[Translator] Chair of the AGM, I would like to call the 10th regular AGM of our company to order. I would also like to welcome you on behalf of the Board of Management and Supervisory Board. It's good to have constants like this meeting because the world around us is changing at an ever-faster pace. Familiar things are shifting, complexity is increasing, uncertainty is on the rise, conflicts and crises are piling up, while the willingness to find consensus and the focus on solutions seem to be declining. Trade conflicts are spreading at breakneck speed, real tariff wars are putting the economy under further pressure, and the existing rule-based economic order is increasingly coming into question. Whether and how the model of globalization will develop and continue is something we simply do not know.
Our industry and our company must assert themselves in this conflict-ridden, highly volatile world. We've been relatively successful at doing that over the last few years. Without giving too much away, I want to say this: Covestro AG achieved its goals despite the adverse conditions that prevailed in the year 2024, primarily through our own efforts. Strategically, we are still on the right track, ladies and gentlemen, and operationally we will redouble our internal optimization efforts. I am confident that we will also master the current year, which is proving no less challenging. As a sought-after specialist for sustainable material solutions, we are staying on course for a successful future. The partnership with XRG, the former ADNOC International, will certainly give us additional momentum. This partnership began when Covestro and companies of the ADNOC and XR Group entered into an investment agreement on the 1st of October 2024.
The joint investment agreement was followed by the takeover offer by ADNOC International Germany Holding AG, an indirect subsidiary of XRG, which our shareholders accepted with a large majority. All indications are that ADNOC XRG will ultimately hold more than 90% of the shares in our company. The offer has, however, not yet been officially completed. A number of regulatory approvals are still outstanding. The Board of Management will provide more details on that later. So far, everything has gone according to plan, and we continue to expect that the transaction will be completed in the second half of this year. The offer price of EUR 62 per Covestro share will be paid out to you, our shareholders, only upon completion, provided that they have accepted the offer.
We see XRG as a strong long-term partner who will open up additional opportunities for us to expand our market position and also to strengthen our contribution to the green transformation. The planned capital increase of around EUR 1.2 billion, which is part of the investment agreement, will certainly also help us get there. On behalf of the Supervisory Board, I want to say and emphasize that we look forward to the partnership between Covestro and XRG. Next, however, I would like to go into a few housekeeping issues for today's annual general meeting. The Board of Management at Covestro AG, in accordance with Section 13, Paragraph 2 of the Article of Incorporation, has decided to hold this meeting as a virtual meeting. The shareholders and their representatives are not here in person.
The virtual format of the annual general meeting is basically the same as what we had in the last few years, and which you shareholders are certainly familiar with from other companies as well. The AGM will be transmitted from Covestro's premises in Building Q24 in the CHEMPARK in Leverkusen. The attendance area is this room, G165, where we have the stage and also the adjacent rooms, G167 and G163. I would like to welcome our notary public, Dr. Mark Hammonds, based in Cologne, who, as in the past, has been responsible for taking the minutes of today's annual general meeting. The Board of Management is also here in person up on the stage, and I would particularly like to welcome the CEO, Dr. Markus Steilemann, the CFO, Christian Baier, Sucheta Govil, CCO, and Dr. Thorsten Dreier, who is a CTO and Labor Director.
The following members of the Supervisory Board are here in person: Dr. Christina Bortenlänger, Dr. Christoph Gürtler, Lise Kingo, the Deputy Chair of the Supervisory Board, Frank Löllgen, Dr. Sven Schneider, Ms. Kerstin Spendel, Regine Stachelhaus , Marc Stothfang , and Patrick Thomas. Mr. Oliver Heinrich and Irena Küstner, members of the Supervisory Board, have joined us remotely. At this point, I would also like to welcome Kerstin Spendel. She has been a member of our Supervisory Board since January of this year. Ms. Spendel is Petra Kronen's successor. Petra Kronen stepped down from the Supervisory Board. She was an employee representative. She stepped down at the end of fiscal 2024 when she completed her professional career. Ms. Spendel is an employee at Covestro, and among other things, she is Chair of the Works Council in Uerdingen. Ms. Spendel, I would like to welcome you once again.
These Supervisory Board members who are here in person do not have enough room to be with us, with myself and the Board of Management up on the stage, but they are in the attendance area and can contact us at any time. We will be showing those who are present and also those who are here electronically will be shown to you every now and again during the transmission of the annual general meeting so that they will also be visible to you, our shareholders. The proxy appointed by the company is with us here, Ina Moritz. The other proxy appointed by the company, Dr. Martin Brühl, could not be with us for personal reasons, but he has authorized Dr. Philipp Wallering to represent him in that capacity. Today's AGM will be transmitted live for the registered shareholders and their representatives in full by video and audio.
Shareholders, as well as the public at large, can follow the entire annual general meeting on our website. A number of social media channels will also be transmitting the annual general meeting, but that will only be up to and including the speeches from the Board of Management. The necessary technical setup was something that we checked carefully together with our external service providers, and we assume that today's AGM, the virtual AGM, will work very smoothly. The notary public also took a very close look at the setup. Ladies and gentlemen, the notice to today's virtual AGM was published in the Federal Gazette on the 6th of March 2025, including the agenda and the proposed resolutions from the Board of Management and the Supervisory Board in due form and in due time, and we have the documents with the notary public.
Prior to the annual general meeting, we did not get any requests for additions to the agenda, nor did we get any counter motions or election proposals. We have received two statements within the deadline, and these were published on the Investor Portal and on our website. Since the 6th of May, when this meeting was convened, all of the required documents and information were available on Covestro's website. These documents will remain there and will be there during the entire duration of today's virtual AGM. One copy of all of the required documentation is also here in the meeting room with Dr. Hammonds, our notary public. Ladies and gentlemen, in order for you to be able to ask your questions with up-to-date and comprehensive information, we again published the speeches from the CEO and the CFO, as well as my own speech one week before the AGM.
These were published on the company's website. For our virtual AGM, we have a list of participants as required by law. The company's representatives, as well as the shareholders that they represent, are also included in the list of participants with the amount of shares, and this is also available to the shareholders who are viewing us on the Investor Portal. The list of participants is available here in the attendance area and can be seen. It is updated whenever necessary. I will tell you how many shares are represented here today over the course of the AGM. Ladies and gentlemen, the shareholders who registered in due time were already able to exercise their voting rights either by means of an absentee ballot or by giving instructions and authorization to the company's representatives. You can also make your vote electronically during the course of the AGM.
You can also issue instructions. The possibility to authorize the proxies and give them instructions will continue to exist until we begin the vote. The possibility to vote electronically in the Investor Portal will exist a little bit longer, in other words, until I, as the chairman of this meeting, conclude the vote. When we come to the vote, I will then be referring to the relevant points in time. At this point, I would like to call upon you now to be sure to vote in due time. Information on how to exercise your voting rights can be found in the notice to the AGM, as well as on Covestro's website. Ladies and gentlemen, you can also request the floor using a button in the main menu of the Investor Portal.
I will explain to you the most important points with regard to the content of your contribution and the formal process as to how we want to carry out the discussion today. First, the content. Please make your contribution in such a way that it is as if you were at an in-person AGM. Only refer to items on the agenda and perhaps to the rules of procedure, and please do not digress on unrelated items. Please try to be brief in the interest of all of your shareholders. They also would like to take the floor. As a guideline, I would suggest 10 minutes. I would like to make one thing clear. This is not an official restriction of your speaking time. It's just a non-binding request. I would be very grateful if you, in the interest of everyone here, could stick to this 10-minute limit.
We will be showing you a clock so that we will be able to see how long everyone has been speaking. As Chairman of the AGM, I have to make sure that our AGM is carried out in line with legal requirements. This means that the question time can also be limited, and if in the course of this meeting it seems to be necessary, also with regard to the number of requests for the floor that have been received and not yet taken care of. We will have a general discussion today, so you have the possibility to discuss all items on the agenda, and you do not have to ask for the floor again and again for different items on the agenda.
As chair of this meeting, I am also called upon to decide how you can ask your questions, and as noted in the notice to this AGM, I have decided that questions must be asked by video transmission. If you want to ask a question, please register in our Investor Portal that you want to make a contribution, and also you can decide whether you want to speak or ask questions or both. You also have to ask for the floor if you want to submit a motion during the AGM, either on an issue or on the rules of procedure, or if you want to make an election proposal.
You also have the possibility to note in the Investor Portal that you want to submit a motion, and I would be very grateful if you could do so so I can check and decide if your motion should be treated preferentially and if it is justified. Requesting the floor can be done at any time, and this has been the case now since 9:30 A.M. this morning, as described in the notice to the AGM. I would like to give you a few details on the technical process for requesting the floor and for our discussion. When requesting the floor, after you do so, you are put on the list of speakers, so your request is in the system.
Please enter that in the Investor Portal, and you will have to indicate an email address and a phone number so if there are technical problems, we will be able to contact you. We will also invite you to join the virtual waiting room by video, and then one of our technicians, the operator, will be sent to you. The operator will look at the quality of your sound and your image before you take the floor, so be sure to leave your camera and your microphone on at all times during this process. Once you have gone through the technical check, you will be in the virtual waiting room, and you can continue to follow the AGM. Our employees and the functioning of all of your system could take some time for capacity reasons. That's why we'd like to ask you to be somewhat patient there.
The speakers will then be split up into different groups of speakers. I will call out those individuals who we plan to take in the next group of speakers. Once I call out your name, you will be switched live to the AGM, and afterwards, you will then be able to begin with your live statement. While you are giving us your live statement, your sound and video will be in the live stream of the AGM, also on the internet, and for everyone who is following today's AGM or those who are viewing us through the Investor Portal.
We will then collect your questions and prepare the answers, and after probably five statements, we will have our first round of answers, and then I will call out the next speakers, and we will repeat the same procedure until all of the speakers have had the possibility to take the floor, until all the questions have been asked, and all of the answers have been given. Please be somewhat patient if, for example, not all of your questions are answered directly together with your contribution. Some of the questions may be answered at a later point in time. Ladies and gentlemen, I would now also like to say that from the beginning of this event up until the very end, in other words, until we close this meeting, I will be the one to close this meeting.
You can submit opposition or objections to decisions that have been taken. There is an appropriate button in the main menu of the Investor Portal. The notary public will then receive your objections and will include them in the minutes. That should conclude on formalities. Ladies and gentlemen, before we get to today's agenda, I'd like to take a brief look back at the past from the Supervisory Board's perspective. I already touched on the macroeconomic and political situation at the beginning of my presentation. A world in turmoil is the title that the well-known political scientist Herfried Münkler gave to one of his latest books, and I think it is very appropriate. Although this is not the place for addressing the momentous political and social upheavals, I would like to outline the situation of the global economy at this point.
While the global economy was relatively stable overall in 2024, emerging and developing countries, as well as many established economies, especially in Europe, remained under pressure, with negative consequences for a large number of customer industries of the chemical sector. In addition, our sector and our company are adversely affected by structural problems, mainly in Europe and specifically in Germany. These have led to creeping deindustrialization. According to our umbrella association, SAFEC, more than 11 million metric tons of production capacity has already been decommissioned in the past two years, affecting 21 sites. In relation to Germany, chemical production in 2024 was down 16% on the 2018 level. The consequences here are the same. Investment projects and innovation budgets are increasingly being shifted away from Europe.
We are, above all, having to cope with energy prices that are not competitive internationally, high taxes, as well as excessive red tape and paralyzingly low processes. The Board of Management will provide some more background on that shortly. Despite 2024 being another in a line of challenging years for Covestro, we met our full-year targets and, in particular, generated a significant increase in the volume sold. We have already benefited from significant improvement in the availability of our plants. This was, however, offset by continuing low price levels, resulting in a slight decline in sales on balance. Although EBITDA remained stable, the bottom line showed net income once again in negative territory. Also, our company was again unable to earn our cost of capital in this persistently challenging environment.
Since our net income for the year is negative overall, we are, unfortunately, not able to distribute a dividend for fiscal 2024. We very much regret this and hope, shareholders, that you will understand. Let me emphasize once again, in terms of strategy, we are correctly positioned and have paved the way for long-term success. As soon as the economy picks up again and there's a noticeable improvement in structural conditions, our business activities will also benefit. Of this, I am as convinced as is our Board of Management. Despite all of these difficulties, there is no need, therefore, to be pessimistic about the future. For the time being, we're focusing on the levers that we can influence, and in particular, this means that we are continuing to drive the internal optimization of our company. Against all odds, Covestro again achieved great things in 2024.
The board of management will shortly report on specific innovation successes that we achieved, thanks to increasing digitalization and the use of artificial intelligence. Moreover, our company is making steady progress on our path toward climate neutrality and to becoming fully circular. Our vision that is more relevant than ever before. That's because climate change is making its impact felt more and more. 2024 saw average temperatures rise to levels never experienced before. Extreme weather events cost the lives of thousands of people and caused damage amounting to billions. Polymers manufactured in climate-neutral and circular ways, such as those that we are increasingly developing and offering, can make a significant contribution to transforming the economy and society toward greater sustainability. Covestro is fully in tune with the times, and this is where I will conclude my look at the previous year.
Ladies and gentlemen, the CEO, Dr. Markus Steilemann, and the CFO, Christian Baier, are standing by to give you further details in their speeches and talk about the performance of the business and the expectations of the year ahead. Ladies and gentlemen, we now will turn to the agenda as published. We will begin with agenda item one, and this relates to the reports and the accounts that need to be presented. At this point, ladies and gentlemen, I would like to hand over to the CEO at Covestro AG, Dr. Markus Steilemann.
[Translator] Mr. Pott, thank you very much for your introductory words. I would like to pick up where you left off. Let me also add my own warm welcome to you, our dear shareholders. It's good to see each other again after another year in which a lot has happened, both around the globe and at Covestro.
Mr. Pott has already outlined the situation in which we find ourselves. The increasingly uncertain, fragile, and complex global situation demands maximum flexibility and resilience from our company and our industry. We have been confronted by persistent challenges, including in our home country, Germany, where there is a reform backlog that urgently needs to be resolved by policymakers. Against this backdrop, it's of paramount importance for us as a company to focus on the things that we can control and shape ourselves. After strengthening and sharpening our focus over the past year, we will continue to step up our intensive efforts moving forward. My colleague, Christian Baier, and I would like to take you through Covestro's performance in 2024, a difficult year, and how we're looking to the future in our company's 10th year of existence.
