At today’s Annual General Meeting of Covestro AG, all proposals submitted by the Board of Management and the Supervisory Board were approved by the required majority. The actions of both the Board of Management and the
Supervisory Board were ratified. The Annual General Meeting was held as an in-person event at the World Conference Center Bonn.
Transfer of the minority shareholders’ shares to XRG approved
The Annual General Meeting approved the squeeze-out under German stock corporation law and thus the transfer of the shares held by the minority shareholders to the main shareholder, XRG P.J.S.C., Abu Dhabi, United Arab Emirates, with 96.16% of capital stock. As announced, the cash compensation amounts to EUR 59.46 per share.
“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.
Election of Supervisory Board members
The Annual General Meeting 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.
No dividend payment for fiscal year 2025
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 EUR 644 million.
Further information and documents:
Detailed voting results for the agenda items of the Annual General Meeting will be made available at Annual General Meeting | Covestro.