Voluntary Public Takeover Offer by ADNOC International Germany Holding AG to the Shareholders of Covestro AG

Disclaimer – Legal Notices

You have entered the website which ADNOC International Germany Holding AG has designated for the publication of documents and information in connection with the voluntary public takeover offer to acquire all shares of Covestro AG.

Shareholders of Covestro AG are kindly requested to read and acknowledge the following legal notices on this page before going on to the pages containing documents and notifications in connection with the takeover offer.

Important Legal Information

On 1 October 2024, ADNOC International Germany Holding AG (the “Bidder”) published its decision to make a voluntary public takeover offer to the shareholders of Covestro AG (the “Covestro Shareholders”) to acquire all shares in Covestro AG (the “Covestro Shares”) by way of a voluntary public takeover offer (the “Takeover Offer”). On 25 October 2024, the Bidder has published the offer document after such publishment was approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) as well as further information relating to the Takeover Offer.

On the following pages you will find the publication of the decision to make the Takeover Offer in accordance with Section 10 para. 1 and para. 3 in conjunction with Sections 29, 34 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, “WpÜG”) dated 1 October 2024 as well as the offer document,  press releases and other information regarding the Takeover Offer. All information contained and documents made available on this website are for information purposes only and in order to comply with the provisions of the WpÜG, the German Ordinance on the Contents of the Offer Document, the Consideration in Takeover Offers and Mandatory Offers and the Exemption from the Obligation to Publish and to Make an Offer (WpÜG-Angebotsverordnung) and other applicable laws in connection with the Takeover Offer. The Takeover Offer relates to shares in a German company and is subject to the statutory provisions of the Federal Republic of Germany on the implementation of such an offer. The Takeover Offer has not been submitted to the review or registration procedures of any securities regulator outside of Germany and has not been approved or recommended by any securities regulator.

The Takeover Offer is implemented exclusively on the basis of the applicable provisions of German law, in particular the WpÜG, and certain securities law provisions of the United States of America. The Takeover Offer is 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).

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 relates to shares in a German company admitted to trading on the Frankfurt Stock Exchange and is 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. To the extent that the Takeover Offer is subject to the United States securities laws, such laws only apply with respect to Covestro Shareholders in the United States of America and no other person has any claims under such laws.

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 company or its officers or directors in a non-United States court for violations of United States securities laws. It also may not be possible to compel a non-United States company or its subsidiaries to submit themselves to a United States of America court’s judgment.

The publication, dispatch, distribution or dissemination of the offer document or other documents related to the Takeover Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States of America may be subject to legal restrictions. The offer document and other documents related to the Takeover Offer may not be dispatched to or disseminated, distributed or published by third parties in countries in which this would be illegal. The Bidder has not given its permission for the dispatch, publication, distribution or dissemination of the offer document by third parties outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States of America. Therefore, custodian investment service providers may not publish, dispatch, distribute, or disseminate the offer document outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States of America unless in compliance with all applicable domestic and foreign statutory provisions.

The offer to acquire Covestro Shares is being made solely pursuant to the terms and conditions of the Takeover Offer. Further, the information and documents made available on this website do not constitute an invitation to make an offer to sell or acquire Covestro Shares and do not aim to issue a guarantee or constitute any other legal obligation of the Bidder. The terms of the Takeover Offer may differ from the basic information described on the following pages. The Bidder reserves the right to amend the terms and conditions of the Takeover Offer to the extent permitted by law.

I hereby confirm that I have read the above legal notices and information.