Obligation Covestro 0% ( XS1377821464 ) en EUR

Covestro

100 % ▲

Allemagne

XS1377821464 ( en EUR )

10/03/2018 - Obligation échue

Prospectus brochure de l'obligation Covestro XS1377821464 en EUR 0%, échue

1 000 EUR

500 000 000 EUR

L'Obligation émise par Covestro ( Allemagne ) , en EUR, avec le code ISIN XS1377821464, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 10/03/2018

Base Prospectus, 26 February 2016
This document constitutes a base prospectus for the purposes of Art. 5(4) of Directive 2003/71/EC of the European Parliament and of the Council of
4 November 2003, as amended (the "Prospectus Directive") relating to issues of non-equity securities ("Non-Equity Securities") within the
meaning of Art. 22 No. 6(4) of Commission Regulation (EC) No. 809/2004 of 29 April 2004, as amended (the "Prospectus Regulation") under the
Programme (as defined below) by Covestro AG.

COVESTRO AG
(incorporated as a stock corporation (Aktiengesellschaft) in the Federal Republic of Germany)

EUR 5,000,000,000 Debt Issuance Programme

Under this base prospectus (together with any documents incorporated by reference therein, the "Base Prospectus"), Covestro AG
(the "Issuer"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue unsubordinated
bearer notes in a minimum denomination of EUR 1,000 per Note (together the "Notes"). The aggregate principal amount of Notes
issued under the Debt Issuance Programme described in this Base Prospectus (the "Programme") outstanding will not at any time
exceed EUR 5,000,000,000 (or the equivalent in other currencies). The principal amount of the Notes, the issue currency, the
interest payable in respect of the Notes, the issue prices and maturities of the Notes and all other terms and conditions which are
applicable to a particular Series and, if applicable, Tranche of Notes (each term as defined below, see "General description of the
Programme") will be set out in the document containing the final terms (each "Final Terms") within the meaning of Art. 26(5) of
the Prospectus Regulation.
The Commission de Surveillance du Secteur Financier (the "CSSF") of the Grand Duchy of Luxembourg in its capacity as
competent authority (the "Competent Authority") under the Prospectus Directive has approved this Base Prospectus as a base
prospectus within the meaning of Art. 5(4) of the Prospectus Directive pursuant to article 7 of the Luxembourg act relating to
prospectuses for securities (loi relative aux prospectus pour valeurs mobilières) dated 10 July 2005, as amended, which implements
the Prospectus Directive into Luxembourg law (the "Luxembourg Prospectus Law"). By approving this Base Prospectus, CSSF
gives no undertaking as to the economic and financial soundness of the operation or the quality or solvency of the Issuer.
The Issuer has requested the CSSF to provide the competent authorities in the Federal Republic of Germany ("Germany"), the
Republic of Austria ("Austria") and The Netherlands with a certificate of approval attesting that this Base Prospectus has been
drawn up in accordance with the Luxembourg Prospectus Law. The Issuer may request the CSSF to provide competent authorities
in additional host member states within the European Economic Area with such notification.
Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be listed on the
official list of the Luxembourg Stock Exchange (the "Official List") and to be admitted to trading on the Luxembourg Stock
Exchange's regulated market "Bourse de Luxembourg", appearing on the list of regulated markets issued by the European
Commission. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the Markets in
Financial Instruments Directive 2004/39/EC ("MiFID"). However, Notes may be listed on any other stock exchange or may be
unlisted as specified in the relevant Final Terms.
Each Tranche of Notes will be represented on issue by a temporary global note (each a "Temporary Global Note"). Interests in a
Temporary Global Note will be exchangeable, in whole or in part, for interest in a permanent global note (each a "Permanent
Global Note") on or after the date 40 days after the later of the commencement of the offering and the relevant issue date (the
"Exchange Date"), upon certification as to non-U.S. beneficial ownership. The Notes are intended to be held in a manner which
would allow Eurosystem eligibility. Therefore, the Global Notes will be deposited on the issue date either (i) in classical global note
form with Clearstream Banking AG, Frankfurt am Main ("Clearstream, Frankfurt") or (ii) in new global note form with a
common safekeeper for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream,
Luxembourg"). It does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary
policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition
will depend upon satisfaction of the Eurosystem eligibility criteria applicable from time to time.
This Base Prospectus will be published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu).
This Base Prospectus is valid for a period of twelve months after its approval.

