October 02, 2015

Not for distribution, directly or indirectly, in or into the United States, Australia, Canada or Japan

Covestro sets issue price at EUR 24.00 per share

Leverkusen, October 2, 2015 -

- Total IPO volume of EUR 1.5 billion

- First listing on the Frankfurt Stock Exchange on October 6

The shares of Covestro AG will be offered on the stock market for EUR 24.00. The company, one of the world's leading polymer manufacturers, is issuing 62.5 million new shares by way of a capital increase. The gross proceeds therefore amount to EUR 1.5 billion. Based on the total number of shares and the offer price, the market capitalization of Covestro amounts to EUR 4.9 billion. Following adjustment of the price range, the order book was filled within a day and was several times oversubscribed. The first listing in the regulated market segment (Prime Standard) of the Frankfurt Stock Exchange is planned for next Tuesday, October 6.

The issue price has been set by Covestro (formerly Bayer MaterialScience) and Bayer AG (as the sole shareholder to date) together with Deutsche Bank and Morgan Stanley, the two joint global coordinators for the transaction. The new bearer shares (ISIN DE0006062144, ticker symbol 1COV) were offered publicly in Germany and Luxembourg to private and institutional investors. In other countries, only institutional investors were contacted in the course of private placements.

The offering was adjusted on October 1 to reflect the current deterioration and volatility in the capital market environment. This had worsened considerably since the start of the bookbuilding process on September 21.

"We are very satisfied with the positive response to our adjusted offering - especially in light of the difficult capital market situation," said Covestro CEO Patrick Thomas. "It is an indication of confidence in our company and its long-term growth strategy. The IPO will enable us to deploy our strengths more quickly, effectively and flexibly so that we can continue expanding our competitive advantages. We intend to share our commercial success with our stockholders by way of dividend payments from the start."

Covestro has been a separate legal and economic entity since September 2015. The free float will be around 31 percent in the future. The remaining shares will be held by Bayer AG. Customary stabilization measures equivalent to as much as 10 percent of the emission volume are possible up to 30 calendar days after the start of trading in Covestro shares.

Forward-looking statements
This news 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 and Bayer's public reports, which are available on the Covestro website at www.covestro.com and on the Bayer website at www.bayer.com. Covestro and Bayer assume no liability whatsoever to update these forward-looking statements or to conform them to future events or developments.

Important information This information is not intended for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada or Japan. This information does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The shares mentioned herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act").

The shares may not be offered or sold in the United States, except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of the shares in the United States.

In the United Kingdom, this information is only being distributed to and is only directed at (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

This publication constitutes neither an offer to sell nor a solicitation to buy securities. The securities have already been sold.
Last updated: December 04, 2013 Copyright © Bayer AG