Without giving too much away, we can say that we held our own in the challenging environment I've just described and that we hit our targets for the full year. Moreover, we are certain that Covestro remains on the right strategic track. We firmly believe in a sustainable future and our role in shaping it despite issues such as climate neutrality losing political prominence right now. Nevertheless, we uphold our convictions and values and continue to look to the future with a healthy dose of optimism. Therefore, we are certain that, backed by numerous measures on which I'm about to elaborate, Covestro will also overcome all the difficulties in 2025 and thereafter. The fact that we'll probably soon have a new majority shareholder in XRG, formerly known as ADNOC International, demonstrates the attractiveness of our company and our industry. I'll also say more about that later.
Ladies and gentlemen, I just spoke about focusing on what we can influence, and that's definitely the great potential that still lies dormant in our company. The many strengths we're consistently tapping into in order to make Covestro even more dynamic and future-oriented. This is how we want to build the chemical company of the future, one that is highly innovative, sustainable, and profitable across the board. We're working on four action areas to achieve that. First, we'll continue unwaveringly to implement the ongoing transformation. Second, we're taking numerous measures to promote our growth. Third, as a science-based company, we're systematically strengthening our innovative prowess and pressing ahead with our comprehensive digitization. Last but not least, our sites remain firmly set on our sustainability targets as a means to becoming climate neutral and realizing our vision of being fully circular.
Let's take a look at field of action number one, the transformation that our company has initiated and is resolutely forging ahead with. Its objective is to make us more profitable, more efficient, more digital, and even more customer-oriented. We're accomplishing that at three levels by continuously improving the company's structures, by becoming even more efficient thanks to new ways of working, and by honing our strategy. An even stronger customer focus is a red thread that now runs through it. Another new aspect is the strategic embedding of artificial intelligence as part of systematically digitizing the entire company. We're already using AI in a number of areas: in research and development, in production, in logistics, and in administration. This makes us one of the pioneers in our industry. I must say that I'm increasingly fascinated by the opportunities that are opening up for us here.
That's all I have to say about the adjustment of our strategy, my dear shareholders, which is now fully in step with the times. However, we've also modified Covestro's structures to make us leaner, more agile, and more clearly focused on market needs. At the same time, we're rethinking the ways we work and our processes. In our mission, we discover and leverage opportunities for boosting our efficiency and growth. No stone will be left unturned. As I said before, our company is still full of potential that needs to be unleashed. Overall, we aim to cut costs by EUR 400 million a year through 2028 by enhancing our performance and improving our structures. This will be a long journey, but I'm convinced that with the measures I've just presented, we will be able to achieve our goal. Esteemed shareholders, we're not just cutting costs.
We're also putting our money where our mouth is. We will continue to make targeted investments in our growth. Last year alone, we invested over EUR 300 million, and this despite the difficult situation on the market. In the last three years, we've channeled over EUR 100 million into our research and development infrastructure. You couldn't ask for more conclusive evidence of our belief in the long-term viability of our company and our industry. I'd like to cite the expansion of our production in the U.S. as one example of these investments in the future. We recently spent more than EUR 100 million to build out our site in Hebron, Ohio, where we produce customer-specific high-tech plastics from polycarbonate. There is rising demand for such high-quality materials in the automotive, electronics, and healthcare industries in North America.
That is why I'm certain that our activities in this area will also pay off. In order to be able to meet demand, supply customers reliably, and generate growth, it goes without saying that our production network must also function without a hitch. This is why we're focusing keenly on increasing the efficiency and availability of our plants. A measure of our success in this area is the increase in our sales volumes, which Christian Baier will tell us more about soon. Ladies and gentlemen, what we offer, produce, and develop is highly innovative in every respect. As I said, innovation is the third field of action through which we are making Covestro the chemical company of the future.
Here too, we can report some successes, for example, in the field of recycling, which is still underdeveloped throughout the plastics industry and in which we aim to be a trendsetter on our path to becoming fully circular. In 2024, for example, we concluded a partnership with the raw material suppliers Neste and Borealis. The goal? To chemically recycle old tires and use them to produce new high-quality plastics for automotive applications, from headlights to radiator grills. At the same time, we're driving research into new recycling technologies. For example, last year, Covestro acquired a stake in Netherlands-based BioBTX. Thanks to this strategic partnership, we can now test a technology for producing valuable chemicals from organic and plastic waste there. If this comes to fruition, it will be a world premiere. Covestro is committed to using digital technologies and artificial intelligence in research and development on a large scale.
I've already mentioned the huge potential that we see here across all levels of the company. For example, we can now use data-driven management to determine the impact the manufacturer of many of our products has on the climate. In the second half of this year, we'll provide our customers with such environmental data for around 50,000 products. As you can see, ladies and gentlemen, our innovation activities are geared uncompromisingly toward the circular economy and climate neutrality. That brings me to the fourth field of action, our efforts and successes in relation to sustainability. On our journey towards circularity, which is part of our mission statement, we can not only rely on improving recycling and developing new processes, which I just spoke about. We must also ensure we have access to recyclable raw materials. After all, they are a scarce and expensive commodity.
To increase our leeway in this regard, we obtained authorization for Covestro to operate as a waste trader last year. This means that our company is now able to purchase plastic waste so that we can recycle it ourselves. This move also helps to more tightly intertwine the various players in the circular economy. After all, the chemical and waste management industries must continue to grow together in order to create synergies and develop joint solutions. Dear shareholders, our ambition to make Covestro climate neutral is closely entwined with our vision of establishing the circular economy. At the operational level, we're currently planning to achieve that by 2035 in 10 years' time. I think we've made very good headway so far. One important lever is transitioning production to renewable energy. We've made further progress here.
In the U.S., for example, four of our sites now meet their demand for electricity entirely from renewable sources. We have also concluded further direct agreements with suppliers of renewable energy, namely four plants in Antwerp, in Belgium, and Tarragona in Spain. At the end of 2024, we had a total of 11 such long-term supply agreements worldwide. This is how we are also making a contribution to the energy transition by giving electricity suppliers planning certainty regarding their purchase volumes and therefore their investments. Now let's return our focus to Covestro. The share of renewables in our electricity consumption now already totals 16%, even though our energy requirements have increased by 10%. We think this is an impressive result so far. Therefore, ladies and gentlemen, your company is making on sustainability.
As you have just heard, we are also on track in our three other key fields of action in terms of innovation, in terms of the measures to strengthen growth and profitability, and in terms of transforming our company to drive its internal optimization. In a nutshell, Covestro is moving full steam ahead to become the chemical company of the future. Esteemed shareholders, we regard Covestro as an important player in sustainable chemicals. In addition, we have the opportunity to form the core of one of the five most important chemical companies in the world. As you have probably already guessed, what I am alluding to here is our partnership with XRG, formerly known as ADNOC International. As you know, our prospective majority shareholder aspires to command a spot among the top five in the global chemical industry, with Covestro playing a key role.
These are great prospects for our company, ladies and gentlemen. Having a strong and long-term strategic partner at your side is not something that happens every day. XRG fully backs our strategy and our vision of becoming fully circular. Moreover, this partnership strengthens our foundation for sustainable growth. As an indication of this support, we will receive a capital injection of almost EUR 1.2 billion when the transaction closes. We will thus be formidably equipped to implement our ideas and measures to accelerate growth. However, the partnership is also worthwhile in another respect. The purchase offer of EUR 62 per Covestro share submitted by XRG. We believe that is a very attractive price. It equates to a markup of just under EUR 22 or 54% on the closing price on June 19th, 2023, the day before a potential transaction was first reported in the press.
The transaction is now about to be finalized, and we expect it to be completed in the second half of the year. I'm really looking forward to that because Covestro and XRG are the right team at the right time. The partnership will usher in a lot of changes, ladies and gentlemen, but we will stick with many things that are tried and tested. Covestro will continue to be a stock corporation under German law and remain headquartered in Leverkusen, Germany. In the investment agreement concluded with us, XRG is also committed to recognizing German governance regulations. Regarding the supervisory board, it was agreed that co-determination will be retained, meaning that employees will continue to serve on it alongside the shareholder representatives.
This shows that we've always had and still have the well-being of our employees in mind during the transaction because, esteemed and dear shareholders, it is these 17,500 people around the world who make our company what it is. We boast a diverse team to which everyone contributes different skills, strengths, and experience. On behalf of the Board of Management, I would like to express my sincere praise and heartfelt gratitude to this magnificent team. I am speaking directly to you, our employees. Once again, you worked tirelessly and achieved excellent results last year. We greatly appreciate that. Moreover, we're convinced that with this strong team, our strong corporate culture, and the numerous measures I have just presented, Covestro will continue to defy all difficulties. We remain firmly on course to achieving our goal of building the chemical company of the future.
First of all, we need to cope well in the months ahead in what remain choppy waters. For more details on our expectations for the present year and business performance in 2024, I now hand the floor to my colleague, Christian Baier. Over to you, Christian.
[Translator] Thank you, Markus. Shareholders, I too would like to bid you a very warm welcome to this year's AGM. I have the pleasure of presenting our results for fiscal 2024 to you and giving you an outlook for the current year. First, we achieved our narrowed full-year targets for 2024 primarily through our own efforts. The significantly increased volume sold led to a revenue increase of 7.4%. At the same time, we're still operating in a challenging market environment with persistently low prices. This puts our margins under particular pressure.
As a result, our sales remained slightly below the previous year's figure despite the increase in volume sold. The EBITDA was EUR 1.1 billion and therefore at the level of 2023. That's a sound result given the market conditions. In addition, we again generated a positive free operating cash flow, an important factor for us and one that demonstrates Covestro's financial strength and stability even in challenging times. However, ROCE over WACC was negative, and that indicates the extent to which we've earned our cost of capital. It was -7 .4 percentage points, showing that we still continue to face challenges. This can also be seen from our group result, which was EUR -266 million and thus again in the red. In line with our existing dividend policy, we will therefore not distribute a dividend for fiscal 2024.
Despite these fundamentals, we're making continuous progress toward becoming fully circular and climate neutral. One particularly pleasing point is that we further reduced our Scope 1 and Scope 2 greenhouse gas emissions in 2024, even though we increased our volumes. Let's now take a closer look at our sales development. As I just mentioned, we increased our volumes sold by 7.4% in 2024 despite a difficult demand environment. This clear success is mainly due to the significant improvement in the availability of our plants. This is a key issue for us and had still been a real challenge in 2023. In the past fiscal year, we managed to achieve a sustainable long-term improvement in plant availability, thereby significantly increasing production capacities for our customers. This has also had a positive impact, especially in Europe.
We posted an almost 10% increase in volumes there, while growth in Asia was even slightly higher. That was achieved not only on the back of higher demand. Our strong market presence and close customer relationships also played their role. In the U.S., however, growth was rather low, partly due to specific market developments there. Nevertheless, North America remains a strategically important market for us, one in which we continue to make targeted investments. As Mr. Steilemann mentioned at the outset, we also see a mixed picture when we look at the individual industries. The automotive industry, which accounts for around 18% of our sales, remained under pressure, particularly in North America and Europe. Nevertheless, we've benefited in the long term from our diversified position and close relationships with manufacturers and suppliers. The furniture and electrical markets developed more positively, both of which grew slightly in 2024.
A particular highlight for us in 2024 was construction. While this sector was not very attractive from a global perspective, we were able to tap market potential in a targeted fashion thanks to high plant availability and our strong product portfolio. This shows that our products, which are often used in the construction for reasons of climate neutrality and energy efficiency, account for an important share in the industry as a whole. Now, how did these developments translate into our EBITDA? The significant volume growth had a positive effect, contributing around EUR 400 million to EBITDA, a crucial lever in a challenging market environment. At the same time, however, the pricing delta remained negative. The difference between the decline in sales prices and lower raw material costs meant that we lost around EUR 500 million here compared to the previous year.
This shows that the level of demand and capacity utilization in our user industries remain weak overall. Another important point is the other category, which groups various special items. These include our strong efficiency program, which, after deducting all transformation costs, generated savings of EUR 70 million. In addition, we received insurance indemnification of EUR 55 million. All in all, we therefore recorded a stable EBITDA for 2024. Now let's take a look at our individual segments and begin with performance materials, our business that is most heavily dependent on the market cycle. Performance materials trended stably overall in terms of sales and EBITDA. However, there were major changes going on beneath the surface. Particularly noteworthy is the 12% revenue increase due to higher sales volumes. It's a strong sign that we can achieve a lot through our own efforts.
At the same time, selling prices remained under pressure against the backdrop of the challenging market environment, and that weighed on our margins. Another positive point is that the pricing delta improved during 2024, a crucial aspect when we look at 2025. Our plant availability and cost leadership, therefore, remain key success factors. We assume that the trend in margins will stabilize further in the course of the year, particularly in the second half of the year. On that basis, we anticipate EBITDA of between EUR 400 million and EUR 8 million for the performance materials segment in 2025. Now let's take a look at the solutions and specialty segment in which we pool our specialty chemicals applications. We increased volume sold here by 4%, but also suffered a slight decline in sales. This was primarily due to the drop in selling prices.
EBITDA was around 10% below the previous year's figure, although this fall was also influenced by the high comparative figure from 2023. The results reflect, amongst other things, restructuring costs and one-off effects from the previous year. Without these special items, EBITDA would have still almost been at the previous year's level. For 2025, we're aiming for more. Thanks to our close collaboration with customers and our strong position in product development, we are less susceptible to cyclical trends. At the same time, we want to continue growing with our customers as soon as the markets recover. We therefore anticipate a slightly higher EBITDA in this segment for the current year. Now let's get back to the group and take a look at our free operating cash flow, a key figure for measuring our financial stability, even in a challenging market environment.
In 2024, we again chalked up a positive free operating cash flow of EUR 89 million. The fourth quarter was particularly strong at over EUR 250 million. Working capital made a positive contribution to free operating cash flow, reflecting the changes in inventories as well as receivables and payables with customers and suppliers. However, the contribution was significantly lower than in the previous year because we deliberately invested in our inventories to ensure that we are always able to deliver and to strengthen our partnerships with our customers. Our CapEx was just under EUR 800 million, of which around EUR 300 million were specifically in growth investments. At the same time, we invested in enhancing the availability, development, and efficiency of our existing plans, a decisive step in our transformation towards climate neutrality. Also in 2025, we aim to generate a positive free operating cash flow.