Arranger
Deutsche Bank
Dealers
BofA Merrill Lynch
Citigroup
Deutsche Bank
J.P. Morgan
Société Générale Corporate & Investment Banking
UniCredit Bank

NOTICE
Covestro AG, Leverkusen ("Covestro AG" or the "Issuer", together with its consolidated subsidiaries,
"Covestro Group" or the "Group") with its registered office in Leverkusen, Germany accepts responsibility
for the information given in this Base Prospectus and for the information which will be contained in the Final
Terms.
The Issuer hereby declares that, having taken all reasonable care to ensure that such is the case, the
information contained in this Base Prospectus for which it is responsible is, to the best of its knowledge, in
accordance with the facts and contains no omission likely to affect its import.
This Base Prospectus is to be read in conjunction with those pages of the documents which are incorporated
herein by reference (see "Document Incorporated by Reference" below).
No person has been authorised to give any information or to make any representation other than those
contained in this Base Prospectus in connection with the issue or sale of the Notes and, if given or made, such
information or representation must not be relied upon as having been authorised by the Issuer or the Arranger
or any Dealer (as defined in "General Description of the Programme"). Neither the delivery of this Base
Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication
that there has been no change in the affairs of the Issuer since the date hereof or the date upon which this Base
Prospectus has been most recently supplemented or that there has been no adverse change in the financial
position of the Issuer since the date hereof or the date upon which this Base Prospectus has been most
recently supplemented or that any other information supplied in connection with the Programme is correct as
of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document
containing the same.
The distribution of this Base Prospectus and the offering or sale of the Notes in certain jurisdictions may be
restricted by law. Persons into whose possession this Base Prospectus comes are required by the Issuer, the
Arranger and the Dealer to inform themselves about and to observe any such restriction. The Notes have not
been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or
with any securities regulatory authority of any state or other jurisdiction of the United States. The Notes will
be issued in bearer form and are subject to certain U.S. tax law requirements. Subject to certain exceptions,
Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of, any
U.S. person. The term "U.S. person" has the meaning ascribed to it in Regulation S under the Securities Act
("Regulation S") and the U.S. Internal Revenue Code of 1986, as amended (the "Code") and regulations
thereunder. The Notes are being offered and sold outside the United States to non-U.S. persons pursuant to
Regulation S and may not be legally or beneficially owned at any time by any U.S. person. For a description
of certain restrictions on offers and sales of Notes and on distribution of this Base Prospectus, see
"Subscription and Sale - Selling Restrictions".
Neither this Base Prospectus nor any supplement(s) thereto nor any Final Terms may be used for the
purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not
authorised or to any person to whom it is unlawful to make such an offer or solicitation.
Neither this Base Prospectus nor any supplement(s) thereto nor the Final Terms constitute an offer or an
invitation to subscribe for or purchase any Notes and should not be considered as a recommendation by the
Issuer or any Dealer that any recipient of this Base Prospectus or any Final Terms should subscribe for or
purchase any Notes. Each recipient of this Base Prospectus or the Final Terms shall be taken to have made its
own investigation and appraisal of the condition (financial or otherwise) of the Issuer.
The Arranger and the Dealers have not separately verified the information contained in this Base Prospectus.
Neither the Arranger nor any of the Dealers makes any representation, expressly or implied, or accepts any
responsibility, with respect to the accuracy or completeness of any information contained in this Base
Prospectus. Neither this Base Prospectus nor any other financial statements are intended to provide the basis
of any credit or other evaluation and should not be considered as a recommendation by the Issuer, the
Arranger or the Dealers that any recipient of this Base Prospectus or any other financial statements should
purchase the Notes. Each potential purchaser of Notes should determine for itself the relevance of the
information contained in this Base Prospectus and its purchase of Notes should be based upon such
investigation as it deems necessary. None of the Arranger or the Dealers undertakes to review the financial
condition or affairs of the Issuer during the life of the arrangements contemplated by this Base Prospectus nor
2

