XRG P.J.S.C., Abu Dhabi, United Arab Emirates (“XRG”), today submitted to the Board of Management of Covestro AG (ISIN: DE0006062144 / WKN 606214) the formal request in accordance with Section 327a para. 1 sentence 1 of the German Stock Corporation Act (Aktiengesetz) to convene a general meeting of Covestro AG at which a resolution is to be passed on the transfer of the shares of the company’s remaining shareholders (minority shareholders) to XRG in exchange for an appropriate cash compensation (so-called squeeze-out under stock corporation law), and in doing so disclosed the cash compensation per share it has determined.
XRG has informed Covestro AG that it holds a 95.1% stake in the share capital of Covestro AG (before deduction of Covestro AG’s treasury shares) directly and through its wholly-owned indirect subsidiary ADNOC International Germany Holding AG. It is thus the majority shareholder within the meaning of Section 327a para. 1 sentence 1 of the German Stock Corporation Act.
XRG has further announced that it has set the cash compensation for the transfer of the shares held by the minority shareholders of Covestro AG at EUR 59.46 per share of Covestro AG. The determined cash compensation is based on an expert opinion issued by PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main.
The squeeze-out under stock corporation law will not take effect until the transfer resolution is entered in the commercial register of Covestro AG. Covestro AG plans to submit the resolution on the squeeze-out under German stock corporation law for approval at its ordinary general meeting, which is expected to be held on 19 May 2026. The convocation will be published separately.

Contact:
Ronald Köhler
Head of Investor Relations
Phone: +49 214 6009 5098
E-mail: ronald.koehler@covestro.com