Our focus remains clear in this regard: cost reductions, efficiency improvements, and targeted investments so that we can proactively shape the things that are within our control and continue to take Covestro forward successfully. Shareholders, ladies and gentlemen, following the update on the numbers, I'd now like to take a closer look at the transaction with XRG, which Markus Steilemann already mentioned. At the beginning of October 2024, we signed an investment agreement with XRG, formerly known as ADNOC International. The voluntary takeover offer that was subsequently published was accepted by you, our shareholders, by a large majority. The acceptance ratio after the two offer periods at the end of last year was 81.7%. This confirms our conviction as the Board of Management that we've struck the right balance in the interests of all stakeholders with this investment agreement.
Its already foreseeable that XRG will hold more than 90% of Covestro shares after completion of the takeover offer. Completion of the takeover offer is currently subject to granting of merger control and foreign trade clearance, as well as clearance under EU law on foreign subsidies. The offer can only be completed once all the necessary clearances have been granted. The process is going according to plan and is progressing steadily. The investment control proceedings in key countries such as Canada, Italy, Spain, France, Belgium, and the U.K. have already been successfully concluded. There are still ongoing investment control proceedings in Germany and the United States. We have also obtained most of the necessary merger control clearances, including in China and the U.S. Merger control proceedings are still ongoing in the following jurisdictions: Egypt, the EU, Japan, Switzerland, and Vietnam.
Proceedings before the EU Commission under the foreign subsidies regulation are also ongoing. In the proceedings to date and those still ongoing, the competent authorities have not made any statements that clearance might not be granted or not granted in time. We are therefore confident that we'll be able to successfully complete the clearance process and close the transaction in the second half of 2025. The offer price of EUR 62 per Covestro share will be paid to you, shareholders, only after the transaction has been completed. After the transaction has been closed, we'll continue to systematically pursue our sustainable future strategy with XRG at our side. We see XRG as a strong long-term partner who will open up additional opportunities for us to expand our market position as an independently managed company and strengthen our contribution to the green transformation.
Immediately after the closing of the transaction, Covestro intends to carry out a capital increase of 10% of the capital stock. XRG intends to acquire the shares from this capital increase, which will generate proceeds of around EUR 1.17 billion for our company. We are investing these additional funds specifically in growth areas, innovations, and the implementation of our sustainability strategy. As you know, these additional funds will give us more freedom to make targeted investments in growth areas, innovation, and the implementation of our sustainability strategy. As you know, Covestro's board of management has undertaken in the investment agreement to support delisting offer after a squeeze-out, subject to obligations under stock corporation law if XRG considers such a measure. Such an arrangement is common in these investment agreements. Whether, and if so, when a delisting or squeeze-out will take place is in the hands of XRG.
The commitments made by Covestro under the investment agreement remain unaffected, and on this basis, we as the Board of Management of Covestro look forward to working with XRG and we're convinced that together with XRG, we'll take another key stride forward for our company. This brings me to the final part of my presentation, that is the outlook for 2025. Our market environment remains challenging, but we're proactively shaping the future. We're focusing on the levers that we can control. We're driving efficiency measures forward and continuing our transformation resolutely. At the same time, we do not expect an economic turnaround soon in 2025, but rather a slight recovery in the second half of the year. At the earliest, in our core industries, we expect an overall stable to slightly positive trend in 2025.
In the automotive industry, we anticipate a moderate recovery, in particular in electric mobility, where growth is likely to be around 20%. However, the market for internal combustion engines vehicles will remain much weaker. The construction and furniture industries are expected to remain at last year's level, although there could be a slight increase. The electrical sector, which grew strongly in 2024, and we expect this trend to continue in the current year. On this basis, we forecast EBITDA of between EUR 1.0 billion and EUR 1.6 billion for fiscal 2025. Our performance in the second half of the year will be crucial for what the final figure is within this range. For the first quarter, we expect EBITDA of between EUR 50 million and EUR 150 million.
This will be impacted by, among other things, restructuring costs of around EUR 100 million in connection with the closure of our joint venture with LyondellBasell at the Maasvlakte site. We'll publish the results for the first quarter of 2025 on the 6th of May. We expect free operating cash flow to be between EUR 0 billion and EUR 300 billion. Our goal remains to achieve a free operating cash flow that is positive. ROCE over WACC is expected to be between - 6 and - 2 percentage points. Along that, we'll continue to systematically reduce our greenhouse gas emissions, targeting a range of 4.2 metric tons-4.8 million metric tons of CO2 equivalents for scope 1 and scope 2 emissions. In summary, I can say that volume developments in 2025 will remain a key success factor.
We anticipate a slight recovery in the second half of the year, an important step on the path to a sustainable improvement in margins. Until then, our focus will remain on the levers that we can directly impact to steer the company safely through a challenging environment. Markus Steilemann will now explain in more detail what fundamentals we believe are needed to further consolidate this course.
[Translator] Thank you, Christian. Now you know, ladies and gentlemen, what we expect in the months ahead. We'll do everything in our power to achieve our goals, even if this still requires all our strength and skills in view of the difficult global situation and unfavorable conditions. Ladies and gentlemen, as I said in the beginning, the world around us is becoming ever more complex and uncertain, ever more unpredictable and fragile. Familiar constellations and alleged certainties are changing like a kaleidoscope.
What holds true today may be different tomorrow. At the geopolitical level, this holds true especially regarding transatlantic relations and the values we share. Europe must assert itself in this fluid multipolar world and, in particular, redefine its interests above all in the strategic struggle for dominance between the U.S. and China. This also applies to our entire industry, and we're working closely with organizations such as the German Chemical Industry Association in this regard. In economic terms, rule-based globalization is being challenged above all by the aggressive policies of U.S. President Donald Trump, with unforeseeable consequences for the global economy. New trade and tariff barriers could also affect our industry both directly and indirectly, for example, by negatively impacting export-oriented industries such as the automotive sector with its heavy reliance on plastics applications.
Our company's global footprint, with sites in the U.S. and China, should be an advantage in mitigating export risks. However, we're also concerned about developments within society. Growing fragmentation, the rise of extremism, and disinformation threaten the very foundations of our knowledge-based society. If fact-based thinking and action recede, if the willingness to develop solutions together declines, then innovation and value creation are also at risk. Ladies and gentlemen, we therefore face a tricky climate, and even if we zoom in to the EU level and our home country of Germany, the situation is far from easy. Here, our company and thousands of others are struggling with many structural problems, from dilapidated transport infrastructure, the shortage of skilled workers, and rampant bureaucracy to sluggish digitization.
Germany is losing ground in the international competitive arena and, with almost zero growth, risks losing its position as the world's third largest economy, according to many observers. Our country's importance and appeal for large sections of industry is dwindling, and there's a growing trend for companies to relocate abroad. According to a recent survey by the German Chamber of Industry and Commerce, two out of five industrial enterprises are now planning to scale back investment in Germany. These are extremely alarming signals. We look to the future German government and the EU Commission to take powerful countermeasures. The multi-billion financial package passed by the German upper and lower houses of parliament appears to be a step in the right direction, as does the Clean Industry Deal, under which Brussels aims to strengthen competitiveness at the pan-European level.
At any rate, it is paramount to subject economic policy to a hard reset. We need a new prevailing spirit. We need to think of the big picture instead of micromanaging, more openness and trust instead of spoon-feeding and control mania, more realism and pragmatism instead of ideology and rigid fixation. With this new spirit, there are three key areas in particular that must be tackled with great urgency. We need less of everything: less bureaucracy, lower taxes, lower energy prices. The fact that these factors have been moving in the opposite direction for years poses a particular problem for our company and the industry as a whole. Energy is a worrying issue. Electricity and gas prices are simply far too high. For example, the procurement costs for natural gas in Europe are around five times higher than in the U.S.
Electricity purchasing costs in the U.S. are half those in Europe. That means we can't do business in a sufficiently cost-competitive way. However, there's not only an acute need to address costs. Our entire energy policy needs to be readjusted. We need a coherent approach with cost efficiency as the overriding principle. The grids need to be expanded with a sense of proportion geared to actual demand. We need to find sensible solutions to keep conventional power plants in reserve when renewables don't supply enough energy, and we need to steer their expansion through market-based incentives. These are just some of the burning energy issues that we're actively raising with policymakers, including at the industry level. The same applies to taxation and bureaucracy. The bureaucratic apparatus in Germany and Brussels is far too bloated. We're stifled by reporting obligations and petty, sometimes contradictory and seemingly pointless regulations and requirements.
This is compounded by highly complex approval processes. It often takes years before a production plant or wind turbine can be built in Germany. It's vital for official processes to become faster, simpler, and better coordinated. Tax legislation must also be streamlined. We've been calling for a corporate tax reform for a long time. The tax burden must be reduced from 35% to a maximum of 25%. If nothing is done soon, Covestro, just like the entire industry, will be suffocated by energy prices. Taxes, bureaucracy, and energy. These, my esteemed shareholders, are only the most pressing issues we have to resolve. Here, as with all other problems, we have no more time to lose. Policymakers, whether in Berlin or Brussels, must act today, not tomorrow.
Because only when the underlying conditions are right again, when Germany regains its former strength and becomes a locomotive in a more competitive Europe, can the chemical industry unfold its full potential, and we at Covestro can show what we're capable of. We harbor great potential we have yet to unleash, but we also have a clean plan for the future. We are and will remain a pioneer on the path to a circular economy. We're firmly committed to our climate targets and aim to be a pacer in our industry in this regard. We're driving innovation at all levels and developing the technologies of tomorrow. We're improving our efficiency and expanding our cost leadership and plant availability. In everything we do, we always keep our customers' needs in mind. Ladies and gentlemen, these are the elements we're using to build the chemical company of the future.
This is the blueprint of Covestro AG of tomorrow: an efficient, innovative, sustainable, and profitable company. There has been a 146-long paper with a commitment to implement the sustainability strategy. Of course, there is some criticism in terms of taxes, for example. Here, we have the super amortization that is going to be followed by the reduction of the corporate tax rate, but that is happening too slowly. On the other hand, on the detailed level, I can see a number of positive approaches. For instance, the framework conditions for extracting strategically important raw materials, such as some special salts, is important for the resiliency of our country and for the third largest sector, the chemical industry, which depends on salts. Overall, the government program harbors quite some potential in order to implement the energy turnaround in a cost-efficient manner, to turn around energy policy, and to maintain wealth and prosperity.
What is the order of the day now is to roll up our sleeves and to implement political ambitions. The responsibility for Germany has to be something that is lived and cannot just remain on paper. Only if framework conditions are right, if Germany regains its former strength, and if Germany returns to being a locomotive of Europe, will we be able to prosper. This is the only way Covestro can show what we're capable of. What we're capable of is not just the huge potential that we will be able to unleash, but rather our clear plan for the future. We are and remain a pioneer towards circularity. We are firmly committed to our climate targets, also as a pacer of our sector. We are driving forward innovation in all areas, and we're developing the technologies of tomorrow. We're increasing our efficiency.
We are expanding our cost leadership and plant availability. We always have our eye on the demands and needs of our customers. Ladies and gentlemen, these are the elements we're using to build the chemical company of the future. This is the blueprint of the Covestro AG of tomorrow: an efficient, innovative, sustainable, and profitable company. Even in difficult times, we look to this future with hope, and we hope you do too, our dear and esteemed shareholders. That brings me to the end of my presentation. On behalf of all of us on the Board of Management, I would like to thank you for your attention. I now hand back to our Chairman of the Supervisory Board, Dr. Richard Pott.
[Translator] Ladies and gentlemen, the Board of Management has shown us that our company is able to cope once again in a very difficult environment.
This is not something you can take for granted. That is why, on behalf of the Supervisory Board and certainly on your behalf, shareholders, I would like to thank the Board of Management and the workforce for their work. All 17,500 people in our company have shown great commitment in their diversity, and they have given their very best. We can be proud of this great team, our culture, and our values. Ladies and gentlemen, before we come to the report from the Supervisory Board, I would like to give you the current number of shares represented, as indicated in the list of participants. Of the share capital amounting to EUR 189 million divided up to 189 million shares, 72,735,425 shares with the same number of votes are represented here today. This corresponds to 38.48% of the registered share capital. In addition, we have electronic votes for 1,013,294 shares.
That gives us a total of 73,748,719 shares. That means 39.02% of the registered share capital. Ladies and gentlemen, that brings me to the report of the Supervisory Board, which you can find on pages 27 to 38 of this year's annual report, which I referred to specifically. Since we provide a detailed report there, I want to keep this section of my presentation a bit shorter. In light of all the overall economic and political situation, the Board of Management has adjusted the strategy to keep Covestro completely fit for the future. We, the Supervisory Board, continue to believe in our company's general direction with its focus on circular economy, and we still identify considerable opportunities. Likewise, we back the plans and activities by the Board of Management in order to improve our internal performance aimed at leveraging Covestro's full potential.
We consider the continued expansion of our offering of sustainable products and solutions for our customers and major branches of industry as a big success. Another aspect is the further transition of production to sustainable raw materials, renewable energy, and recycling, delivering more proof of our company's power to innovate. Moreover, Covestro has further advanced its position as a pioneer of digitalization in the chemical industry and uses, in particular, the opportunities of artificial intelligence to its advantage. An important topic in fiscal 2024 was XRG's offer to take over our company, as we've already referred to. The Supervisory Board, together with the Board of Management, examined the offer and the preceding non-binding declarations of interest very carefully in the course of the year. Together with the Board of Management, we finally came to the conclusion that the proposed transaction would offer considerable opportunities for Covestro.
The investment agreement was signed on October 1, 2024, and XRG subsequently submitted the takeover offer to you, our shareholders. After a detailed examination of the offer document, we, together with the Board of Management, recommended that you accept the offer. It was, however, equally important to us to take significant decisions to set the course for the continuity of Covestro's management. In 2024, the Supervisory Board looked for a successor to the Chief Commercial Officer who will step down from the Board of Management on August 1. Ms. Monique Buch was unanimously appointed as the new Chief Commercial Officer. She will be a member of the Board of Management from June 1, 2025, and as from August 1, 2025, she will succeed Sucheta Govil, who has held the office of Chief Commercial Officer for two consecutive terms of office since 2019.
Ms. Govil, even if the change in the company's management will only become effective in the second half of this year, I want to take this opportunity to express my heartfelt thanks to you. You have laid a solid foundation for successful development in commercial excellence and innovation. Given your strong background in commercial operations, sales, marketing, and innovation, you have played a role in steering Covestro's transformation journey and will continue to do so. Our best wishes also go to you, Ms. Buch. Your personality and professional experience have convinced the Supervisory Board, and we are delighted to have won you for our company. Ms. Buch is an experienced executive with a strong international profile. With her experience in building sustainable market leaders, she is the perfect successor to Sucheta Govil on the Board of Management and will continue to shape Covestro's future.