to advise any investor or potential investor in the Notes of any information coming to the attention of any of
the Dealers or the Arranger.
This Base Prospectus may only be used for the purpose for which it has been published.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in
this Base Prospectus. This Base Prospectus identifies in general terms certain information that a prospective
investor should consider prior to making an investment in the Notes. However, a prospective investor should
conduct its own thorough analysis (including its own accounting, legal and tax analysis) prior to deciding
whether to invest in any Notes issued under the Programme as any evaluation of the suitability for an investor
of an investment in Notes issued under the Programme depends upon a prospective investor's particular
financial and other circumstances, as well as on specific terms of the relevant Notes and, if it does not have
experience in financial, business and investment matters sufficient to permit it to make such a determination,
it should consult its financial adviser prior to deciding to make an investment on the suitability of any Notes.
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE (AS DEFINED BELOW), THE DEALER
OR DEALERS (IF ANY) NAMED AS THE STABILISING MANAGER(S) (THE "STABILISING
MANAGER(S)") (OR A PERSON ACTING ON BEHALF OF ANY STABILISING MANAGER(S)) IN
THE APPLICABLE FINAL TERMS MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS
WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER
THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE
THAT THE STABILISING MANAGER(S) (OR A PERSON ACTING ON BEHALF OF A
STABILISING
MANAGER)
WILL
UNDERTAKE
STABILISATION
ACTION.
ANY
STABILISATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE
PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE RELEVANT TRANCHE IS
MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN
THE EARLIER OF 30 CALENDAR DAYS AFTER THE ISSUE DATE OF THE RELEVANT
TRANCHE AND 60 CALENDAR DAYS AFTER THE DATE OF THE ALLOTMENT OF THE
RELEVANT TRANCHE. ANY STABILISATION ACTION OR OVER-ALLOTMENT MUST BE
CONDUCTED BY THE RELEVANT STABILISING MANAGER(S) (OR A PERSON ACTING ON
BEHALF OF ANY STABILISING MANAGER(S)) IN ACCORDANCE WITH ALL APPLICABLE
LAWS AND RULES.
This Base Prospectus contains assessments of market data and information derived therefrom which could not
be obtained from any independent sources. Such information is based on the Issuer's own internal assessments
and may therefore deviate from the assessments of competitors of the Group or future statistics by
independent sources. As regards the market positions of the Covestro Group, the Group's own estimations are
mainly based on company data, which either is derived from information by competitors or from data
provided by independent research companies.
For the avoidance of doubt the content of any website referred to in the Base Prospectus does not form part of
this Base Prospectus.
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to "CHF" are
to the currency of Switzerland, references to "EUR", "euro" and "Euro" are to the currency introduced at the
third stage of European economic and monetary union pursuant to the Treaty establishing the European
Community as amended by the Treaty on European Union, references to "Sterling" and "£" are to the
currency of the United Kingdom and references to "US$", "USD" and "U.S. dollars" are to the currency of the
United States.

3

FORWARD-LOOKING STATEMENTS
This Base Prospectus contains certain forward-looking statements. A forward-looking statement is a statement
that does not relate to historical facts and events. They are based on analyses or forecasts of future results and
estimates of amounts not yet determinable or foreseeable. These forward-looking statements are identified by
the use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may",
"plan", "predict", "project", "will" and similar terms and phrases, including references and assumptions. This
applies, in particular, to statements in this Base Prospectus containing information on future earning capacity,
plans and expectations regarding the Group's business and management, its growth and profitability, and
general economic and regulatory conditions and other factors that affect it.
Forward-looking statements in this Base Prospectus are based on current estimates and assumptions that the
Issuer makes to the best of its present knowledge. These forward-looking statements are subject to risks,
uncertainties and other factors, which could cause actual results, including Group's financial condition and
results of operations, to differ materially from and be worse than results that have expressly or implicitly been
assumed or described in these forward-looking statements. Group's business is also subject to a number of
risks and uncertainties that could cause a forward-looking statement, estimate or prediction in this Base
Prospectus to become inaccurate. Accordingly, investors are strongly advised to read the following sections of
this Base Prospectus: "Summary" and "Description of Covestro AG and the Covestro Group". These sections
include more detailed descriptions of factors that might have an impact on Group's business and the markets
in which it operates.
In light of these risks, uncertainties and assumptions, future events described in this Base Prospectus may not
occur. In addition, neither the Issuer nor the Dealers assume any obligation, except as required by law, to
update any forward-looking statement or to conform these forward-looking statements to actual events or
developments.
4

