On October 25, 2024, ADNOC International Germany Holding AG, whose registered office is in Munich, Germany, had addressed a takeover offer from ADNOC International Germany Holding AG to the company’s shareholders. The takeover offer was completed on December 10, 2025 and ADNOC International Germany Holding AG acquired a total of 154,541,806 shares of the company under this offer. This corresponds to around 74.33% of the shares and voting rights of the company on the basis of the capital stock increased by way of the capital increase described in the next paragraph.
On November 21, 2025, the Board of Management resolved, with the approval of the Supervisory Board of November 25, 2025, to use part of the Authorized Capital 2021 to increase the capital stock by €18,900,000, from €189,000,000 to €207,900,000. Shareholders’ legal subscription rights were disapplied with the approval of the Supervisory Board and only ADNOC International Germany Holding AG was authorized to subscribe to the new shares and subsequently subscribed to all new shares. The capital increase was entered in the commercial register of Covestro AG on December 10, 2025, and thus became effective. The 18,900,000 new shares acquired by ADNOC International Germany Holding AG as part of the capital increase correspond to an interest of around 9.09% of the shares and voting rights of the company on the basis of the capital stock increased by way of the capital increase.
On December 16, 2025, the government of Abu Dhabi announced that, indirectly via XRG P.J.S.C. (formerly ADNOC International Limited), whose registered office is in Abu Dhabi (United Arab Emirates (XRG)), as well as via ADNOC International Germany Holding AG, it holds a total of 197,718,580 shares of the company, corresponding to an interest of around 95.10% of the shares and voting rights of the company on the basis of the capital stock increased by way of the capital increase.
For further information in this context, please refer to the latest voting rights notifications pursuant to the German Securities Trading Act (WpHG) published on our website.
Apart from that, we are not aware of any other direct or indirect investments in the capital of Covestro AG equal to or exceeding 10% of the voting rights.
For further information on Covestro’s ownership structure, please refer to:
www.covestro.com/en/investors/stock-details/shareholder-structure
The appointment and dismissal of members of the Board of Management are subject to the provisions of Sections 84 and 85 of the German Stock Corporation Act, Section 31 of the German Codetermination Act, and Article 6 of the Articles of Incorporation of Covestro AG. Pursuant to Section 84, Paragraph 1 of the German Stock Corporation Act, the members of the Board of Management are appointed and dismissed by the Supervisory Board. The maximum term of service for a Board of Management member appointed for the first time is three years. Since Covestro AG falls within the scope of the German Codetermination Act, the appointment or dismissal of members of the Board of Management requires a majority of two-thirds of the votes of the members of the Supervisory Board on the first ballot pursuant to Section 31, Paragraph 2 of that act. If no such majority is achieved, the appointment is resolved pursuant to Section 31, Paragraph 3 of the Codetermination Act on a second ballot by a simple majority of the votes of the members of the Supervisory Board. If the required majority still is not achieved, a third ballot is held. Here again, a simple majority of the votes of the members suffices, but in this ballot, the Supervisory Board Chair has two votes pursuant to Section 31, Paragraph 4 of the Codetermination Act. Under Article 6, Paragraph 1 of the Articles of Incorporation, the number of members of the Board of Management is determined by the Supervisory Board but must be at least two. The Supervisory Board may appoint one member of the Board of Management to be its Chair and one member to be the Vice Chair pursuant to Section 84, Paragraph 2 of the German Stock Corporation Act and Article 6, Paragraph 1 of the Articles of Incorporation of Covestro AG.
Any amendments to the Articles of Incorporation are made pursuant to Section 179 of the German Stock Corporation Act and Articles 10 and 17 of the Articles of Incorporation. Under Section 179, Paragraph 1 of the German Stock Corporation Act, amendments to the Articles of Incorporation require a resolution of the Annual General Meeting. Pursuant to Section 179, Paragraph 2 of the German Stock Corporation Act, this resolution must be passed by a majority of three-quarters of the voting capital represented at the meeting, unless the Articles of Incorporation provide for a different majority. However, where an amendment relates to a change in the object of the company, the Articles of Incorporation may only specify a larger majority. Article 17, Paragraph 2 of the Articles of Incorporation utilizes the scope for deviation pursuant to Section 179, Paragraph 2 of the German Stock Corporation Act and provides that resolutions may be passed by a simple majority of the votes cast or, where a capital majority is required, by a simple majority of the capital represented. Pursuant to Article 10, Paragraph 9 of the Articles of Incorporation, the Supervisory Board may resolve on amendments to the Articles of Incorporation that relate solely to their wording.
The capital stock of Covestro AG amounted to €207,900,000 as of December 31, 2025, and is composed of 207,900,000 no-par value bearer shares. Each share confers equal rights and one vote at the Annual General Meeting (AGM).
The 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 by up to €57,960,000 in the period through April 15, 2026, by issuing new shares against cash contributions and/or contributions in kind (Authorized Capital 2021); new shares will always participate in the profit from the beginning of the fiscal year of issue. With the approval of the Supervisory Board of November 25, 2025, the Board of Management resolved on November 21, 2025 to use part of the Authorized Capital 2021 to increase the capital stock by €18,900,000, from €189,000,000 to €207,900,000. This means that the Board of Management is still authorized to increase the capital stock by up to €39,060,000 by issuing new shares from Authorized Capital 2021. The Board of Management is also authorized, with the approval of the Supervisory Board, to disapply the subscription rights of shareholders in certain cases. This applies initially to capital increases in return for contributions in kind, especially in the context of business combinations or acquisitions. In the case of capital increases in return for cash contributions, the authorization permits subscription rights to be disapplied for fractions to protect holders or creditors of warrants/conversion rights arising from bonds from dilution. The authorization also permits subscription rights to be disapplied if the issue price of the new shares, whose proportionate amount accounts for a maximum of 10% of the existing capital stock, is not significantly lower than the market price. The capital increase described above used this permission in full so that subscription rights may not be disapplied again under the current authorization.