Monique Buch was born in the Netherlands and studied industrial engineering. In her most recent position, Ms. Buch was Executive Vice President non-woven at Lensing AG. Before that, she held various executive positions in international B2B companies, among them Freudenberg Performance Materials and Owens Corning. Let's let her introduce herself in a brief video session.
Dear shareholders, I'm very happy to introduce myself a little bit. I'm Monique Buch, and I will be starting at Covestro on June 1 as a member of the board, working two months together with Sucheta to transfer the role of Chief Commercial Officer at Covestro and then take over the leadership of solutions and specialty segments, including the three supply chain centers across the three main regions. Perhaps a few words about me. I studied industrial engineering and management. That meant for me, especially mechanical engineering.
Based on that, I've worked in different countries, different companies, and took my family with that across the world, meaning my family is my husband, our daughter, and our son, and currently we're based in Vietnam. We are very much looking forward to relocate to Düsseldorf. I bring with me two decades of experience in business-to-business positions where I have expertise built up in trade, in sales, marketing, and innovation, with the most recent position as Executive Vice President non-woven at Lenzing. Lenzing is a company that makes sustainable cellulosic fibers. Prior to that, I held leadership positions at Freudenberg Performance Materials and at Owens Corning, where I worked for close to 15 years. I'm driven by sustainability, by innovative solutions for and with our customers. From that angle, I'm very much engaged in driving that forward, positively believing in Covestro's vision to become fully circular.
This is a challenge in the world that we need to find great solutions for. Very excited to advance this transformation together with the people at Covestro. I bring that experience from previous organizations to jointly go on that journey and drive it into the future. Very much looking forward to that.
[Translator] Dear Ms. Buch, thank you very much. We also look forward to working with you. Ladies and gentlemen, personnel changes have affected not only the Supervisory Board, but also the Board of Management. As I informed you at the last Annual General Meeting, Ms. Reinhold-Knapp has stepped down from her role as the IGBCE representative on the Supervisory Board when she ended her professional career in April last year for reasons of age. She was succeeded in May by Mr. Oliver Heinrich, who was appointed by the court.
Mr. Heinrich is a member of the executive committee of the German Mining, Chemical, and Energy Industrial Union, IGBCE. Following his appointment by the court, he was actively involved in the work of the supervisory board in the challenging year behind us. Many thanks for that. Again, a warm welcome to the supervisory board, even though you have now been with us for almost an entire year. Another personnel change occurred when Petra Kronen stepped down from the supervisory board at the end of 2024 for reasons of age and in connection with her retirement from active professional life. Ms. Kronen had been a member of the supervisory board since Covestro AG was established and was also its vice chair during this entire time.
I think I can speak for all of the members of the supervisory board when I thank Ms. Kronen for the excellent working relationship on a basis of trust over so many years, in particular in your role as Deputy Chair, which she performed in exemplary fashion. We wish her all the very best for her retirement. Ms. Kronen's place has been taken since January of this year by Kerstin Spendel, who was likewise appointed by the court. I already introduced her and welcomed her to the Supervisory Board at the opening of the Annual General Meeting. The entire Supervisory Board had regular discussions with the Board of Management throughout the year 2024. During these exchanges, we verified the effectiveness of the decisions on the direction of the company and of the measures taken by the company's management. In addition, we continuously monitored the governance of the Board of Management and offered support and advice in the past fiscal year.
This was done at the Supervisory Board's five regular meetings, which were generally always attended by all members. There was only one instance where one member was unable to attend one Supervisory Board meeting due to illness. Items that were on the agenda at every Supervisory Board meeting were the strained economic situation, the economic challenges, and actions taken by the Board of Management, as well as the reports by the Board of Management on the discussions with XRG. For details and information on individual meetings and what was discussed there, I would like to refer you to the written report of the Supervisory Board, which is available to all of you. Ladies and gentlemen, that concludes my report of the Supervisory Board. At this point, I would now like to say a few words about today's agenda items five, seven, eight, and nine.
Agenda item five is about the elections to the supervisory board. The terms of office of five of the six shareholder representatives on the supervisory board is scheduled to end when today's AGM closes, making fresh elections necessary. The supervisory board members whose terms of office end today are Dr. Christina Bortenlänger, Lise Kingo, Regina Stachelhaus, Patrick Thomas, and myself. In the context of the takeover by XRG and the changes to the composition of the supervisory board expected as a result, the supervisory board, based on recommendations from the nomination committee, we propose to re-elect the members of the supervisory board currently in office, but only for a reduced term of office of around two years.
The reason for this proposal is that in view of the transition period that lies ahead until the takeover by XRG is completed, it would be neither expedient nor efficient to replace the members of the supervisory board. The supervisory board members in office now are very familiar with Covestro and the details of the takeover offer by XRG, and therefore ensure continuity and the ability to take action, even in the unlikely event that the takeover does not materialize. Based on this proposal, the following individuals are available for re-election: Dr. Christina Bortenlänger, Lise Kingo, Regina Stachelhaus, Patrick Thomas, and myself. The candidates will be voted on individually, and if I am re-elected, I will again stand for the position of chair. Under item seven, we are asking you to approve the compensation system for board of management members.
Amendments have been made to the previous compensation system approved by the AGM in 2023. The compensation system was expanded as of January 1, 2025, by adding a short-term EBITDA-based component in the profit-sharing plan. In connection with the planned takeover by XRG, an economic value-added component will also be implemented in the long-term compensation. We call this the economic value-added. It will replace the existing metrics, Covestro's share price, and outperformance against the Stoxx 600 Chemicals Index. Since most of the company's shares are no longer traded in free float, these two metrics can no longer be considered suitable metrics for long-term changes in the company's value. The last change to the compensation system to be implemented is that the acquisition and holding obligation of shares in Covestro AG will cease to apply.
Based on the recommendation of the Human Resources Committee, the Supervisory Board proposes approving this adjusted compensation system. Agenda item eight deals with the resolution on rescinding the existing and granting the Board of Management a new authorization to issue convertible and warrant bonds, to exclude subscription rights, to rescind the existing conditional capital 2020, and to create a conditional capital 2025, and to amend the articles of incorporation accordingly. The authorization approved by the AGM on July 30, 2020, under agenda item eight on the issue of convertible and warrant bonds expires on July 29, 2025. The authorization was not exercised and will no longer be exercised before its expiration. Accordingly, the corresponding conditional capital 2020 is no longer required. The Board of Management should therefore be reauthorized to issue convertible and warrant bonds. The conditional capital 2020 should be rescinded, and new conditional capital 2025 should be approved.
There are currently no concrete plans to use this authorization. You can find further details on this agenda item in the notice to the annual general meeting. Agenda item nine is about the resolution of a new authorization of the Board of Management to arrange for virtual annual general meetings for the next two years, 2026 and 2027, and to amend the articles of incorporation accordingly. For the AGMs to be held in these two years, we will take the decision about the format at our due discretion, taking account of the relevant specific circumstances of the individual case for the benefit of the company and its shareholders. Moreover, the Board of Management will have close consultations with the Chair of the Supervisory Board about the Supervisory Board's preference.
In particular, the Board of Management will incorporate in its decision the preservation of shareholder rights, sustainability aspects, cost considerations, and investor expectations. The Board of Management is closely watching any developments in connection with virtual annual general meetings and will take on board any input arising from them. Ladies and gentlemen, that brings us to our general discussion, and I discussed the formalities of this at the beginning. To be very brief, please make sure that you use the appropriate button in the main menu of our investor portal. After registering, you will be taken onto our waiting list, then you will be contacted by a technician who will go through a test of the quality of your sound and your video. After going through the test and passing the test, you will then be placed in the virtual waiting room and can continue to follow the AGM.
The registered speakers will then be broken down into groups of probably five individuals who I will call out one after another so that you will come to us and speak to us by video transmission to us and to all of the shareholders so that you can ask your questions and, if need be, submit motions. Please present all issues in one go. The questions then will be noted down, and we will collect the questions and answer them. After each group, we will enter into a round of answers, and the members of the board of management will answer your questions, and anything that falls within the sphere of the supervisory board will then be answered by myself in agreement with the board of management.
If there are any questions that have not been answered or no requests for the floor, we will have another round of questions, which will then be followed by another round of answers until all of the questions have been answered. At this point, I'd like to ask you to be brief, and you should consider a speaking time of 10 minutes. This is not a formal restriction of your speaking time, but I would like to reserve my right to restrict your speaking time if this proves to be necessary. Again, I would also like to mention the following points. After our general discussion and after the questions have been answered, we will then begin with the votes. You can then vote up until the beginning of the vote. You can still issue authorizations and give instructions to the company's proxies.
You can change these requests, or you can revoke them. It's also possible up until the end of the vote to vote electronically through the investor portal, or you can change your vote or revoke your vote. Once again, I will mention this again before we close these possibilities in order to determine the results of the vote. Ladies and gentlemen, it's now time to begin with our general discussion. As you can see, the Supervisory Board is still here, and they are following our general discussion. Right now, I have several requests for the floor, and the first speakers are Andreas Frederik Beckendorff, matthias Gaebler. The first speaker will be Andreas Masek, and I would like to Frederik Beckendorff and Mr. Gaebler to be ready to take the floor when he's finished. Mr. Masek, you have the floor.
[Translator] Thank you, Mr. Pott, for granting me the floor. Good day, ladies and gentlemen. I'm Andreas Masek. I'm speaking on behalf of SdK. It's the Protective Association of Capital Investors. Here and today, I represent 69 shareholders and their voting rights. Moving on to today's agenda, I would like to set out how SdK intends to cast its votes. Today, it seems absolutely obvious that the takeover offer by XRG/ADNOC will be implemented once the clearances have been granted by the relevant national authorities, especially the U.S. authorities. It also seems obvious that XRG will hold 95% of the shares in our company. The offer price negotiated between the Board of Management and ADNOC of EUR 62 per share can be considered fair and in the interests of the shareholders. The high tender rate of over 90% confirms this.
What we need to highlight is that the share price before the announcement of the offer bid was EUR 40, and it was only higher in 2017 and 2018. What we need to question today at the AGM is what happens with the shares that have not been tendered, or rather whether and when the Board of Management wishes to implement a delisting or a squeeze-out. According to the investment agreement with XRG, the Board of Management may make that dependent on their interests. My question is, what procedure will you follow when trying to establish a price for the squeeze-out, especially in light of making a fair settlement offer to the remaining shareholders? To what extent does the Board of Management intend to fight for the interests of the shareholders, and to what extent does it have the power to do so?
Another question that arises is, if we still have a free float, the Covestro share will remain a dividend-bearing share. What we need to criticize is the fact that you are conducting another purely virtual AGM, especially against the backdrop of the complete takeover of the company by XRG and the associated exceptional situation. Contrary to the statements of management made at the last AGM, after the awful AGM in 2023, the 2024 AGM also had some technical difficulties. There were some ad hoc votes with a turnout of only 0.06% of all shares registered or represented. That means that the shareholders were not all able to react in an appropriate time. I couldn't cast a vote because I didn't have the technical possibilities to do so. In my view, we could have challenged the entire AGM on that basis.
Another disadvantage is that while verifying the technical capabilities of each speaker's system, we cannot follow the AGM. Now, the Board of Management and Supervisory Board approved the financial statements according to the German Stock Corporation Act. The shareholders' interests in the takeover negotiations have been represented to a satisfying degree. What we need to criticize, however, is again the fact that you're conducting a purely virtual AGM, which in the opinion of the SdK limits the possibilities of the shareholders to influence the business policy of the company. On top of that, I asked the Supervisory Board the following question: To what extent can you and will you fight for the interests of the minority shareholders if XRG obtains the majority shareholding? KPMG, so far since 2018, has been the auditor of your financial statements and assurance services.
KPMG does not satisfy the requirements of SdK for auditors, especially with respect to not holding the same office for more than five years, and that also applies to the assurance services. The current Supervisory Board is supposed to be in office for another two years, roughly until the transaction with XRG closes. SdK does not believe that this is a problem as long as the Supervisory Board is willing to continue fighting for the interests of the shareholders. I have already made a statement in that regard. The compensation report was audited by the auditor formally and in terms of content by the independent auditor, and it was issued an unqualified auditor's opinion. Therefore, we can assume that that report is correct in terms of content and in accordance with the law. I have a question.
Can you give us some information on the total remuneration of the members of the board of management against the backdrop of the fact that for the last three years, the company has generated negative results and was unable to pay a dividend? However, the remuneration of the members of the board of management has increased considerably since 2023. What factors played a substantial role in this? The compensation system is in line with the code recommendations that apply to it and also the guidelines of the SdK. We have a 30% fixed component, a 30% short-term component, and a 30% long-term component. Clawback, bonus, malus, and the change of control regulations are also in place. The level of the resulting remunerations, in my view, are appropriate given the size of the company.
The adjustment to the new circumstances in the company as a result of XRG are also something that sits well with us, and we understand. SdK objects to the issue of convertible bonds excluding subscription rights, as stipulated in the proposed resolution, because of the valuation risks with respect to property, plants, and equipment. The last request is this: Holding a purely virtual AGM, as I mentioned earlier, is something that SdK objects to with the exception of emergency situations. Purely virtual AGMs limit the possibilities of shareholders to contact and communicate with the committees and boards of the company and with other shareholders. Ladies and gentlemen, therefore, SdK objects to item eight, convertible bonds, and nine, virtual AGMs. Last but not least, one question: How many shareholders are watching the AGM online? Ladies and gentlemen, this brings me to the end of my statement.
I hope that you, esteemed shareholders, endorse the votes of SdK, and I would like to thank you for your attention.
[Translator] Thank you, Mr. Masek, for your statement. The next speaker on my list is Frederik Beckendorff.
[Translator] Thank you. Chairman, Dr. Pott. Ladies and gentlemen, Frederik Beckendorff. i'm the state managing director for North Rhine-Westphalia of DSW, and I'm speaking to you as a representative of the shareholders who have transferred their voting rights to DSW. Ladies and gentlemen, I am disappointed. This year's ordinary shareholders' meeting of Covestro, once again, is a purely virtual AGM. From our point of view, this is once again a failed opportunity to enter into a personal exchange within the framework of an in-person AGM. Quite often, we probably won't have this opportunity in the future, unfortunately. I also have to object to points this year.