TABLE OF CONTENTS

Page
SUMMARY ....................................................................................................................................................... 6
GERMAN TRANSLATION OF THE SUMMARY .........................................................................................20
RISK FACTORS ...............................................................................................................................................36
GENERAL DESCRIPTION OF THE PROGRAMME ....................................................................................61
ISSUE PROCEDURES .....................................................................................................................................63
TERMS AND CONDITIONS OF THE NOTES ..............................................................................................65
USE OF PROCEEDS ...................................................................................................................................... 119
DESCRIPTION OF COVESTRO AG AND THE COVESTRO GROUP ......................................................120
TAXATION .....................................................................................................................................................144
SUBSCRIPTION AND SALE ........................................................................................................................153
FORM OF FINAL TERMS .............................................................................................................................156
GENERAL INFORMATION ..........................................................................................................................173
DOCUMENT INCORPORATED BY REFERENCE .....................................................................................175

5

SUMMARY
Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in
Sections A E (A.1 E.7).
This summary (the "Summary") contains all the Elements required to be included in a summary for this type of
Notes and Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering
sequence of the Elements.
Even though an Element may be required to be inserted in the Summary because of the type of Notes and the
relevant Issuer, it is possible that no relevant information can be given regarding the Element. In this case, a short
description of the Element is included in the Summary with the mention of "not applicable".
[The Summary contains options, characterised by square brackets (other than the respective translations of specific
legal terms), and placeholders regarding the Notes to be issued under the Programme. The summary of the
individual issue of Notes will include the options relevant to this issue of Notes as determined by the applicable
Final Terms and will contain the information, which had been left blank, as completed by the applicable Final
Terms.]1
Element
Section A Introduction and warnings
A.1
Warning that:

This Summary should be read as an introduction to the Base Prospectus.

Any decision to invest in the Notes should be based on consideration of the Base Prospectus as a whole by
the investor.
Where a claim relating to the information contained in the Base Prospectus is brought before a court, the
plaintiff investor might, under the national legislation of the Member States, have to bear the costs of
translating the Base Prospectus, before the legal proceedings are initiated.
Civil liability attaches only to the Issuer who has tabled the Summary including any translation thereof,
but only if the Summary is misleading, inaccurate or inconsistent when read together with the other parts
of the Base Prospectus or it does not provide, when read together with the other parts of the Base
Prospectus, key information in order to aid investors when considering whether to invest in the Notes.
A.2
Consent to the use of the Base Prospectus:
[Each Dealer and/or each further financial intermediary subsequently reselling or finally placing the Notes
in [the Grand Duchy of Luxembourg] [,] [and] [the Federal Republic of Germany] [,] [and] [the Republic
of Austria] [and] [The Netherlands] is entitled to use the Base Prospectus for the subsequent resale or final
placement of the Notes during the offer period for the subsequent resale or final placement of the Notes
from [] to [], provided however, that the Base Prospectus is still valid in accordance with Article 11
Sec. 2 of the Luxembourg Law relating to prospectuses for securities (Loi relative aux prospectus pour
valeurs mobilières) which implements Directive 2003/71/EC of the European Parliament and of the
Council of 4 November 2003 (as amended by Directive 2010/73/EU of the European Parliament and of
the Council of 24 November 2010).
The Base Prospectus may only be delivered to potential investors together with all supplements published
before such delivery. Any supplement to the Base Prospectus is available for viewing in electronic form
on the website of the Luxembourg Stock Exchange (www.bourse.lu) and on the website of the Covestro
Group (www.covestro.com).
When using the Base Prospectus, each Dealer and/or relevant further financial intermediary must make
certain that it complies with all applicable laws and regulations in force in the respective jurisdictions.
In the event of an offer being made by a Dealer and/or a further financial intermediary, the Dealer
and/or the further financial intermediary shall provide information to investors on the terms and
conditions of the Notes at the time of the offer.]
[Not applicable. No consent has been given.]

