Covestro AGM approves squeeze-out of minority shareholders by XRG

Election of four members to the Supervisory Board: Mercedes Alonso Benito, Guy Janssens, Khaled Salmeen and Dr Rainer Seele

Covestro's Annual General Meeting (AGM) has officially approved a corporate squeeze-out, resulting in the transfer of all remaining minority shares to the majority shareholder, XRG, for €59.46 per share. The AGM was held as an in-person event at the World Conference Center Bonn.

During the Annual General Meeting, shareholders approved a corporate squeeze-out under German law, resulting in the transfer of minority shares to the majority shareholder, XRG P.J.S.C.. XRG will now control 96.16% of the capital stock, providing minority shareholders with a cash compensation of €59.46 per share.

This move streamlines corporate decision-making and accelerates XRG’s strategic goals.

“Despite the challenging market environment in the fiscal year 2025, we continued to future-proof Covestro and consistently advanced our transformation,” said Dr Markus Steilemann, Chief Executive Officer of Covestro.

“With XRG as a partner at our side, we can now accelerate the implementation of our ‘Sustainable Future’ strategy even further. Today’s resolution on the corporate law squeeze-out will enable closer collaboration and even faster decision-making processes.”

“Covestro has a strong technological foundation, high innovative strength and significant potential in key future markets. Together with XRG, this creates new strategic opportunities for the company’s long-term development. I am convinced that this positions Covestro very well to continue its successful transformation,” emphasized Dr Rainer Seele, Chairman of the Supervisory Board of Covestro.

The AGM elected Mercedes Alonso Benito, Guy Janssens, Khaled Salmeen and Dr Rainer Seele as shareholder representatives to the Supervisory Board. The four members had already been appointed by the Local Court of Cologne in December 2025 and have now been elected by the Annual General Meeting for a regular term of office of approximately four years. The candidates bring extensive expertise in the fields of chemicals, finance, energy and corporate governance.

In line with the Group’s dividend policy, which links the dividend to the company’s economic situation, no dividend will be distributed for fiscal year 2025. The reason for this is again the Group’s negative net income for fiscal year 2025 of minus €644 million.