A virtual AGM is in no way, shape, or form a meeting, as you, Dr. Pott, said in your introductory statement. We, shareholders, continue to believe that this has to be an in-person event and not an event that you dial into virtually. Also, Dr. Steilemann, we are not meeting each other again today because the large proportion of the shareholders, unless they actually ask for the floor, are faces that you will never see today unless you actually do have some shareholders who have made their way into the attendance area. My question is, what are the reasons for holding this AGM 2025 as a virtual event? How many shareholders have attended the event so far? What is the peak number? How many people have dialed in from abroad? What is the comparison to last year's AGM?
Ladies and gentlemen, fiscal 2024 for the global chemical industry, contrary to original hopes, was another lost year. The reasons for this are the sustained geopolitical uncertainties and the persistently weak economic cycle in the chemical industry. Therefore, revenue of Covestro split by 1.4%. EBITDA went down by 1.8% to EUR 1.1 billion. Sales and EBITDA are due to increased sales volumes due to better plant availability. Actually, these factors compensated for this. What measures led to an improvement in plant availability? In the annual report, you write that with respect to EBITDA, free operating cash flow, and ROCE over WACC, and greenhouse gas emission values correspond to the forecasts issued in the annual report of the previous year. In view of the updated forecast, the figures were in the communicated ranges.
ROCE over WACC, according to the original and adjusted forecast, should have been between - 7 and - 2 or - 7 and - 5 percentage points. In fact, this metric in 2024 was at - 7.4 percentage points, which is outside of the mentioned range. Please, can you explain this discrepancy? The bottom line is that this is the third year of losses in a row with a EUR 162 million loss, which results in a negative earnings per share as well. According to your dividend policy, 35%-55% of the profit is supposed to be paid as a dividend. DSW also calls for a dividend, excuse me, a profit-oriented payment of 50%. Therefore, renouncing the dividend once again is something that is logical.
Although due to the current takeover procedure by ADNOC and XRG, it is questionable whether, if you did have a positive result, you would have paid a dividend. For the workforce of Covestro, the past fiscal year was marked by substantial uncertainties and burdens. Therefore, we would like to express our sincere gratitude on behalf of the shareholders to all of the employees of Covestro, connected with the specific request that management pass on this gratitude to the staff. The investment agreement concluded in October 2024 with ADNOC, and the published takeover offer opens up a lot of questions. What we need to establish now is that the high acceptance rate is an expression of the attractiveness of the high offer price of EUR 62 per share. Although with respect to the development of the share price and the global economy, ADNOC seems to have timed everything perfectly.
On the other hand, the approval of the Board of Management to support a squeeze-out and delisting, if ADNOC were to consider such measures, created such a threatening scenario that many shareholders believed there was no other option but to tender their shares. Now, the fact that shareholders were threatened on conclusion of the agreement is a fact that this actually could become an unfriendly takeover. What is the cooperation with ADNOC going to look like until the outstanding clearances have been granted? What steps do you intend to take in the second half of 2025 until closing? Please give us some information on the backdrop to the voting rights notification published by the government of Abu Dhabi, which related to October and November of 2024.
As you can, the appointment of Monique Buch as of the 1st of June 2025 and the announced retirement of Sucheta Govil means that further changes on the board of management are foreseeable. You, Mr. Baier, spoke about growth areas, innovation, and the implementation of the sustainability strategy. Please give us some more information on this point. In the past fiscal year, you adjusted the sustainable future strategy in some areas. What is new is a sharper focus on the customer perspective. What differences are there with respect to the second strategic chapter, which speaks of sustainable growth, which has been re-termed growing growth or driving growth sustainably? What does that mean? Also, in fiscal 2024, the global transformation program, Strong, was initiated.
It's supposed to run through to 2028, achieving EUR 400 million in annual savings until the end of the program, with one-time implementation costs of EUR 300 million. What are the biggest levers with which the annual savings are supposed to be achieved? What expense positions are connected with the expanded costs related to the implementation? The sustainability report has been published in compliance with CSRD for the very first time and also in compliance with the ESRS that go along with that. That makes it difficult to draw comparisons to the reports of the preceding years. This also relates to the sustainability targets running through to 2025 in the areas of innovation, supplier management, and inclusive business, as well as the objectives with respect to the circular economy.
Please let us know what progress you have seen in fiscal 2024 in all of these areas and the respective key performance indicators. How do you intend to achieve your targets in 2025? What about your approach to produce in the regions for the regions of the announced investments in the United States to expand production capacities for differentiated polycarbonates and the conclusion of a joint venture with LyondellBasell in the Netherlands? You have already mentioned that today. Mr. Steilemann, in February of this year, you were quoted speaking to the Handelsblatt as saying, "We will continue to invest in Germany, but differently." Please let us know, in this context, the fundamentals of the investment planning of Covestro, especially with respect to the geographical distribution and the breakdown into maintenance and expansion investments. Ladies and gentlemen, this brings me to the agenda of today.
Under item five, the re-election of five sitting shareholder representatives is proposed. In the investment agreement with ADNOC, it was agreed that ADNOC, on closure of the transaction, four of six shareholder representatives would come from ADNOC, one of which would be the chair. Dr. Pott, please let us know what the exact procedure of the nomination procedure is, which of the proposed candidates to the supervisory board will remain on the supervisory board after the closure of the transaction with ADNOC. Under item six, you speak about the approval of the compensation report for fiscal 2024. Here, we'd like you to answer the following questions. These are directed to the supervisory board. What specific considerations were taken into account by the supervisory board to decide to change the payout rate for the variable compensation component for fiscal 2024 from 75% to 40%? This is a reduction.
What are the actual figures that were achieved in fiscal 2024 for the metrics participation rate and accident rate as considered in the long-term variable component PRISMA that has been in effect since 2020? With respect to the approval of the compensation report for the members of the Board of Management under item seven, we have some questions. Why, according to the opinion of the Supervisory Board, is the introduction of a 50% weighted short-term component in the Covestro profit-sharing program sufficient to give enough incentives in the very challenging economic situation that we face right now? What significance is imparted to Covestro Value Added in the group's future management system? What is its relationship to the target for ROCE over WACC?
Why does the changed management board compensation system not contain a metric that increases the priority given to the customer perspective, as in the future strategies, such as customer satisfaction? The renewal of the authorization to hold virtual annual general meetings under item nine of the agenda is something that we object to. Since 2023, we have only experienced purely virtual AGMs of Covestro. DSW expects a hybrid format because this is in line with the expectations of the shareholders. A purely virtual AGM is justifiable, from our point of view, only in specific emergency situations such as a pandemic or a natural catastrophe. The criteria mentioned in the passage of the resolution on the format of future AGMs are therefore not in line with that.
Although we also wish for the ownership position of the future minority shareholders to be respected without limitations in the future, without there being a squeeze-out, in view of the contents of the investment agreement concluded with ADNOC, the clear expectation of DSW is that a resolution on a squeeze-out should be passed only in an in-person AGM. With the exception of item nine, we plan to vote in favor of all of the other items on the agenda today. Ladies and gentlemen, coming back to the current fiscal year, for 2025, you forecast an essentially mirrored expectation of 2024, EBITDA of EUR 1.1 billion-EUR 1.6 billion, free operating cash flow up to EUR 300 million, ROCE over WACC of - 6 to - 2 percentage points. The forecast is especially based on the assumption that there will be a market economic recovery in the second half of the year.
Do you have some objective indications of this, or is the principle of hope the only thing that you're holding on to? Against the backdrop of the current worries of recession, for example, the U.S. economy, is this anything that is logical? What are the effects of the tariff chaos caused by U.S. President Trump in the form of the import duties that have been announced with respect to the forecast that you're issuing for fiscal 2025? Coming to the end of my statement, I would like to express my sincere gratitude to the Board of Management and Supervisory Board and the entire workforce of the Covestro group for the wonderful accomplishments and hard work in the past fiscal year. I wish you the best of success for the current fiscal year. Thank you for your attention.
[Translator] Mr. Beckendorff, thank you for your statement and your questions. One comment, Mr. Rudolph, Mr. Zahlten, if you can hear me, your requests to speak have been noted. In order to ensure you have the technical requirements, they will have to be checked. We ask you on the investor portal to talk to our link up to our coordinator. So far, you have not connected up to the coordinator. Therefore, I would like to ask you to do this as soon as possible. If you do want to ask your questions or make your statements, this is necessary. Now I will move on to the next speaker. The next speaker will be Mr. Gaebler. Mr. Gaebler, are you connected up? Can you ask us your questions, make your statement now? Mr. Gaebler? Apparently, Mr. Gaebler is not connected up now.
Therefore, I would suggest that we should begin with the round of answers and answer Mr. Masek's questions and Mr. Beckendorff's questions. Mr. Gabler, you and Mr. Rudolph and Mr. Zahlten, I would request that you make your statements at a later point in time. On that note, we can begin with the answers. Since I've been talking the whole time, I will begin with Mr. Steilemann.
[Translator] Yes, thank you, Dr. Pott. Mr. Beckendorff, you asked how cooperation between ADNOC, that is XRG, and Covestro will look in concrete terms until they have a granting of all the emergent control foreign trade and EU approvals and clearances. Covestro and XRG are working together closely as partners in order to achieve all the necessary regulatory approvals as quickly as possible. Fundamentally, XRG and Covestro will be two independent companies until the transaction is completed.
Close cooperation between the regulatory questions, therefore, is not going to occur. Mr. Beckendorff, you asked about the first steps to be taken after the successful completion of the transaction with XRG in the second half of the year. After the completion of the transaction, Covestro will maintain its sustainable future strategy. With the support of XRG, Covestro will have an even stronger foundation for sustainable growth in highly attractive industries and can therefore make an even greater contribution to the green transformation. As has been stipulated in the investment agreement, the Board of Management of Covestro has the full support and trust of XRG and is supposed to move forward systematically on their own responsibility with the implementation of the growth strategy.
In the connection of the completion of the takeover offer, we would then take the necessary steps so that we can take advantage of the approved capital to increase the capital stock of the company from EUR 189 million by 10% to EUR 207.9 million. The number of Covestro shares would then go up to EUR 207.9 million. On the basis of the offered price of EUR 62, Covestro would then thus achieve new funds of a total of EUR 1.17 billion. The use of the funds would be decided on in the interest of the company. Mr. Beckendorff, you asked about specific concrete plans for using the additional funds of EUR 1.17 billion resulting from the planned capital increase after the completion of the transaction with XRG. So far, there are no specific plans for this yet.
We're going to check what the best possible use of these funds would be, and the decision will be made on the basis of the best interests of the company. Mr. Beckendorff, you asked about an update of the title, the name of our second strategic chapter, Driving Growth Sustainably. So far, it was Sustainable Growth. People thought that we just meant becoming climate neutral in a circular economy. Driving forward growth sustainably means we're focusing on growth. You can understand sustainable there in two different ways. We want to become economically sustainable over the long term, attractive in our growth, and we want to be environmentally sustainable too, in an environmentally friendly fashion. Mr. Beckendorff, you asked whether an organic growth in the future for Covestro would play an even greater role.
Now, as in the past, we're going to carefully check to see whether or not there are any or which investments are attractive for Covestro. After the takeover offer is completed by XRG, nothing will change here. There are no plans due to the takeover offer to change our investments or to purchase any other companies. On that note, I would like to hand over to Mr. Baier.
[Translator] Mr. Masek, you asked whether the Covestro share will continue to pay a dividend. We're not planning on making any changes to our dividend policy, which means that we're going to continue to pay out 25%-35% of our net results. Mr. Masek, you asked about the method for determining a possible cash payment if there is a squeeze-out.
If you look at 9.7.2 of the offer, XRG, which used to be ADNOC International, after the completion of the takeover, has said that they could check whether or not a squeeze-out might take place according to 327A of the German Stock Corporation Act, or according to paragraph 65, they could also check whether the squeeze-out is possible. As we announced in our common announcement in the agreement, the Board of Management of Covestro has made the application to support this type of action if appropriate. At the current point in time, this is not an issue. If it does become an issue, we will, of course, check this matter. In agreement with our obligations under German Stock Corporation law, we would act accordingly. XRG is going to make a decision whether this squeeze-out offer would be made.
Determining the amount of the cash payment for a squeeze-out is something that not the board of management, but XRG would decide on. For XRG, they will have to, of course, comply with legal rules and requirements to come up with the appropriate payment. In addition to that, you asked about whether the board of management would work in the interest of minority shareholders. The board of management is responsible for the company and all the shareholders, which includes the interest of the remaining minority shareholders. The board of management will, of course, continue to comply with these requirements. Mr. Beckendorff, you asked why this year we opted for a virtual AGM. The board of management and the supervisory board believe that in 2022, there is a virtual format that's allowed. It's practical, and it's shareholder-friendly as an alternative to the conventional AGM.
The authorization for our Board of Management to decide on the future format was passed in 2023 for two years. This is an authorization that the Board of Management used for this year's AGM. In particular, today's items on the agenda are sustainability aspects, the structure of the shareholders, and other matters were taken into account for this. Item nine is now asking you once again to give the Board of Management this authorization. I would like to emphasize that this is not automatically saying we are going to have a virtual AGM in the future. The specific decision for future AGMs will, of course, continue to be carefully and cautiously checked, taking all relevant factors into account. Mr. Beckendorff, you asked about the reported ROCE over WACC, that is the profitability of capital used over weighted average cost of capital, and the comparison between that and our forecast.
Now, determining ROSI is based on EBIT. As a result of write-downs on the basis of a test in December 2025, there was a change there. This effect at the end of the year was what was crucial for the concrete number reported of - 7.4 percentage points. Mr. Beckendorff, you asked about the backdrop to the announcement from the government of Abu Dhabi published on the 18th of February 2025. The announcement on the 18th of February 2025 by the government of Abu Dhabi includes changes and corrections to previous voting rights announcements. On that note, I'd like to hand over to Thorsten Dreier.
[Translator] Thank you. Mr. Beckendorff, you asked about the measures we're taking to improve equipment availability. Last year, various measures were taken to improve equipment and plant availability and thus to increase the volume sold by about 7%.
As part of our efforts to secure the supply of critical raw materials, chlorine supply in Germany and CO supplies in China were optimized. The reliability of energy and steam supplies in the state of North Rhine-Westphalia were also improved. In addition to that, we optimized our maintenance strategies, and we had an excellency program to reduce the duration of equipment downtime. In addition to that, we've introduced a global exchange of knowledge in the areas of process optimization and reliability. We expanded that and systematically implemented the findings from there. For that, I'd like to hand over to you, Dr. Pott, to answer further questions.