1 This paragraph will be deleted in the issue-specific summary.
6

Element
Section B Issuer
B.1
Legal and commercial name
Covestro AG (together with its consolidated subsidiaries,
"Covestro Group" or the "Group").
B.2
Domicile / Legal form / Legislation /
Covestro AG is a stock corporation (Aktiengesellschaft)
Country of incorporation
established and operating under German law and incorporated
in the Federal Republic of Germany. Covestro AG is
registered in the commercial register at the local court
(Amtsgericht) in Cologne under HRB 85281 and conducts its
business under the commercial name "Covestro". The
registered seat (Sitz) and business address of Covestro AG is
at Kaiser-Wilhelm-Allee 60, 51373 Leverkusen, Germany.
B.4b
Known trends affecting the Issuer and the General economic trends worldwide and, in particular, in the
industries in which it operates
geographic regions Europe, Middle East, Africa and Latin
America ("EMLA"), Asia and Pacific ("APAC") and United
States, Canada and Mexico ("NAFTA") in which the Group
operates, are a key factor affecting the Group's results of
operations given that their effect on the industries in which
the Group's direct and indirect customers operate impacts
demand for the Group's products. Negative economic
developments usually result in decreases in the Group's sales
volume and negatively impact the Group's results of
operations.
The Group's results of operations are also affected by the
dynamics between supply and demand which have an impact
on capacity utilization rates in the industry. Supply is
primarily driven by the production capacity available in the
industry. Decreases in demand and sales volume,
respectively, eventually lead to decreases in capacity
utilization, which negatively impact margins due to the high
fixed cost base in the polymer industry and due to decreasing
selling prices. When increases in capacity outpace growth in
demand, prices tend to decline. On the other hand, when
growth in demand outpaces increases in capacity, prices can
be expected to rise.
Raw materials constitute a large proportion of the Group's
total production costs. The Group's primary raw materials are
petrochemical derivatives such as benzene, phenol propylene
oxide, toluene, acetone and hexamethylenediamine ("HDA").
Recently, the Group's results of operations were positively
affected by the Group's ability to limit the reduction of overall
selling prices despite general decreases in raw material prices
towards the end of the fiscal year ended December 31, 2015
("Fiscal Year 2015"). The Group may not be able to maintain
its overall selling prices, which could negatively affect
margins in Fiscal Year 2016.
In recent years currency effects negatively impacted the
Group's results of operations, primarily as a result of the
strengthening Euro. However, since the beginning of the
Fiscal Year 2015, currency effects positively impacted the
Group's results of operations as a result of a weaker Euro.
B.5
Description of the group and the Issuer's
Covestro AG acts as a holding company and as parent
position within the group
company of Covestro Group. The following diagram sets
forth a summary (in simplified form) of the Covestro Group:
7

B.9
Profit forecast or estimate
Not applicable. No profit forecast or estimate are made.
B.10
Nature of any qualifications in the audit
Not applicable. The audit report does not include any
report on historical financial information
qualifications.
B.12
Selected historical key financial information

Consolidated Income Statement
Financial year ended December, 31
2015
2014
(amounts in EUR million)
(audited)

Net sales
12,082
11,761
Gross profit
2,644
2,152
EBIT(1)
680
517
Financial result
(175)
(136)
Income before income taxes
505
381
Income after income taxes
352
277
Basic earnings per share
2.21
1.94
Diluted earnings per share
2.21
1.94
(1) Earnings before financial result and taxes

8

Consolidated Statements of Financial Position

As of December 31, 2015
As of December 31, 2014
(amounts in EUR million)
(audited)

Noncurrent assets
6,294
6,011
Current assets
4,237
4,381
Total assets
10,531
10,392

Equity
3,612
1,787
Equity attributable to Covestro AG
3,596
1,770
stockholders

Noncurrent liabilities
2,355
2,567
Current liabilities
4,564
6,038
Total equity and liabilities
10,531
10,392

Trend information
There has been no material adverse change in the prospects of Covestro AG since the date of the last
published audited consolidated financial statements dated December 31, 2015.

