Disclosure of Material Transactions with Related Parties Pursuant to Section 111c para. 4 of the German Stock Corporation Act (AktG)

Leverkusen – As a result of the acquisition of shares in Covestro AG by (i) ADNOC International Germany Holding AG as well as (ii) XRG P.J.S.C. (“XRG”) as part of the expected acquisition of shares based on the exclusion of minority shareholders from Covestro AG (squeeze-out under stock corporation law) resolved at the annual general meeting of Covestro AG on May 19, 2026, restructuring measures are being implemented in connection with the real estate holdings of Covestro AG’s subsidiaries: The real estate-holding subsidiaries of Covestro AG, Covestro First Real Estate GmbH, a directly wholly-owned subsidiary of Covestro AG, (“C1RE”), and Covestro Second Real Estate GmbH, a directly wholly-owned subsidiary of C1RE, (“C2RE”), have, togeth-er with XRG Germany Holding GmbH, a directly wholly-owned subsidiary of XRG, (“XRG Hold-ing”), incorporated new companies: C1RE, together with XRG Holding, has incorporated Covestro Third Real Estate GmbH (“C3RE”), and C2RE, together with XRG Holding, has incorpo-rated Covestro Fourth Real Estate GmbH (“C4RE”). Upon the respective incorporations, C1RE and C2RE each assumed 99.99% of the shares, and XRG Holding assumed 0.01% of the shares in each case. XRG Holding, C3RE and C4RE are “related parties” within the meaning of Section 111a para. 1 sentence 2 of the German Stock Corporation Act (AktG). On June 2, 2026, C1RE and C2RE each entered into real estate purchase agreements with each of C3RE and C4RE, pursuant to which real estate with a total current value of EUR 550,512,335.00 is to be transferred from C1RE and C2RE to C3RE and C4RE. 

On June 3, 2026, XRG Holding, as the buyer, entered into a share purchase and transfer agreement with C1RE as well as C2RE, as the respective sellers, for an additional 10% of the shares in C3RE and C4RE, respectively. The total purchase price for these shares was below the threshold specified in Section 111b para. 1 sentence 1 of the German Stock Corporation Act (AktG) for legal transactions with related parties. As agreed, the respective purchase price for the acquired shares corresponds to their share in the actual value of the real estate plus their respective share in the additional net assets of C3RE and C4RE, respectively, existing at the time the agreement was concluded. In order to conclusively assess the actual value of the real estate, a valuation of the real estate which are subject to the purchase will be conducted prior to closing, on the basis of which XRG Holding’s respective consideration for its stake in C3RE and C4RE will then be adjusted if necessary. 

The closing of the real estate purchase agreements, including the remaining purchase price pay-ments under the real estate purchase agreements, is expected in the second quarter of 2027.