[Translator] Thank you, Mr. Dreier. I'll begin with a couple of responses to questions from Mr. Masek for the supervisory board. Mr.
Masek, you asked about the extent to which the supervisory board is going to continue to work for the interest of minority shareholders when XRG or if XRG takes over the absolute majority of shares. The main job of the supervisory board is to monitor the activities of the board of management. That means that the board of management manages the company in the interest of the company and its shareholders. This, of course, also means they have to take into account the interests of the remaining minority shareholders. The supervisory board will continue to fulfill this task. In addition to that, we'd also like to point out that after completion of the takeover offer, the majority of members of the supervisory board will not be representatives of XRG.
All members will continue to have to uphold their obligations in terms of German corporate stock law. Mr. Masek, you asked about remuneration in 2024 compared to 2023. The main driver for the higher remuneration for members of the board of management is due to the payout of the transfer 2021 to 2024 of our long-term compensation program. The payments are based on the absolute and relative share development of Covestro shares and the reduction of our direct greenhouse gas emissions in a four-year time period. The share price between 2021 and 2024 was better than in the time period from 2020 to 2023, which was the basis for the previous year's payout. In addition to that, there are emissions targets, and they were more than met. The payout percentage has gone from 119.9% in the previous year to 266.2% for 2024.
Further details on that, including the relevant share price development, can be found in the compensation report in which these calculations are shown with all transparency. This increase in long-term remuneration compensates the decline in the short-term compensation. For the latter, the Supervisory Board changed the payout percentage to 40% after the fact that in the previous year it was 50%. Mr. Masek, you asked how many shareholders right now are online at the AGM. At 11:35 , that is about half an hour ago, there were 118 shareholders or their proxies that were connected electronically to our AGM. All in all, so far, 139 shareholders or their proxies were connected electronically. We'll now move on to some answers from questions, two questions for Mr. Beckendorff. Mr. Beckendorff, you asked about any possible future changes on the Board of Management apart from the appointment of Ms. Buch and the departure of Ms. Govil.
Apart from those changes you mentioned, no further changes on the Board of Management are planned. Mr. Beckendorff, you asked about the participants like Mr. Masek did at today's AGM and the numbers. Let me give you this at a different point in time, 11:42 , 117 shareholders or their proxies were electronically connected up. All in all, so far, 141 shareholders have connected up. That is, as of 11:42, the shareholders or their proxies. Last year, the highest number connected to the investor portal, logged into the investor portal, their shareholders and their representatives was 136 people. How many people are following our AGM via the public stream? This is something we are not recording.
Of course, you and any other shareholders and proxies can have a look at the current participants if you go to the appropriate place on the investor portal. Mr. Beckendorff, you asked which of the candidates to the supervisory board are going to be on the supervisory board after completion of the transaction with XRG. After the completion of the transaction with XRG, the supervisory board will continue to have co-determination and therefore have the same number of people. Shareholders, there will be two people from XRG, independent members on the supervisory board. The other four members representing shareholders will presumably come from XRG. Now, who ultimately, after completion of the takeover offer, is going to be an independent member of the supervisory board after completion of the transaction is something we do not know at the current point in time.
Mr. Beckendorff, you asked about the process for the nomination procedure. Now, the nomination committee looks at the question of which members currently on the supervisory board might, for different reasons, not be able to be on the supervisory board later or do not want to be on the board. There are then discussions with the existing members on the supervisory board. As a result of these discussions of the people currently on the supervisory board, we heard that they are all available to be reelected. Therefore, in addition to that, there were no other reasons seen by members of the nomination committee that would speak against a further term of office for members currently on the supervisory board.
Rather, the supervisory board thinks there are major advantages to ensure that the members on the board should know more about Covestro than new individuals, that they should know about the transaction and the offer from XRG. This would provide continuity and an ability to act for the current time period. Even if the transaction is not completed, it's a benefit to have these people on board. This process, therefore, led to the proposed election of the members that we've proposed to the supervisory board. Mr. Beckendorff, you asked about what the thoughts of the supervisory board were in its decision to change the percentage for the short-term compensation for fiscal 2024 to 40%. The reduction of the payout from 75% - 40% was taken by the supervisory board against the backdrop of the economic situation at Covestro.
In concrete terms, the figures for 2024 demonstrate that the thresholds for the three KPIs, that is, EBITDA, free operating cash flow, and ROCE over WACC, were not met. In particular, the cost of capital in the year under report were not earned because ROCE over WACC was negative. It was -7.4%. As a result of the very good development in terms of the sustainability component, that is, the reduction of greenhouse gas emissions, a payout percentage of 75% would have been possible just on those pure calculations. The supervisory board took advantage of its discretionary power to change that payout because we thought it would not be appropriate in view of the economic situation. The board of management used and accepted the reduction of the payout percentage to 40%.
This has also been used for the bonus payments to all members of the staff. Mr. Beckendorff, you asked about the actual figures achieved in fiscal 2024 for the KPIs of participation ratio in the survey of employees and then the accident rate. Now, for the employee survey in 2024, we achieved an aggregate participation rate of 85%. The accident rate or recordable incident rate, as it's called, was 0.29. You already mentioned that these KPIs are in the long-term variable compensation. It's called PRISMA. They have been used since the 2024 to 2027 tranche for calculation of these payouts, as is the case for greenhouse gas emissions. The only values that are of importance are the ones that are achieved in the last year of the tranche, that is, 2027. Mr. Beckendorff, you asked about the incentive effect of the Covestro profit-sharing plan after the acceptance of a 50% short-term component.
The expansion of the Covestro profit-sharing plan as of 2025 by means of an additional short-term component supports the incentive effect of the plan in many different ways. First of all, the medium-term component that we've had to date with the four tried and tested KPIs of profitable growth, EBITDA, liquidity, in other words, free operating cash flow, profitability in the form of ROCE over WACC, and sustainability expressed in the reduction of greenhouse gas emissions is being retained. These KPIs are derived from the medium-term plan for the years 2025 to 2027. Secondly, as a result of the new short-term component, which is based on the EBITDA target of an individual business year, the connection to the current economic situation is strengthened. This target is determined by the Board of Management and the Supervisory Board in the previous year based on the forecast in the fourth quarter.
The consideration of both of these components gives us a balance between the medium-term strategic orientation and the short-term operational performance. In particular, in the current economic situation, this is very important because quick reactions to market changes and a systematic pursuit of long-term corporate targets must be incentivized. Mr. Beckendorff, you asked about the significance of the Covestro value added for our group control system and the relationship that there is between this and the target of ROCE over WACC. Covestro Value Added, or CVA, was introduced as of 2025 as an important KPI in the long-term variable compensation. This change was made against the backdrop of the takeover offer from XRG because the share price and total shareholder return will no longer appear to be appropriate KPIs for the long-term compensation component.
CVA and ROCE over WACC are closely interconnected, but they measure different aspects of adding value. ROCE over WACC is a relative KPI that shows whether or not we're earning our cost of capital. The CVA, as an absolute KPI, indicates how much additional economic value added we have created in euros, whereas ROCE over WACC is a central component in our control system and will remain in the short-term remuneration system called Covestro profit-sharing plan. The CVA, in the future, will be used in the long-term compensation system and be measured over a longer period of time, many years. This combination ensures that the relative capital efficiency and the absolute value added will be taken into account in our compensation system and done so appropriately. Mr. Beckendorff, you asked why the changed board of management compensation system doesn't have a KPI on customer orientation, such as customer satisfaction.
Customer orientation is indeed a key element of our strategy for a sustainable future. With the updating of the strategy, the Board of Management focused even more on our customers than in the past. We measure customer satisfaction regularly using a net promoter score, or NPS, which records the willingness of our customers to recommend our company. Nevertheless, we do not have a specific customer satisfaction KPI in our compensation system, and this is based on a very logical fact. Whereas customer satisfaction no doubt is an important prerequisite to achieving sustainable business success, this success ultimately must be reflected in financial results. The Board of Management, therefore, will be measured on the basis of the KPIs that directly show the economic success of the company: EBITDA, free operating cash flow, and ROCE over WACC.
These KPIs can only be positive if the requirements and needs of our customers are fulfilled and met successfully and profitably. A high level of customer satisfaction is necessary for this, but not enough, not sufficient. At the end of the day, our business has to be economically successful, and this is exactly what we achieve on the basis of the financial KPIs in the compensation system t hat we've selected. Now I'm going to look to the left. Mr. Steilemann, you're going to continue?
[Translator] Yes, I'd be happy to, Dr. Pott. Mr. Beckendorff, you asked about the most important levers we have for our annual savings. With our transaction program strong, we secure our competitiveness on the long term with efficient processes. This is being supported by the broad introduction of artificial intelligence. By 2028, we expect to save EUR 400 million annually.
This is the equivalent of about 10% of our fixed costs. In our operational segments, this means streamlining our structures and sites as well as consolidating businesses. In specific terms, we saw that in 2024, all of the salary increases for those not covered by the collective wage agreement have been suspended. We also were able to announce a total of the shedding of 300 full-time jobs, and this was implemented. This means certain operational areas where we could shift personal visits to virtual visits with our customers. In 2024, we closed our production site in Augusta in the United States. In March 2025, we shut down our propylene oxide joint venture with LyondellBasell in the Netherlands. This was announced and initiated. Now, of the EUR 400 million we hope to save, we expect EUR 250 million-EUR 300 million as a result of savings in personnel costs.
We expect necessary restructuring and implementation expenses for STRONG of about EUR 300 million. EUR 119 million have already been incurred in 2024. In 2025, we expect another EUR 200 million. A relevant driver for this is expenditures for the shedding of labor, as well as costs in conjunction with shutting down or closing the joint venture. Mr. Beckendorff, you asked about progress made in our sustainability targets for 2024. Let me talk about the developments in four different areas. Innovation: the share of R&D costs with the contribution for you and sustainability targets is now at 54%. Our research activities have been focused even more on sustainable solutions, especially when it comes to the circular economy and alternative raw materials. Number two, supplier management: 79% of our relevant suppliers already meet our sustainability requirements.
With more intensified audits of our suppliers as well as development programs, we are working on achieving 100% of the target. Number three, inclusive business: by the end of 2024, 7.3 million people were reached in undersupplied areas. We are working continuously on this goal, and we plan to reach 10 million by the end of 2024. As in the last year, the focus of the year in the year under review is on the management of organic liquid management, as well as in securing food. Circular economy: in fiscal 2024, 37,954 metric tons of alternative raw materials were processed, and we had a share of recyclable products amounting to 28.4% in our core business portfolio. Transformation is achieved and pushed forward by new partnerships, for example, with Messina and our own innovative technological projects, as well as specific targets for further reducing primary raw materials in 2024.
Mr. Beckendorff, you had a similar question, and you asked about our progress in sustainability. I answered that question before, but I will sum it up very briefly. Our research activities have been focused even more on sustainable activities. With our supplier audits, as we mentioned, and development programs, we are working on achieving better values. Our transformation is being driven by new partnerships and by independent innovative technology products. We are also developing specific targets to further reduce the primary raw materials. Mr. Beckendorff, you asked about the principles behind our investment plan. In 2025, we assume that we will invest between EUR 700 million and EUR 800 million. Of this amount, about EUR 500 million will be for maintenance investments. When we normalize our results, we assume that we will have an investment level that will be around or slightly above the amortization amount.
The next peak in investments is expected when we resume our MDI investment process. We will first need to have a stabilization of the economic and political situation, and then we will decide on the site. In general, with regard to the geographic distribution of our investment plan, our maintenance investments are distributed between the different regions pretty much in proportion to our capacities in the different regions. Our expansion investments go along with the profitability calculations. That means we do not exclude any expansion investments in Germany. With increased costs and a decline in demand, these have lost in attractiveness. Mr. Beckendorff, you asked about the impact of the U.S. tariff policies on our forecast for fiscal 2025. For Covestro, this means that our products are produced primarily within the customer's region, and we also get the raw materials within the same region.
Flows of goods between Asia and Europe and the United States are more of an exception to the rule for us. That means that the new U.S.-American tariffs will have less of a direct impact on Covestro. It could happen that competitors will be losing attractivity for exports in the U.S. and that they may push their products into other regions so that we will see an increase in we could be subjected to increased competition in these regions. We do not know what the scope of this will be, and this is due to the dynamic political developments, which is something that we cannot say at this point in time. That means I can turn hand over now to Christian Baier.
[Translator] Thank you very much. Mr. Beckendorff, you asked about our forecast with regard to the economic development.
Our current forecast is based on growth assumptions of 2.8% for the U.S. economy and 2.7% for the global GDP. Despite increases in uncertainties, we do not know if the United States will go into a recession or not. We review our forecasts on a regular basis, and we will then comment on that at our next quarterly report on the 6th of May.
[Translator] Thank you very much. Thank you to the colleagues from the Board of Management. Mr. Rudolph and Mr. Zahlten, I'll say once again, we have taken you down as wishing to take the floor, but the test of your technical requirements, we asked you to go to the Investor Portal and to connect with our coordinator, but that has not happened yet as far as I can tell. I would like to ask you to please connect up with the coordinator using the Investor Portal.
That brings me back to Mr. Gaebler. I'd like to ask you to make your statement. Are you with us now? Fantastic. Thank you very much. Mr. Gaebler, you have the floor.
[Translator] Thank you very much for giving me the floor. I can restrict my comments because some of my questions have already been asked. In these difficult times, you've seen lots of ups and downs in the share price. At EUR 60 at Covestro, we were almost at EUR 100 at some point in time, and that's not all that long ago. Based on the agenda, I'd like to say the most important item for us is not there, and that is dividend. The question is, why does the Board of Management get variable compensation and there is no dividend for the shareholders?
I think that there should be a compensation system for the Board of Management with regard to long and medium-term components, that if there is no dividend, then there should be something that would be considered for the Board of Management's compensation. What are the major risks for the share price for Covestro? And where are we headed with Covestro? Do you want to get rid of all of the free-float shareholders? You can do so if that's what you want to do. It looks like that's where we're headed. I think you have to clearly state that to those who are interested in your country, then pay more. We don't want EUR 60. I think it would be more like EUR 95 or EUR 100 per share. Apart from that, anything else would not be interesting to us. I'm not going to sell it.
Whether you are listed or not, that does not really matter to me. The AGMs will also have to occur, so you cannot avoid that. I am not really willing to sell my shares at this low price. How do you see digitalization and artificial intelligence at Covestro? Where will we be in five years' time? The society is going to change. What about investment volumes? What will be required, and what results will then be the result of all of this? I have another question. You have answered part of it already, but I would like to repeat this, and I would just like an overall answer. Do you plan to close down any sites or to transfer some of the German sites? We hear negative examples in the news every day. Bosch, Mercedes, they are being transferred to Hungary or elsewhere. What about Covestro related to the German plants?
