The individual components of equity and changes in equity in fiscal years 2023 and 2024 are presented in the Covestro Group consolidated statement of changes in equity.
The Annual General Meeting (AGM) adopted a resolution on April 16, 2021, authorizing the Board of Management, with the approval of the Supervisory Board, to increase the capital stock of the company by up to €57,960,000 in the period through April 15, 2026 by issuing new, no-par value bearer shares against cash contributions and/or contributions in kind (Authorized Capital 2021).
The Authorized Capital 2021 has not been utilized to date.
On July 30, 2020, the AGM authorized the Board of Management to issue bonds with conversion or exchange rights or warrants, or with conversion obligations, or a combination of these instruments on up to 18,300,000 no-par value bearer shares of Covestro AG. Based on this authorization, convertible/warrant bonds can be issued up to a total nominal value of €2.0 billion by the company or a Group company in the period through July 29, 2025. The AGM in the year 2020 also resolved to conditionally increase the capital stock by up to €18.3 million by issuing up to 18,300,000 no-par value bearer shares to grant shares to the holders or creditors of such convertible/warrant bonds (Conditional Capital 2020).
The Conditional Capital 2020 has not been utilized to date.
Covestro AG’s capital stock as of December 31, 2024, was unchanged at €189 million (previous year: €189 million).
| Change in capital stock | ||||
|---|---|---|---|---|
| Number of shares | Of which treasury shares | Shares carrying dividend rights | Capital stock | |
| number | number | number | € million | |
| Dec. 31, 2023 | 189,000,000 | (259,670) | 188,740,330 | 189 |
| Dec. 31, 2024 | 189,000,000 | (259,670) | 188,740,330 | 189 |
Covestro AG’s capital stock as of December 31, 2024, is divided into 189,000,000 (previous year: 189,000,000) no-par value bearer shares and is fully paid up. Each share confers the right to one vote.
As of December 31, 2024, the company held 259,670 treasury shares (previous year: 259,670), corresponding to 0.1% of the capital stock. The number of shares outstanding as of December 31, 2024, was unchanged at 188,740,330 (previous year: 188,740,330). As in the previous year, Covestro AG did not issue any treasury shares to employees as part of the Covestment share-based participation program.
Covestro AG’s capital reserves as of December 31, 2024, were unchanged at €3,740 million (previous year: €3,740 million).
The capital reserves include premiums from the issue of shares.
Retained earnings totaled €2,171 million (previous year: €2,291 million) as of December 31, 2024.
Retained earnings consist of the net income earned both in the current fiscal year and in the past less the dividends paid. This item also includes all remeasurements of the net defined benefit liability for post-employment benefit plans recognized in other comprehensive income and changes in equity instruments measured at fair value through other comprehensive income. Accumulated other comprehensive income includes foreign currency effects from the translation of the annual financial statements of foreign subsidiaries that are recognized directly in equity as well as the effects of changes in the value of derivatives used in cash flow hedges.
The dividend available for distribution is based on the distributable profit reported in the annual financial statements of Covestro AG, which were prepared according to the provisions of the German Commercial Code (HGB). Since the 2020 annual financial statements, Covestro AG’s dividend policy has been more closely linked to the Group’s overall business situation and specifies that Covestro AG will distribute a portion of the Group’s net income to shareholders of Covestro AG.
Since the Group again generated negative net income in fiscal 2024, no dividend will be paid to Covestro AG shareholders for fiscal 2024, as for fiscal 2023, in accordance with the current dividend policy. Due to the negative net income, in the year 2024, no dividend per share carrying dividend rights was paid for fiscal 2023.
The noncontrolling interests mainly relate to the equity of Covestro Eternal Resins (Kunshan) Co, Ltd, Kunshan (China), Covestro Eternal Resins (Far East) Ltd, Pingtung (Taiwan, Greater China), DIC Covestro Polymer Ltd, Tokyo (Japan), and Sumika Covestro Urethane Company, Ltd, Hyogo (Japan).
The changes in equity attributable to noncontrolling interests are presented in the following table:
| Changes in equity attributable to noncontrolling interests | ||
|---|---|---|
| 2023 | 2024 | |
| € million | € million | |
| January 1 | 36 | 28 |
| Exchange differences on translation of operations outside the eurozone | (3) | – |
| Dividend payments | (1) | (1) |
| Change in equity recognized in profit or loss | (4) | (6) |
| December 31 | 28 | 21 |
On October 1, 2024, Covestro AG signed an investment agreement with certain companies of the ADNOC Group, including XRG P.J.S.C. (XRG), Abu Dhabi (United Arab Emirates), (formerly: ADNOC International Limited, Abu Dhabi (United Arab Emirates)) and its subsidiary ADNOC International Germany Holding AG (“Bidder”). The investment agreement specifies, among other things, that the Bidder will submit to the shareholders of Covestro AG a public takeover offer for all outstanding shares of Covestro at a price of €62.00 per share. The offer was subject to a minimum acceptance ratio of 50% plus one share and the normal conditions of completion, including antitrust and foreign trade clearance, and clearance under EU law on foreign subsidies. The publication of the takeover offer on October 24, 2024 marked the start of the first offer period, which ended on November 27, 2024 with an acceptance ratio of 60.39%. During the second offer period from December 3, 2024 to December 16, 2024, the acceptance ratio increased to 81.77%. Together with the 9.81% of shares acquired by XRG directly and the shares tendered, this corresponds to a proportion of 91.58% of Covestro’s share capital at the end of 2024.
See also Capital Market in the “Covestro Shares” and “Significant Events” sections of the Management Report.