EQS-WpÜG: Takeover Offer / Target company: Covestro AG; Bidder: ADNOC International Germany Holding AG

PUBLICATION OF THE DECISION

TO MAKE A TAKEOVER OFFER

Publication of the decision to make a voluntary public takeover offer (freiwilliges öffentliches Übernahmeangebot) pursuant to Section 10 para. 1 and para. 3 in conjunction with Sections 29, 34 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz)

Bidder:

ADNOC International Germany Holding AG

Westendstraße 28

60325 Frankfurt am Main

Germany

Registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich under HRB 294070.

Target:

Covestro AG

Kaiser-Wilhelm-Allee 60

51373 Leverkusen

Germany

Registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Cologne under HRB 85281.

ISIN: DE0006062144

Today, ADNOC International Germany Holding AG (the “Bidder”), a wholly-owned indirect subsidiary of ADNOC International Limited, decided to make a voluntary public takeover offer to all shareholders of Covestro AG (the “Company”) for the acquisition of all non-par value bearer shares in the Company (ISIN: DE0006062144), each share representing a proportionate amount of EUR 1.00 of the share capital of the Company (the “Covestro Shares”) against payment of cash consideration in the amount of EUR 62.00 per Covestro Share (the “Takeover Offer”).

The Offer Document (in German and a non-binding English translation) which will set forth the detailed terms and conditions of the Takeover Offer, as well as further information relating thereto, will be published by the Bidder following approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) on the internet at the website www.covestro-offer.com.

The Bidder reserves the right, to the extent permissible by law, to deviate from the above described parameters.

Important notice:

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Covestro Shares. The final terms of the Takeover Offer as well as other provisions relating to the Takeover Offer will be communicated in the Offer Document after the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has permitted the publication of the Offer Document. The Bidder reserves the right to deviate from the key items presented here in the final terms and conditions of the Takeover Offer to the extent legally permissible. Investors and holders of Covestro Shares are strongly advised to read the Offer Document and all other documents relating to the Takeover Offer as soon as they have been made public, as they will contain important information. The Offer Document for the Takeover Offer (in German and a non-binding English translation) with the detailed terms and conditions and other information on the Takeover Offer will be published after approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht), amongst other information, on the internet at www.covestro-offer.com.

The Takeover Offer will be implemented exclusively on the basis of the applicable provisions of German law, in particular the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG), and certain securities law provisions of the United States of America. The Takeover Offer will not be conducted in accordance with the legal requirements of jurisdictions other than the Federal Republic of Germany or the United States of America (as applicable). Accordingly, no notices, filings, approvals or authorizations for the Takeover Offer have been filed, caused to be filed or granted outside the Federal Republic of Germany or the United States of America (as applicable). Investors and holders of Covestro Shares cannot rely on being protected by the investor protection laws of any jurisdiction other than the Federal Republic of Germany or the United States of America (as applicable). This announcement may not be released or otherwise distributed in whole or in part, in any jurisdiction in which the Takeover Offer would be prohibited by applicable law.

The Bidder reserves the right, to the extent permitted by law, to directly or indirectly acquire additional Covestro Shares outside the Takeover Offer on or off the stock exchange, provided that such acquisitions or arrangements to acquire shares are not made in the United States of America and will comply with the applicable German statutory provisions. The Takeover Offer announced in this announcement will relate to shares in a German company admitted to trading on the Frankfurt Stock Exchange and will be subject to the disclosure requirements, rules and practices applicable to companies listed in the Federal Republic of Germany, which differ from those of the United States of America and other jurisdictions in certain material respects.

Any contract entered into with the Bidder as a result of the acceptance of the planned Takeover Offer will be governed exclusively by and construed in accordance with the laws of the Federal Republic of Germany. It may be difficult for shareholders from the United States of America (or from elsewhere outside of Germany) to enforce certain rights and claims arising in connection with the Takeover Offer under United States of America federal securities laws (or other laws they are acquainted with) since the Bidder and the Company are located outside the United States of America (or the jurisdiction where the shareholder resides), and their respective officers and directors reside outside the United States of America (or the jurisdiction where the shareholder resides). It may not be possible to sue a non-United States of America company or its officers or directors in a non-United States of America court for violations of United States of America securities laws. It also may not be possible to compel a non-United States of America company or its subsidiaries to submit themselves to a United States of America court’s judgment.

To the extent that this document contains forward-looking statements, they are not statements of fact and are identified by the words "intend", "will" and similar expressions. These statements express the intentions, beliefs or current expectations and assumptions of the Bidder and the persons acting jointly with it. Such forward-looking statements are based on current plans, estimates and projections made by the Bidder and the persons acting jointly with it to the best of their knowledge, but are not guarantees of future accuracy (this applies in particular to circumstances beyond the control of the Bidder or the persons acting jointly with it). Forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and are usually beyond the Bidder's control or the control of the persons acting jointly with it. It should be taken into account that actual results or consequences in the future may differ materially from those indicated or contained in the forward-looking statements. It cannot be ruled out that the Bidder and the persons acting jointly with it will change their intentions and estimates stated in documents or notifications or in the Offer Document yet to be published after publication of the documents, notifications or the Offer Document.

Frankfurt am Main, 1 October 2024

ADNOC International Germany Holding AG

End of WpÜG announcement