.8 223 0.9
Regine Stachelhaus 129 142 10.1 188 32.4 196 4.3 198 1.0
Marc Stothfang 101 107 5.9 156 45.8 162 3.8 165 1.9
Patrick Thomas (since July 2020) 53 132 149.1 225 70.5 226 0.4 227 0.4
Former Supervisory Board members
Petra Reinbold-Knape (until April 2024) 141 147 4.3 190 29.3 198 4.2 60 –69.7
Dr. Ulrich Liman (until April 2022) 121 129 6.6 59 –54.5
Prof. Dr. Rolf Nonnenmacher
(until April 2022)
153 153 0.0 67 –56.3
Frank Werth (until April 2022) 101 102 1.0 38 –62.3
Ferdinando Falco Beccalli
(until April 2021)
102 29 –71.6
Johannes Dietsch (until July 2020) 86
Total 1,679 1,732 3.2 2,454 41.7 2,515 2.5 2,523 0.3

1 Percentage changes always refer to the change from the respective previous year.

Five-year comparison of relevant performance indicators (AktG)1
2020 2021 2022 2023 2024
Net income/(loss) Covestro AG (€45 million) €648 million . (€316 million) . (€124 million) –60.8% (€55 million) –55.6%
EBITDA2 €1,472 million €3,085 million 109.6% €1,617 million –47.6% €1,080 million –33.2% €1,071 million –0.8%
Free operating cash flow3 €530 million €1,429 million 169.6% €138 million –90.3% €232 million 68.1% €89 million –61.6%
ROCE4above WACC5 –0.3% points 12.9% points –5.0% points –6.1% points –7.4% points
Greenhouse gas emissions6
(CO2 equivalents)
€5.2 million 4.7 million metric tons –9.6% 4.9 million metric tons 4.3% 4.7 million metric tons –4.1%
Core volume growth7 –5.6% 10.0%

1 Percentage changes always refer to the change from the respective previous year.

2 Earnings before interest, taxes, depreciation and amortization (EBITDA): EBIT plus depreciation, amortization, and impairment losses; less impairment loss reversals on intangible assets and property, plant and equipment.

3 Free operating cash flow (FOCF): cash flows from operating activities less cash outflows for additions to property, plant, equipment and intangible assets.

4 Return on capital employed (ROCE): ratio of EBIT after imputed income taxes to capital employed. An imputed tax rate of 25% has been used for calculating ROCE since the year 2022 (previously: effective tax rate).

5 Weighted average cost of capital (WACC): weighted average cost of capital reflecting the expected return on the company’s equity and debt capital. A figure of 8.1% has been taken into account for the year 2024 (2023: 7.6%). ROCE above WACC has been a key management indicator since the year 2022.

6 GHG emissions (Scope 1 and 2, GHG Protocol) at main production sites (responsible for more than 95% of our energy usage).

7 Until the year 2021, core volume growth, which refers to the core products in the operational reporting segments, was a key management indicator. It is calculated as the percentage change in externally sold volumes compared with the prior year. Covestro also takes advantage of business opportunities outside its core business, for example the sale of precursors and by-products such as hydrochloric acid, sodium hydroxide solution, and styrene. These transactions are not included in core volume growth. Retroactive calculation based on the definition of the core business as of March 31 of each subsequent year.

In addition to the net income/net loss of Covestro AG (which is legally required to be reported), earnings performance also includes the key figures of the Covestro Group underlying short-term variable compensation (EBITDA, free operating cash flow, ROCE above WACC, absolute annual direct and indirect Scope 1 and Scope 2 GHG emissions (CO2 equivalents), and core volume growth). Since the year 2022, core volume growth has been replaced by EBITDA as a key management indicator.

Employee compensation was calculated by dividing personnel expenses (wages and salaries plus social expenses and expenses for pensions and other benefits) disclosed in the Consolidated Financial Statements for the relevant period by the number of employees expressed as full-time equivalents (FTEs) as of the reporting date.

Five-year comparison of employee compensation (AktG)1
2020 2021 2022 2023 2024
Personnel expenses €1,723 million €2,298 million 33.4% €1,995 million –13.2% €2,141 million 7.3% €2,131 million –0.5%
Employees2 16,497 FTE 17,905 FTE 8.5% 17,981 FTE 0.4% 17,516 FTE –2.6% 17,503 FTE –0.1%
Personnel expenses per FTE €104 thousand €128 thousand 22.9% €111 thousand –13.6% €122 thousand 10.1% €122 thousand –0.2%

1 Percentage changes always refer to the change from the respective previous year.

2 The number of permanent or temporary employees is stated in full-time equivalents (FTEs). Part-time employees are included on a pro-rated basis in line with their contractual working hours. Board of Management members, employees in vocational training, and interns are not included in this metric because of their special employment relationship.