ADNOC International Germany Holding AG

  Press 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     XRG (formerly known as ADNOC International) achieves highly successful final acceptance rate of its tender offer for Covestro Transaction marks pivotal milestone in XRG’s international chemicals growth strategy and ambition to become a top five global chemicals player First major transformational investment for XRG, enabling ADNOC to deliver on its international growth strategy Completion of the transaction is subject to regulatory clearances and closing is expected for the second half of 2025   Abu Dhabi, UAE | Frankfurt, Germany – December 19, 2024: ADNOC International Germany Holding AG (the “Bidder”), a wholly owned indirect subsidiary of XRG P.J.S.C. (formerly known as ADNOC International Limited, together with the Bidder and other companies of ADNOC Group “XRG”) announces the final results of the voluntary public takeover offer (the “Takeover Offer”) to all shareholders of Covestro AG (“Covestro” or the “Company”). The aggregate of the shares tendered and already purchased by XRG amount to c. 91.32% of the total shares outstanding of Covestro. XRG will become the new majority shareholder of Covestro, a world leader in high-quality polymer materials, subject to outstanding regulatory approvals. Today’s announcement marks a pivotal milestone in XRG’s ambitious growth strategy to become a top five global chemicals player. His Excellency Dr. Sultan Ahmed Al Jaber, Executive Chairman of XRG, said: “We are delighted that our offer for Covestro was accepted by the overwhelming majority of shareholders. Today’s significant milestone marks the first major transformational investment for XRG, accelerating our ambition to become a top five global chemicals player, as we strive to meet the growing global demand for energy and chemical products, and accelerate the transition towards a circular economy. As a strategic, long-term and value-add investor, XRG is fully committed to Covestro's “Sustainable Future” strategy, and we look forward to delivering value for all stakeholders and unlocking new growth opportunities together with the management team and employees of Covestro.” XRG and Covestro remain fully focused on fulfilling the regulatory conditions, including merger control, foreign investment control, and EU Foreign Subsidies Regulation clearances. The transaction is expected to close in the second half of 2025. This transaction will solidify Covestro’s position as one of the world’s leading manufacturers of high-quality polymer materials – in both the “Performance Materials” and “Solutions & Specialties” segments. Reinforcing XRG’s commitment to Covestro’s “Sustainable Future” strategy and further strategic development, XRG has undertaken to provide additional funding to Covestro by subscribing to a capital increase, from authorized capital with exclusion of subscription rights, of 10% of Covestro’s current share capital, at the Offer Price, at closing of the transaction. In addition, XRG shares the view of the Covestro management team that the passion and expertise of Covestro’s workforce is essential to the Company’s success and views the transaction as an opportunity to foster the continued development of Covestro. Information pertaining to regulatory clearances (in both English and German language) are available at www.covestro-offer.com.   ###   About XRG: XRG is a transformative international energy investment company, focused on lower-carbon energy and chemicals, and headquartered in Abu Dhabi. Wholly owned by ADNOC, XRG has an enterprise value of over $80 billion. Its portfolio includes interests in industry-leading companies that are meeting rapidly increasing global demand for lower carbon energy and the chemicals that are essential building blocks for products central to modern life. To find out more, visit: www.XRG.com For media inquiries, please contact: media@XRG.com   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 American 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.