I would like to know with regard to Germany, and where would they be shifted from Germany? What savings effects do you expect then as a result? I would also be interested in hearing how much fluctuation was there amongst the workforce, how many then retired, how many left on their own, how many were fired, and how much did this cost for the group? How many employees do you have? They have over EUR 180,000, and how many have more than that as a salary? Another aspect I'd like to refer to is the legislator is inventive. They come up with new things. Since the 1st of January, we have to use the electronic billing. Was Covestro paid for this? How much did you spend on getting ready for that? What savings do you expect as a result?
Will there be any savings as a result? Let me put it in different terms. How many e-invoices, or how many paper or PDF invoices do you have? How many have you received, and how many invoices have been sent out by your company? I am a bit skeptical on this topic because when it comes to e-invoices, I only see a very slight amount of savings, but I see wonderful effects for the tax offices as when you come to an individual invoice. I think it's possible for me to see this as basically a drawback for us. Let me know what the share of this is in the period under review and what were the largest gains and which company had the largest losses, and how do you want to turn these loss-making companies back to profit-making companies?
When it comes to the fee for the auditors, what was the ESEF audit? How much was paid for that? What value is this of you? Could you tell us once again, I'm a perfectly normal shareholder. What advantage do I have from ESEF and the ESEF? I think there is no advantage to this apart from perhaps for the Board of Management, Supervisory Board. What about the sustainability report as well as the audits? What are the costs? Also with regard to the sustainability report, what do you expect from politicians? What do you expect of the next government? Do you expect anything of them? We have billions, but it will basically be spent on infrastructure and arms. I don't think that Covestro will benefit from this at all. What do you expect of politicians? Will there be better possibilities for writing things off?
What about all of the bureaucracy? Can that be reduced? What are your expectations in specific terms? This was a question that was already asked, but I'd like to ask it in a different way. What impact do you expect from U.S. politics, from the clown in the United States when it comes to all the tariffs? You mentioned that briefly, but it was not enough. I don't really see, I'd really like to know an order of magnitude. What can we expect? You can say, "Okay, the result is much worse because of the tariffs and other markets," for example, "and competition was too strong on other markets." Put a figure on it. What amounts do you expect in the worst-case scenario? What will be the results for 2025? Now, we're having a virtual AGM once again. There are arguments in favor, but arguments against.
Why do you only focus on the lawmaker? Why don't you have any chat room so that we can discuss things with other shareholders? I've criticized that in the past as well. It is possible you can see that with an AGM at Beiersdorf, which is ongoing today as well. The shareholders are offered a chat function. What stopped you from offering this at this AGM? I don't think that can involve all that many costs. Do you want to continue to have virtual AGMs? I'm sure you've heard that TUI and Siemens have taken decisions. They're forcing Siemens to either have in-person meetings or to have a hybrid AGM. What is stopping you apart from cost, technology, and legal uncertainties, which we don't really know what they are? I don't see them. What is stopping you from having a real hybrid AGM?
Other companies manage to do so. Why shouldn't that work at Covestro? Ladies and gentlemen, that brings me to the end. I'd like to ask you, what do you see as the three major problems for 2025? As a free-float shareholder, how are things going to continue for us? Will Covestro disappear when it comes to shares? Experience shows, if you stay somewhere for a very long time, you do best. I don't see any reason why the free-float should really get all upset. I'd like to thank all of the workforce working day in and day out and giving their best for the company. Thank you to the other shareholders as well. I'd like to hand back to the chair. Thank you very much.
[Translator] Thank you very much, Mr. Gaebler, for your statement, for all the questions and detailed questions you asked.
Ladies and gentlemen, at this point, we're going to take a quick break so that we can prepare the answers to Mr. Gaebler's questions. That is why I would like to interrupt our AGM for about 30 minutes. We will meet back here at 1:10 P.M., 1:10 P.M. We'll be back then. See you then.
Making plastics from sugar? That's exactly what our new episode of our behind-the-scenes series is all about. Together, we'll find out exactly how it works and what these woodchips have to do with it. It's all taking place in our lab and piloting building behind me in Leverkusen. Behind these walls, there are some truly amazing innovations happening. Let's take it one step at a time and explore them together. Hi, Marlena. Hi, Dirk. Thanks for having me. Sure, sure. Come in.
This already looks very different from other labs I've seen so far. You're probably wondering what biotechnology has to do with plastics production, right? Yes. What is it about? At Covestro, in the long run, we want to have 100% alternative raw materials to not depend on fossils anymore. Biotech can help us exactly with this transition. Actually, in biotech, we can use organisms like these. Yeah, here we have a bacterial culture, and we can use these to produce specific compounds from biomass instead of fossil resources. If you want, you can take a look. Fascinating. Are the bacteria doing anything yet? Not so much right now. Currently, we just inserted the genetic blueprint for them to enable them to produce a precursor to aniline. To do this, they really need the right environment and, of course, something to eat.
I hope they're not too picky because I only brought these woodchips. Oh, that's quite fine already. The bacteria need carbohydrates, and you can make carbohydrates from woodchips, for instance, but also from corn, green waves, and other things. At lab conditions, we first of all test them with these pure sugar solutions, as you can see here, and later on extend their menu to these industrial sugar solutions. What happens when we feed the bacteria? To see this, we have to go to the next corridor. Shall we? Yeah, sure. Let's go. This is a process we call fermentation. That occurs in vessels like these. At the industrial scale, this is, of course, a thousand times bigger, but the principle remains the same. The bacteria grow, they metabolize the sugar, and then produce the precursor to aniline.
For aniline production, you have to go to the pilot plants. Thank you for showing me around here and for all the exciting insights. You're welcome. Hi, Sylvain. Hi, Annika. Thanks for having me here. I have to say, it looks very shiny, very new, but also very complex. Yes, it's a very complex plant, and it's our newest pilot plant. We are very proud of it because with this plant, we are able to produce bio-based aniline for the first time in history in a small industrial scale. Congrats on that. That's a very big milestone. Thanks. Therefore, we use a biotechnologically produced precursor. In this plant, biotechnology and classical chemistry come together. Impressive. What is aniline used for? At Covestro, we use aniline to produce MDI, and MDI is used to produce insulation foam, for example, for the insulation of buildings.
How much quantity are we talking about? How much aniline do we produce every year? We produce quite a lot of aniline. We produce around one million tons a year, and we are one of the biggest producers of aniline in the world. Wow, that's really a lot. Like, how does the process work? Like, how do you produce the bio-based aniline? Let me show it to you. After the bacteria have finished their work, we get a biotechnologically produced intermediate, and it runs through different stages and equipment here in our plant at different temperatures until we receive the bio-based aniline. This product can then be used to produce MDI? That's what Annika is responsible for. Yeah, you cannot use it straight away because you can see there are a lot of impurities in there. Therefore, we have a distillation sequence in the distillation pilot plant.
We have evaporators, distillation columns, and a phase separator. In the end, it's purified. That looks crystal clear to me. Yes, now we can use it. That's very impressive. How is it performing? Excellent. It really has the same properties. Also, if we produce the foam out of it, it has the same quality. Wow. Congratulations. That's really an impressive and big milestone you've achieved together. I wish you all the best for the future with the project. Thanks for having me here. Some of you may now be wondering, will I soon be able to wrap my house in insulation foam made from sugars? That's exactly where we're heading. You'll have to be patient because even though the process is a real breakthrough, we still need to scale it further.
In the future, industrial-scale plants will be able to produce MDI using bio-based aniline, which in turn will be used to produce insulation foam. We'll keep at it, I promise. My friend always says that if a challenge is too big, just walk around it. What if it's not just a challenge, but rather a calling? The best way might be right through it, even if it's uncomfortable. I'm no stranger to uncomfortable situations. This is money. I'm not there yet. It's all about the right catalysts, about finding pure solutions. I know it's uncomfortable. Keep pushing boundaries. A pure result. Sophia is experimenting with the chemical recycling of plastics. This is one critical technology to make Covestro, our customers, the chemical industry, and all our lives more circular and climate neutral.
At Covestro, this is what we're all working toward: to make the world a brighter place. We will be fully circular. Making plastics from sugar? That's exactly what our new episode of our behind-the-scenes series is all about. Together, we'll find out exactly how it works and what these wood chips have to do with it. It's all taking place in our lab and piloting building behind me in Leverkusen. Behind these walls, there are some truly amazing innovations happening. Let's take it one step at a time and explore them together. Hi, Marlena. Hi, Dirk. Thanks for having me. Sure, sure. Come in. This already looks very different from other labs I've seen so far. You're probably wondering what biotechnology has to do with plastics production, right? Yes. What is it about?
At Covestro, in the long run, we want to have 100% alternative raw materials to not depend on fossils anymore. Biotech can help us exactly with this transition. Actually, in biotech, we can use organisms like these. Yeah, here we have a bacterial culture, and we can use these to produce specific compounds from biomass instead of fossil resources. If you want, you can take a look. Fascinating. Are the bacteria doing anything yet? Not so much right now. Currently, we just inserted the genetic blueprint for them to enable them to produce a precursor to aniline. To do this, they really need the right environment and, of course, something to eat. I hope they're not too picky because I only brought these wood chips. That's quite fine already.
The bacteria need carbohydrates, and you can make carbohydrates from wood chips, for instance, but also from corn, green waste, and other things. At lab conditions, we first of all test them with these pure sugar solutions, as you can see here, and later on extend their menu to these industrial sugar solutions. What happens when we feed the bacteria? To see this, we have to go to the next corridor. Shall we? Yeah, sure. Let's go. Okay, this is a process we call fermentation. It occurs in vessels like these. At the industrial scale, this is, of course, a thousand times bigger, but the principle remains the same. The bacteria grow, they metabolize the sugar, and then produce the precursor to aniline. For aniline production, you have to go to the pilot plants. Thank you for showing me around here and for all the exciting insights.
You're welcome. Hi, Silvan. Hi, Annika. Thanks for having me here. I have to say, it looks very shiny, very new, but also very complex. Yes, it's a very complex plant, and it's our newest pilot plant. We are very proud of it because with this plant, we are able to produce bio-based aniline for the first time in history in a small industrial scale. Congrats on that. That's a very big milestone. Thanks. Therefore, we use a biotechnological-produced precursor. In this plant, biotechnology and classical chemistry come together. Impressive. What is aniline used for? At Covestro, we use aniline to produce MDI, and MDI is used to produce insulation foam, for example, for the insulation of buildings. How much quantity are we talking about? How much aniline do we produce every year? We produce quite a lot of aniline.
We produce around about one million tons a year, and we are one of the biggest producers of aniline in the world. Wow, that's really a lot. But how does the process work? Like, how do you produce the bio-based aniline? Let me show it to you. After the bacteria have finished their work, we get a biotechnological-produced intermediate, and it runs through different stages and equipment here in our plant at different temperatures until we receive the bio-based aniline. This product can then be used to produce MDI? That's what Annika is responsible for. Yeah, you cannot use it straight away because you can see there are a lot of impurities in there. Therefore, we have a distillation sequence in the distillation pilot plant. We have evaporators, distillation columns, and a phase separator. In the end, it's purified. That looks crystal clear to me.
Yes, and then we can use it. That is very impressive. How is it performing? Excellent. It really has the same properties. Also, if we produce the foam out of it, it has the same quality. Wow. Congratulations. That is really an impressive and big milestone you have achieved together. I wish you all the best for the future with the project. Thanks for having me here. Some of you may now be wondering, will I soon be able to wrap my house in insulation foam made from sugars? That is exactly where we are heading. You will have to be patient because even though the process is a real breakthrough, we still need to scale it further. In the future, industrial-scale plants will be able to produce MDI using bio-based aniline, which in turn will be used to produce insulation foam. We will keep at it, I promise.
My friend always says that if a challenge is too big, just walk around it. What if it's not just a challenge, but rather a calling? The best way might be right through it, even if it's uncomfortable. I'm no stranger to uncomfortable situations. This is muddy. I'm not there yet. It's all about the right catalysts, about finding pure solutions. I know it's uncomfortable. Keep pushing boundaries. A pure result. Sofia is experimenting with the chemical recycling of plastics. This is one critical technology to make Covestro, our customers, the chemical industry, and all our lives more circular and climate neutral. At Covestro, this is what we're all working toward: to make the world a brighter place. We will be fully circular.
[Translator] Ladies and gentlemen, we now resume the AGM of Covestro AG, and we'd like to begin by answering the questions posed by Mr. Gaebler, or at least some of them.
I'm going to start, Mr. Gaebler. You asked why the board of management received variable remuneration because there was no dividend for the shareholders. The remuneration of the board of management cannot be equated to a dividend payment. The dividend is based on the earnings of the group and therefore on the overall economic situation of Covestro. The financial statements of Covestro AG do not have distributable profit. Therefore, the payment of a dividend this year, very regrettably, is not possible. In addition, this is in line with our dividend policy. The compensation of the board of management follows clear and transparent rules which are established in the compensation system and which have been approved by a great majority of the AGM. These rules are, of course, binding on the supervisory board.
Mr. Gaebler, you also asked why we do not have any chat rooms or a chat function so that shareholders can interact amongst themselves. The virtual format of the AGM is oriented towards affording shareholders an effective way of exercising their shareholder rights. A chat function for interaction between the shareholders is currently not envisaged within the framework of the virtual format. As a matter of principle, we are open to refining the virtual format. Any potential additional features, from our point of view, have to work reliably from a technical point of view and, in addition, should be in the general interests of our shareholders. Mr. Gaebler, you asked whether, in this context, we wanted to continue holding virtual AGMs.
The Board of Management and the Supervisory Board are of the opinion that in 2022, or that the virtual format ingrained and enshrined in the German Stock Corporation Act by the legislature in 2022 is a practicable and shareholder-friendly alternative to a conventional in-person AGM. Under item nine, we kindly request you to approve the corresponding authorization, whereby we would like to emphasize that this does not automatically mean that we are going to implement the virtual format. Decisions reached on future AGMs will be made on a case-by-case basis, weighing all relevant factors carefully, in particular safeguarding shareholder rights, sustainability issues, and cost considerations, as well as the expectations of the investors. Mr. Steilemann, could I perhaps ask you to furnish further responses?
