Market Release

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY OTHER JURISDICTION WHERE TO DO SO WOULD VIOLATE THE LAWS OF SUCH JURISDICTION

ADNOC International Announces Start of the Acceptance Period for its Voluntary Public Takeover Offer for Covestro

• Offer document published following approval by BaFin
• Acceptance period commences today and ends on November 27, 2024
• Offer price of €62 per share in cash, representing an attractive premium of c. 54% to the unaffected share price of Covestro
• Board of Management and the Supervisory Board of Covestro welcome and support the takeover offer
• Offer subject to minimum acceptance threshold of 50% plus one share and other conditions

Abu Dhabi, UAE | Frankfurt, Germany – October 25, 2024: ADNOC International Germany Holding AG (the “Bidder”), a wholly owned indirect subsidiary of ADNOC International Limited (together with the Bidder and other companies of ADNOC Group “ADNOC International”), today published the Offer Document for its voluntary public takeover offer (the “Takeover Offer”) to all shareholders of Covestro AG (“Covestro” or the “Company”) for the acquisition of all outstanding shares of Covestro, following approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – “BaFin”).

As of today, Covestro shareholders can accept the Takeover Offer by tendering their shares at an attractive offer price of €62 in cash per Covestro share (the “Offer Price”), which represents a premium of c. 54% to the unaffected closing share price of Covestro on June 19, 2023, the day prior to first market rumors regarding a potential transaction.

The Board of Management and the Supervisory Board of Covestro welcome and support the Takeover Offer and, subject to their review of the Offer Document, intend to recommend that Covestro shareholders accept the Takeover Offer.

The acceptance period will end at 24:00 hrs (Frankfurt am Main local time) / 18:00 hrs (New York local time) on November 27, 2024. Essential details as to how the Takeover Offer can be accepted are set out in the Offer Document in relation to the Takeover Offer (the “Offer Document”). To tender their shares, shareholders should contact their respective custodian bank or any other securities services company where their Covestro shares are being held. Shareholders should in particular enquire with their custodian banks for any relevant deadlines set by custodian banks which may require actions prior to the end of the acceptance period.

The Takeover Offer is subject to a minimum acceptance threshold of 50% plus one share of the Company’s issued share capital (Grundkapital), absence of certain material adverse changes, and certain further customary conditions including merger control, foreign investment control, and EU Foreign Subsidies Regulation clearances, which are set forth in the Offer Document.

Following the successful completion of the Takeover Offer, ADNOC International has undertaken to not enter into a domination and/or profit and loss transfer agreement (Beherrschungs- und/ oder Gewinnabführungsvertrag) during the term of the Investment Agreement, which expires on December 31, 2028. The Board of Management has agreed to support, subject to its fiduciary duties, a delisting of Covestro and/or a squeeze-out if ADNOC International intends to execute either. Covestro has further undertaken to not propose a dividend until the consummation of the transaction.

The Offer Document and other information pertaining to the Takeover Offer (in both English and German language) are now available at www.covestro-offer.com. Copies of the Offer Document can also be obtained in Germany free of charge at Morgan Stanley Europe SE, Große Gallusstraße 18, 60312 Frankfurt am Main (requests via fax to +49 69 2166 7676 or via email at newissues_germany@morganstanley.com indicating a valid mailing address).

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About ADNOC International

ADNOC International holds assets and investments across sectors spanning energy, chemicals, and low-carbon solutions globally.

Contact

Oliver Thompson
Vice President, Financial Communications
media@adnoc.ae

Important notice

This announcement constitutes 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 are set out in the Offer Document as approved for publication by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of Covestro Shares are strongly advised to read the Offer Document and all other documents relating to the Takeover Offer, as they contain important information.

The Takeover Offer is 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 is not 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 published in this announcement relates to shares in a German company admitted to trading on the Frankfurt Stock Exchange and are 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 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 Amserica 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 in future change their intentions and estimates stated in documents or notifications or in the Offer Document published hereby.