On April 17, 2025, the AGM additionally authorized the Board of Management to issue bonds with conversion or exchange rights or warrants, or with conversion obligations on up to 18,900,000 shares. Based on this authorization, convertible/warrant bonds can be issued up to a total nominal value of €2,000,000,000 in the period through April 16, 2030. The 2025 AGM also resolved to conditionally increase the capital stock by up to €18,900,000 by issuing up to 18,900,000 shares to grant shares to the holders or creditors of such convertible/warrant bonds (Conditional Capital 2025). The aforementioned bonds can be issued in return for cash contributions or contributions in kind. The Board of Management is authorized, with the approval of the Supervisory Board, to disapply shareholders’ subscription rights when instruments are issued in return for contributions in kind, particularly as part of business combinations or acquisitions. When instruments are issued in return for cash contributions, subscription rights can be disapplied, with the approval of the Supervisory Board, for fractions to protect holders or creditors of warrants/conversion rights arising from (other) bonds from dilution. The authorization also permits subscription rights to be disapplied if the issue price of a bond is not significantly below its theoretical market value as determined in accordance with recognized actuarial principles, while at the same time limiting the volume of subscription shares to 10% of the existing capital stock. Shares from a capital increase from authorized capital must also be included when calculating this volume. The capital increase from Authorized Capital 2021 described above used this permission in full so that subscription rights may therefore not be disapplied again under the current authorization.
In addition, the Board of Management declared in a Corporate Commitment ending no later than April 15, 2026, that it will not increase the company’s capital stock from Authorized Capital 2021 and Conditional Capital 2025 by a total of more than 10% of the capital stock, insofar as capital increases are implemented while disapplying subscription rights. Due to the capital increase by €18,900,000 (equivalent to 10% of the existing capital stock of €189,000,000) from Authorized Capital 2021 while disapplying subscription rights resolved on November 21, 2025, this Corporate Commitment is fully utilized.
The AGM adopted a resolution on April 17, 2024 authorizing the Board of Management until April 16, 2029 to acquire treasury shares in an amount of up to 10% of the company’s capital stock. The acquisition may only take place via the stock exchange or by means of a public purchase offer and must satisfy the principle of the equal treatment of shareholders, and the price must not be more than 10% higher or lower than the market price.
The Board of Management is furthermore authorized to use the treasury shares acquired for all purposes permitted by law, including their sale via the stock exchange or by means of an offer to all shareholders, while satisfying the principle of the equal treatment of shareholders; if they are sold via the stock exchange, shareholders’ subscription rights are disapplied, and if they are sold by means of a public offer, the Board of Management is authorized to disapply subscription rights for fractions. In addition, the Board of Management is authorized: a) with the approval of the Supervisory Board, to sell the shares outside the stock exchange, if the selling price is not significantly lower than the market price, and with the proviso that this authorization is limited to a proportionate amount of up to 10% of the capital stock; b) with the approval of the Supervisory Board, to transfer the shares to third parties, in particular to acquire companies or equity investments; c) with the approval of the Supervisory Board, to use the shares to service warrants or conversion rights arising from bonds; d) to retire the shares without a further resolution by the AGM e) with the approval of the Supervisory Board, to use the shares to pay a scrip dividend. For the purposes specified in letters a), b), and c), shareholders’ subscription rights are disapplied; for the purpose specified in letter e), the Board of Management is authorized to disapply subscription rights. Shares from a capital increase from authorized capital must also be included when calculating the amount authorized under letter a). As a result of the capital increase from Authorized Capital 2021 described under “Board of Management’s Authorizations to Issue Shares,” this has therefore already been utilized so that no further sale outside the stock exchange while disapplying subscription rights is possible under the current authorization under letter a).
The transactions to acquire treasury shares may also be entered into by an independent financial institution using put or call options at a market-driven price, although the purchase of the shares using such derivatives must be made by April 16, 2029 and is at the same time limited to up to 5% of the capital stock.
Some debt financing instruments contain clauses that refer to cases of change of control. Such clauses grant the respective investor additional rights of termination, which may be restricted by additional conditions – such as a rating being downgraded. Our syndicated credit line and our bonds, for example, are governed by change-of-control agreements. The takeover by XRG did not trigger termination rights, either for the syndicated line of credit or for the bonds. Where the lenders have not waived formal termination rights, the corresponding financial debt recognized in the balance sheet is reported as current. Covestro has enough financial resources to ensure any repayments at short notice.
For the case of a takeover offer for Covestro AG, agreements are in place that impose limits on the financial benefits in the event of early termination of the service contract of a Board of Management member due to a change of control. Such payments are subject to the severance cap set out in the German Corporate Governance Code as amended on April 28, 2022, and may not exceed compensation for the remaining term of the contract. Due to the voluntary takeover offer by ADNOC International Germany Holding AG, no such arrangements were included in the Board of Management contract of Monique Buch of June 2025 and in the future contract of Dr. Thorsten Dreier from July 2026 onward.