Covestro AG is the parent company and strategic management holding company of the Covestro Group. The principal management functions for the entire Group are performed by the Board of Management. These include strategic planning for the Group, resource allocation, and executive and financial management. Covestro AG’s results of operations, financial position, and net assets are largely determined by the business performance of its subsidiaries.
In fiscal 2024, following a voluntary takeover offer to the shareholders of Covestro AG, XRG P.J.S.C. (formerly ADNOC International Limited), Abu Dhabi (United Arab Emirates), via its wholly owned indirect subsidiary ADNOC International Germany Holding AG, Munich (Germany), reached the minimum acceptance threshold of 50% plus one Covestro share. On November 21, 2025, the transaction was given foreign trade clearance for Germany, the last regulatory approval required. The voluntary takeover offer to the shareholders of Covestro AG by ADNOC International Germany Holding AG was ultimately completed on December 10, 2025. The ADNOC Group holds 95.1% of the shares of Covestro AG: ADNOC International Germany Holding AG holds 83.4% and XRG P.J.S.C. 11.7% of the shares of Covestro AG. There is no control and profit and loss transfer agreement between Abu Dhabi National Oil Company P.J.S.C., Abu Dhabi (United Arab Emirates), which is wholly owned by the government of the Emirate of Abu Dhabi, and Covestro AG.
The Financial Statements of Covestro AG are prepared in accordance with the German Commercial Code (HGB) and the German Stock Corporation Act (AktG). The company, headquartered in Leverkusen (Germany), is registered in the commercial register of the Local Court of Cologne under No. HRB 85281.
Covestro AG performs energy-specific services for Covestro Brunsbüttel Energie GmbH, Brunsbüttel (Germany), (affiliated power and gas grid operator) and therefore prepares activity reports in the areas of electricity supply and gas supply pursuant to Section 6b (3) Sentence 1 Nos. 2 and 4 of the German Energy Industry Act (EnWG).
There is a control and profit and loss transfer agreement between Covestro AG and Covestro Deutschland AG, Leverkusen (Germany). All profit not subject to a prohibition on transfer is transferred in full to Covestro AG at the end of the year. Losses are absorbed in full. Other retained earnings recognized during the term of the agreement must be released upon request by Covestro AG and used to compensate a net loss for the year or transferred as profit.
In addition, there is another profit and loss transfer agreement between Covestro First Real Estate GmbH, Leverkusen (Germany), and Covestro AG. The contractual arrangements are identical to those in the existing agreement with Covestro Deutschland AG.