The ADNOC Group holds around 95% of the shares of Covestro AG: ADNOC International Germany Holding AG holds around 83% and XRG P.J.S.C. around 12% of the shares of Covestro AG. Since the transaction was completed on December 10, 2025, Covestro AG has been in a relationship of dependence with Abu Dhabi National Oil Company (ADNOC) P.J.S.C. This means that Covestro AG is a dependent company within the meaning of the German Stock Corporation Act (AktG). The sole shareholder of Abu Dhabi National Oil Company (ADNOC) P.J.S.C. is the Government of the Emirate of Abu Dhabi. Because of this ownership structure, the Government of the Emirate of Abu Dhabi can be considered a controlling company. The dependent company has not entered into a control and/or profit and loss transfer agreement with any company along the entire chain of control – up to the controlling company. For this reason, the Board of Management of the company prepared a report on the relationships with related companies for the period from December 10, 2025, to December 31, 2025, in accordance with Section 312 AktG (dependent company report). The dependent company report was audited by the company’s auditor.
At the close of the report on relationships with related companies, the Board of Management has made the following statement:
“The Board of Management declares that, based on the circumstances known to the Board of Management at the time at which the legal transactions were entered into, Covestro AG received appropriate consideration for the legal transactions reported. No actions were taken and none were omitted in the interest or at the instance of the controlling company or of companies related to it.”