XRG Secures All Regulatory Clearances for Acquisition of Covestro AG

Approvals obtained under the EU Foreign Subsidies Regulation and German FDI regime

Acquisition expands XRG’s global reach in chemicals and supports its ambition to become a top three global chemicals investor

Focus on unlocking the company’s full potential through disciplined, long-term value-creation

Marks a new chapter of close cooperation with Covestro’s management

Abu Dhabi, UAE – November 21, 2025: ADNOC International Germany Holding AG (the “Bidder”), a wholly-owned indirect subsidiary of XRG P.J.S.C. (“XRG”), announced today that it has received the remaining regulatory clearances for its voluntary public takeover offer (the “Acquisition”) to all shareholders of Covestro AG (“Covestro”) from the German Federal Ministry for Economic Affairs and Energy under Germany’s Foreign Direct Investment regime, following the clearance from the European Commission under the EU Foreign Subsidies Regulation on Friday, November 14, 2025.

The approvals follow a thorough and constructive review process and allow the transaction to proceed toward completion in the coming days.

Expanding XRG’s Global Reach in Chemicals

The Acquisition supports XRG’s strategy to expand its international footprint and build a diversified, future-ready industrial portfolio connecting energy, chemicals, and advanced materials. It establishes a long-term industrial partnership combining XRG’s scale, reach, and disciplined investment approach with Covestro’s recognized technology, talent, and manufacturing expertise across Europe, Asia, and the Americas.

Dr. Rainer Seele, President of Global Chemicals at XRG, said: “Securing these regulatory clearances allows us to move forward and focus on establishing a long-term, stable partnership with Covestro. This acquisition strengthens XRG’s international footprint in chemicals and supports our ambition to become a top three global investor in the sector. We have deep respect for Covestro’s people and expertise, and we look forward to working closely with its management team to realize the company’s full potential.”

Chemicals remain the backbone of modern life, enabling innovation and progress in mobility, digital infrastructure, construction, renewable energy, and healthcare. Through Covestro, XRG gains greater geographic reach and exposure to structural global growth trends, including the energy transition, circular manufacturing, and the rising demand for advanced materials that enable sustainable economic progress.

Dr. Markus Steilemann, CEO of Covestro, added: “Joining forces with XRG marks an exciting new phase for Covestro. With XRG as a strong and long-term-oriented partner, we will drive innovation and digital transformation, scale circular solutions – and take our ‘Sustainable Future’ strategy to the next level. Our partnership reflects not only shared goals and ambitions for a successful future and a new chemical era, but also mutual benefits and opportunities for both Covestro and XRG. I am convinced that together we can unlock new opportunities and set new standards for the chemical industry.”

Covestro: A Global Leader in High-Performance Materials

Headquartered in Leverkusen, Germany, Covestro is a world-leading manufacturer of high-quality polymer materials, offering a suite of advanced technologies and products that support sustainability and the circular economy. The company counts approximately 17,500 people among its global workforce and operates 46 production sites and 13 R&D centers worldwide.

With a broad portfolio of more than 10,000 products, Covestro manufactures high-performance materials for industries such as mobility, construction, and electronics. Its technologies also support data-center efficiency and the growth of artificial intelligence through advanced thermal management and molding solutions, among others.

Under XRG ownership, Covestro will remain headquartered in Leverkusen and continue operating under its existing management. XRG remains fully committed to maintaining all existing employee agreements, including collective bargaining and co-determination arrangements. XRG will collaborate with Covestro’s management to identify further opportunities to enhance operational efficiency, strengthen resilience and capture long-term value as the company enters this next phase.

Next steps

With all offer conditions set forth in the public offer document published on October 25, 2024 (the “Offer Document”) now fulfilled, XRG will proceed to close the Acquisition.

The Offer Document, including details on the settlement payments, as well as further information is available at: https://www.covestro-offer.com

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About XRG:

XRG is an international investment company with an enterprise value of $150 billion, investing across natural gas, chemicals and scalable energy solutions that power AI and industry globally. Headquartered in Abu Dhabi and wholly owned by ADNOC, XRG’s portfolio includes operating and non-operating interests in assets and companies that are meeting the rapidly increasing global demand for energy and the chemicals that are essential for sustainable economic growth.

To find out more, visit: www.xrg.com

For media inquiries, please contact: media@xrg.com