[Translator] Yes, gladly, Mr. Pott. Mr. Gaebler, you have asked about our assessment and expectations with respect to the incoming German government.
A key challenge for the competitiveness of Germany as an economic site are the high energy costs compared to other countries and the high burdens. The coalition agreement of the 9th of April 2025 envisages investments, innovations, and competition being promoted, as well as taxes, levies, and energy prices being reduced. In addition to that, labor incentives are supposed to be improved in a way that supports decarbonization, reduces red tape, and enables an active trade policy to be pursued. In this sense, the central demands of the economy and its associations have been included and considered in the coalition agreement. We assume that the envisaged measures for a sustainable improvement of the economic conditions will be added to. Against this backdrop, we expect that the regulatory environment for energy-intensive companies like Covestro will improve.
Mr. Gaebler, you asked whether there were better amortization options and whether the jungle of bureaucracy had to be cleared and what we expected from policymakers in this regard. Taxes and reducing red tape are key tasks of the next German government, and I addressed them in my speech. Therefore, in a nutshell, improved amortization possibilities are a targeted measure for increasing willingness to invest in Germany. The coalition agreement of the 9th of April envisages a degressive amortization and depreciation of equipment investments from 30% in 2025, 2026, and 2027. We welcome this. In view of reducing bureaucracy, we also see positive signals in the coalition agreement, including, amongst other things, the clear commitment to reducing fiscal bureaucracy. Against this backdrop, we expect policymakers to resolutely implement the coalition agreement, in particular the measures negotiated therein, in order to strengthen Germany as an economic site.
Mr. Gaebler, you asked how many employees in the company had an annual gross compensation of more than EUR 180,000 and what the change was compared to the previous year. In sum, about 260 employees in Germany in 2024 had an annual gross compensation, including the short-term, long-term, and performance-linked bonuses of over EUR 180,000. The Board of Management was excluded from this consideration. In 2023, the number of employees was about 200, and in 2023, no short-term bonus was paid. Mr. Gaebler, you asked about three major risks and problems for Covestro. From the perspective of the Board of Management and the Supervisory Board, there are three material operational risks. First, demand that is growing slower than anticipated, and that is demand for our products. As you know, however, Covestro is active in attractive growth markets.
If growth, however, is much slower than anticipated, this will have a negative impact on our earnings. Second, there's the fact that our competitors are increasing their offerings faster than anticipated. In the past decades, we have time and again shown that overcapacities can lead to lower margins. This is typical for our industry, in which for many decades we have found a home. Although Covestro so far has always been in a position to overcome these temporary conditions, we can manage overcapacities in an industry which are, however, they can also lead to lower and/or negative earnings. There can be business outages, and there can be unplanned costs due to plant outages. On top of that, both for us and for our customers, this is quite an irritant. Now, I would like to hand the floor to Christian Baier.
[Translator] Thank you, Markus. Mr. Gaebler, you asked about the three biggest risks that affect the share price. Potentially, our shareholders, with a great majority of 82% roughly, approved the takeover offer of XRG and ADNOC of EUR 62 per share. This takeover offer is subject to the customary consummation conditions with respect to merger control law and export control law and EU third-country subsidy law. In view of the clearances that we've already received and our interaction with other authorities, we assume that the transaction will close in the second half of 2025. From a structural point of view, of course, we see risks in the form of the economic recovery of demand still not having happened, in particular for the key industries: automotive, construction, electronics, and mattresses, furniture. A further risk has been identified in the geopolitical tensions that persist between regional powers.
There is great general uncertainty with respect to the development of existing trade conflicts and the associated macroeconomic implications that could have an impact on the business performance of Covestro. You also asked about the future treatment of free-float shareholders. On successful completion of the XRG transaction, XRG may have more than 95% of the Covestro shares. It's up to XRG whether and when they implement a squeeze-out of the minority shareholders in exchange for cash. The corresponding option is something that XRG has reserved the right to exercise in its takeover offer. The board of management, there are legal requirements that mean that the cash compensation will be adequate, especially with respect to specific proceedings. There's protection for shareholders there. In particular, in the investment agreement, the board of management has, under certain conditions, committed to supporting a squeeze-out.
Mr. Gaebler, you asked about the three companies on the shareholding list with the greatest profits and the three with the greatest losses before profit and last transfer in each respect. The three companies with the biggest gains are Covestro PO LLC at EUR 138 million, Covestro Shanghai Investment Company Limited with EUR 190 million, and Covestro Polymers China Company Limited with EUR 150 million. The three companies with the biggest losses are Covestro Deutschland AG to the tune of EUR -78 million, Technology JVLP to the tune of EUR -335 million, and PO JVLP to the tune of EUR -45 million. The earnings of Covestro Deutschland AG depend on the operating business trend of the company and the dividend payments of the subsidiaries.
As mentioned in the speeches of the Board of Management, manifold measures have been planned in order to improve the earnings of the group and thus of Covestro Deutschland AG. The losses of Technology JVLP and PO JVLP are part of the PO agreements with LyondellBasell in the United States and therefore must be seen in context and from a bird's-eye view. At this level, profitability is being monitored constantly. Mr. Gaebler, you asked whether a termination of the listing of Covestro is being envisaged. This decision will be up to XRG if and when the time comes. The Board of Management of Covestro has committed its support in the investment agreement under certain conditions. The shareholder rights in the event of a potential termination of the listing on the regulated market will remain unchanged. The delisting, however, could make trading the shares more difficult.
We have examined the ramifications of a potential delisting under item 72 of the substantiated statement on the takeover offer in detail. Now I would like to hand over to Sucheta.
Thank you, Christian. Mr. Gaebler, you asked about the impact of the U.S. tariffs on Covestro and how much the impact could be in a worst-case scenario. As a globally active company, Covestro is closely monitoring changes in the global as well as the U.S. trade framework. As Covestro mostly produces in the respective region for the region, the majority of our business is not subject to the U.S. tariffs. Also, by adjusting supply streams and through negotiation with our customers, Covestro further limits the remaining direct exposure. However, it is currently still difficult to estimate the indirect impact of the recent U.S. developments on our customer industries. Thank you. Thorsten, over to you.
[Translator] Thank you, Sue. Mr. Gaebler, you asked about the plans for closures of factories or shifts in Germany and resulting savings effects. At present, we do not plan to close any factories in Germany. We would like to stand by our German production sites and continue to invest in R&D and the modernization of our assets. As I mentioned earlier, the goal was presented within the framework of our strong growth program, and that is to save at least EUR 450 million. In Germany, at present, this does not envisage the closure of any assets. The strong objectives are supposed to be achieved by continuously improving the structures of the company. Right now, this timeline envisages that the full cost impact will materialize by the 31st of December 2028. Whether and to what extent there may be any shifts because of this is something that we cannot reach a conclusive decision on.
Now I'd like to hand over to Markus so that he can answer further questions.
[Translator] Thank you, Thorsten. Mr. Gaebler, you asked about the situation at Covestro in terms of digitization, where we see ourselves in five years, how that will change the company, and what the investment volume has been planned, and what results we expect. The digital transformation is a key element of our sustainable future strategy here at Covestro. We take comprehensive measures along the entire value-added chain. We use digitization as a strategic lever to optimize processes and to strengthen our competitiveness. In the past fiscal year, we already crossed major milestones in large-scale projects. Next year, we plan to roll out digitization on a large scale through the implementation of artificial intelligence in all areas of Covestro, and here we're speaking in the middle double-digit range in terms of investments.
Mr. Gaebler, you asked about employee churn in the past fiscal year, broken down by age-related churn, people entering into retirement, employees canceling their employment contracts, layoffs, etc. 191 full-time equivalents left the group. Due to termination by the employee themselves, it was 94 employee equivalents. In 2024, in Germany, 12 people were forced to leave by the employer. 32 employee equivalents left the company by mutual consent. You also asked about the severance cost in fiscal 2024 across the group. These costs amounted to about EUR 19 million. On a global level, severance payments to the tune of EUR 35 million were paid worldwide. Now I hand the floor to Christian Baier.
[Translator] Thank you, Markus. Mr. Gaebler, you asked about the fees of the independent auditor, specifically for the ESEF audit, and also you asked about the benefits of ESEF.
You wanted to know the point of view of the board of management and the supervisory board. The fees for the ESEF audit are not communicated separately. It is part and parcel of the total fees of the financial statement audit to the tune of EUR 3.3 million. The expenses of the external auditor for the ESEF audit account for a small share. ESEF, of course, is considered an additional cost, and in fact, this means that Covestro has to make some changes. Over the short and long term, we see some advantages for us as a company as well as for you as our shareholders. The ESEF format creates increased transparency and comparability at a European level, especially for investors and analysts who evaluate data automatically to an increasing extent. This contributes to a more efficient capital market.
In a nutshell, even if this results in tangible costs, we believe that ESEF increases transparency, digitization, and capital market orientation and helps us to meet our obligations as a listed company. You asked about our assessment of sustainability reporting as the Board of Management and the Supervisory Board. Sustainability at Covestro is an integral component of its strategy at the group level, and in 2016, we set our first sustainability targets. In fiscal 2024, we published our group sustainability report on a voluntary basis on the basis of the European Sustainability Reporting Standards for the very first time, which satisfy the requirements of the Corporate Social Responsibility Directive and make that specific. On the whole, this translates in increased administrative efforts at Covestro.
As a matter of principle, we believe sustainability reporting is an important and necessary component for the sustainable development of the economy and the transformation of the industry. Covestro welcomes the fact that the added bureaucracy has been acknowledged at the EU level, and the first packages have been announced and introduced to alleviate this burden. It remains to be seen how things develop. The costs in 2024 of the external audit of the sustainability-related information total approximately EUR 1.4 million. These fees are listed in the notes on page 358 of our German annual report 2024. In the future, we anticipate similar costs of the external audit. Mr. Gaebler, you asked what, in addition to costs, technology, and legal uncertainty, stands in the way of conducting a hybrid AGM.
A hybrid AGM, from our perspective, would involve a substantial added effort from an organizational and cost point of view because two different formats would have to be implemented at the same time and coordinated. The legal implementation of the hybrid format places added demands on us. In the past, we have received positive feedback from our shareholders on the virtual format. In the future, we will, as I mentioned earlier, consider the format of our AGM, taking account of the items on the agenda, our shareholder structure, sustainability issues, as well as cost considerations. Mr. Gaebler, you asked about the preparation of Covestro for e-invoicing, the assorted costs, and potential saving effects. On top of that, you asked about the number of paper or PDF invoices in the past in terms of incoming and outgoing invoices.
E-invoices is a subject that is not new to us at Covestro, first of all, because for a number of years, we have been implementing a number of different methods for e-invoicing and because the legal foundation for this has been in the works in the EU for years. On top of that, for some countries, some solutions have already been implemented, especially countries of relevance to us. There are some implementation plans. With respect to implementation in Germany, since the 1st of January 2025, there has been an obligation to be able to receive e-invoices, and we fulfill this obligation completely. Completely electronic invoices in structured form provide substantial advantages with respect to automation and standardization, which leads to more transparency and automation and efficiency in invoicing.
A concrete assessment of cost estimates is impossible to make right now because the structured data format has not been formulated finally in a lot of countries. On top of that, there is a lot of leeway, which means that we have to coordinate things with IT service providers and business partners. In 2024, Covestro received approximately EUR 1 million, 11% in paper, 24% as a PDF by email, and 40% via electronic interfaces. In outgoing invoices, about 10% are still in paper form. On that note, I'd like to hand over to Sucheta.
Thank you. Mr. Gaebler, you'd asked a question about the impact of the U.S. tariffs on Covestro and how much the impact could be in a worst-case scenario. I was told that the translation was not very precise, so I'm answering the question again.
As a globally active company, Covestro is closely monitoring changes in the global as well as the U.S. trade framework. As Covestro mostly produces in the respective region for the region, the majority of our business is not subject to the U.S. tariffs. Also, by adjusting supply streams and through negotiation with our customers, Covestro further limits the remaining direct exposure. It is currently still difficult to estimate the indirect impact of the recent U.S. developments on our customer industries. Thank you. Richard, with that, I hand over to you.
[Translator] Vielen Dank, Sue. Thank you, Sue. I see once again that there are requests to take the floor by two shareholders, Mr. Rudolph and Mr. Zahlten.
Our technical team has tried to contact these two gentlemen many times via the investor portal and in different ways to do the technical check, and I too have called on them here to contact our team, the coordinator, but this has not happened yet, and therefore, I hope you understand that these statements now can no longer be made. Ladies and gentlemen, we will have a break once again for five minutes. It is now 1:35 and at 1:40 we will resume the AGM. Thank you. Ladies and gentlemen, we will now continue with the AGM, and I would like to hand the floor to Mr. Steilemann once again.
[Translator] Thank you, Dr. Pott. Mr. Gaebler, I have to add some additional information about a question that I answered previously.
You asked about how digitization is going at Covestro, where we want to be in five years, how the digitization is going to change the company, what the investment volume is we're planning, and what results we're expecting. The digital transformation is a key element in our sustainable future strategy at Covestro. We are implementing major measures along the entire value chain and taking advantage of digitization as a strategic lever to optimize our processes, improve customer experiences, and strengthen our competitiveness. In the past fiscal year, we already passed some important milestones with major projects. The efficiency improvements resulting from that are a major component to achieve the targets of our strong transformation program.
For the years to come, we're planning further comprehensive digitization measures, including the use of artificial intelligence in all segments at Covestro, with an annual investment volume of millions in the mid-range million segment, the mid-range double-digit segment. Let me get back to the sustainability report question, and let me add that in fiscal 2024, our group sustainability report for the first time was completed using completely the European Sustainability Reporting Standards. These are called the European Sustainability Reporting Standards, which, put in concrete terms, are the requirements of the European Corporate Responsibility Directive.
[Translator] Okay, thanks to you two gentlemen for your answers, and I see on my monitor that Mr. Beckendorff would like to take the floor again. Mr. Beckendorff, you have the floor.
[Translator] Thank you, Dr. Pott. First of all, I'd like to thank you for the answers you've given to four of my questions, though I have a question to your answers. First of all, Rosie Overbeck, I asked about that -7.4% in 2024. You stated that EBIT, as a result of special items, had a negative impact, and this meant that the -7.4% was achieved. Now, my question then is, why in the annual report, according to what it says there, you assume that you'll still be within the forecast, or you were within the forecast range? Second question, it was about the voting rights announcement from Abu Dhabi on the 18th of February 2024. You said it was a correction. The question I have is, what was the reason for the correction there? