XRG To Acquire Covestro Via Squeeze-Out Tender Offer

XRG Public Joint Stock Company, Abu Dhabi, United Arab Emirates (hereinafter referred to as “XRG”), has submitted a formal application to the Management Board of Covestro AG (Securities Identification Code: DE0006062144 / German Securities Identification Number: 606214).

This application is made under Section 327a(1)(1) of the German Stock Corporation Act, requesting the convening of a shareholders' meeting of Covestro AG, and the voting on the transfer of the remaining minority shares held by shareholders to XRG at this meeting.

This share transfer will be made at a reasonable cash compensation, which is referred to as in the Company Law.Forced squeeze-out takeoverXRG also disclosed the proposed cash compensation per share.

Offering a purchase price of €59.46 per share to minority shareholders

XRG has informed Covestro AG that it directly and through its wholly owned indirect subsidiaries, namely Abu Dhabi National Oil Company International Germany Holding GmbH, collectively holds 95.1% of the share capital of Covestro (excluding Covestro's own treasury shares). According to this, XRG is considered a controlling shareholder as defined in Section 327a(1)(1) of the German Companies Act.

XRG further announced that the cash compensation price for the transfer of Covestro's minority shareholders' stakes has been set at€59.46 per shareThe cash compensation standard is based on a professional assessment report provided by PricewaterhouseCoopers Frankfurt Audit and Tax Advisory Co., Ltd.

According to the German Stock Corporation Act, the aforementioned mandatory squeeze-out acquisition can only take effect after the resolution on the share transfer is recorded in the commercial register of Covestro. Covestro plans to do so in the expectedMay 19, 2026At the annual shareholders' meeting, the resolution for the compulsory squeeze-out acquisition will be submitted for voting. The notice for convening the relevant shareholders' meeting will be issued separately.