Significant change in the financial and trading position
Not applicable. There has been no significant change in the financial or trading position of Covestro AG
since the last consolidated financial statements dated December 31, 2015.
B.13
Recent Events
Not applicable. There have been no material recent events
at Covestro AG.
B.14.
Statement of dependency upon other entities
Not applicable. Covestro AG is the parent company of the
within the group
Covestro Group and not dependent upon other entities
within Covestro Group. See Element B.5 above.
B.15
Principal activities
Based on its internal market analysis, the Group considers
itself one of the world's leading providers of high-tech
material solutions. Its activities comprise the production
and supply of raw materials for polyurethanes,
polycarbonate resins and sheets, and raw materials for
coatings, adhesives and sealants, as well as selected
chemical intermediates. The Group's product portfolio
also includes niche products such as thermoplastic
polyurethanes ("TPU"), polycarbonate- and TPU-based
films, hot cast elastomers and other products tailored to
textile, cosmetic and medical applications. The Group has
a strong track record of process and product innovation as
well as close customer relationships that underpin its
tradition of developing market-driven solutions. The
products manufactured by the Group are processed by
customers to create products used in various end markets,
including,
in
particular,
automotive/transport,
construction,
wood/furniture,
electrical/electronics,
sports/leisure, cosmetics, health, and chemicals.
The Group benefits from a well-invested asset base with
what it believes is leading process technology and a total
nameplate production capacity of 4,700 metric kilotons
("kt") of core products in its Polyurethanes and
Polycarbonates business units, including eight world-scale
production sites across Europe, the United States and
Asia. The Group's selectively backward integrated
production process is aimed at sourcing critical raw
materials such as chlorine, propylene oxide and other
9

feedstock internally or through joint ventures, thereby
reducing its dependency on external sourcing.
The Group's business combines the benefits of
standardized products and customized high-value
solutions, which aim to meet the needs of customers as
they confront fundamental macro trends such as climate
change, increasing mobility, population growth and
increasing urbanization. The Group believes that it is
well-positioned to capture industry growth driven by such
trends due to its competitive advantages. According to the
internal market analysis of the Group, the industry is
expected to grow due to favourable demand trends over
the next five years.
B.16
Major shareholders
On the basis of the notifications received by Covestro AG
as of the date of this Base Prospectus in accordance with
the
German
Securities
Trading
Act
(Wertpapierhandelsgesetz - WpHG) and pursuant to
information provided by the respective shareholders, the
following shareholders directly or indirectly hold more
than 3 per cent. of Covestro AG's ordinary shares. The
percentage values shown in the table below are based on
the amount of voting rights last notified to Covestro AG
with regard to the stated reference date by the respective
shareholder pursuant to Sections 21 et seqq. WpHG in
relation to Covestro AG's share capital as of the date of
this Base Prospectus. It should be noted that the number
of voting rights last notified could have changed since
such notifications were submitted to Covestro AG without
requiring the relevant shareholder to submit a
corresponding voting rights notification if no notifiable
thresholds have been reached or crossed:

Actual (direct or indirect
ownership of Covestro
AG
Shareholder
Share of voting rights
140,000,000 voting rights
Bayer AG
(69.14%)
BlackRock Inc.
7,803,680 voting rights
(3.85%)
Standard Life
6,125,899 voting rights
Investments Ltd
(3.025%)
153,929,579 voting rights
Total
(76.01%)

B.17
Credit ratings of Covestro AG or its debt
Moody's Investors Service Limited ("Moody's") has
securities
assigned a "Baa2" 2 rating (outlook stable) to Covestro
AG.

2 The Credit rating included or referred to in this Base Prospectus has been issued by Moody's, which is established in the European Union and are registered
under Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies and included in the list of
registered credit rating agencies published on the website of the European Securities and Markets Authority at http://www.esma.europa.eu/page/List-registered-
and-certified-CRAs.
Moody's defines "Baa2" as follows: "Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain
speculative characteristics. Moody's appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates
that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in
the lower end of that generic rating category"

Holders should be aware that a credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any
time.
10