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Tuesday - May 3, 2016

Annual Stockholders’ Meeting ratifies actions of Board of Management and Supervisory Board

Covestro pays first dividend of EUR 0.70

Materials manufacturer Covestro is paying its shareholders a first dividend of EUR 0.70 per share for 2015. This was decided at the company’s first Annual Stockholders’ Meeting following its stock market listing, which took place on Tuesday in Cologne. At the same time, the actions of the Board of Management and Supervisory Board were ratified.

Prior to this, CEO Patrick Thomas presented a review of the past fiscal year to the attending shareholders. “Last year, we not only achieved our independence, introduced our colorful new brand and successfully listed Covestro on the stock market, we also achieved our business targets. Based on these accomplishments, we are confident that we can look forward to an even more successful future.”

CFO Frank H. Lutz added: “We have continued our strong performance into the current financial year and we want our shareholders to participate in this in the long term. We intend to maintain a consistent dividend payout ratio of 30 to 50 percent of net income.”

In 2016, Covestro is anticipating core volume growth in the mid-single-digit percentage range. Free operating cash flow is expected to be at a high level and above the average for previous years. As far as the return on capital employed (ROCE) is concerned, the company again expects to earn a premium on its cost of capital.

The results of the voting are detailed below.

Agenda item 2:
Resolution on the use of the distributable profit
As proposed by the Board of Management and Supervisory Board, the Annual Stockholders’ Meeting resolved by the necessary majority to utilize the entire distributable profit of around EUR 142 million reported in the financial statements for fiscal 2015. This is equivalent to a dividend of EUR 0.70 for each share entitled to a dividend for the three months in 2015 starting with termination of the profit and loss transfer agreement with Bayer.

Agenda items 3 and 4:
Ratification of the actions of the Board of Management and Supervisory Board
The actions of the members of the Board of Management and Supervisory Board were ratified by the necessary majority.

Agenda item 5:
Election of the auditors of the financial statements
The Annual Stockholders’ Meeting voted by the necessary majority to accept the proposal of the Supervisory Board that PricewaterhouseCoopers AG Wirtschaftsprüfungsgesellschaft, Essen, Germany, be elected as auditor of the annual and consolidated financial statements.

Agenda items 6 and 7:
Compensation of the Board of Management and Supervisory Board
The Annual Stockholders’ Meeting voted by the necessary majority to approve the current compensation system for members of the Board of Management. Furthermore, the Annual Stockholders’ Meeting voted by the necessary majority to accept the proposal that the members of the first Supervisory Board receive compensation in line with the provisions outlined in Section 12 of the Articles of Incorporation.


You will find the results of voting on the individual agenda items at: investor.covestro.com/en/events/annual-stockholders-meeting/annual-stockholders-meeting-2016/

About Covestro:
With 2015 sales of EUR 12.1 billion, Covestro is among the world’s largest polymer companies. Business activities are focused on the manufacture of high-tech polymer materials and the development of innovative solutions for products used in many areas of daily life. The main segments served are the automotive, electrical and electronics, construction and the sports and leisure industries. Covestro, formerly Bayer MaterialScience, has 30 production sites around the
globe and as of the end of the first quarter 2016 employed approximately 15,700 people (full-time equivalents).

Find more information at www.covestro.com.
Follow us on Twitter: www.twitter.com/CovestroGroup


Forward-looking statements
This press release may contain forward-looking statements based on current assumptions and forecasts made by Covestro AG. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. These factors include those discussed in Covestro’s public reports which are available on the Covestro website at www.covestro.com. Covestro assumes no liability whatsoever to update these forward-looking statements or to conform them to future events or developments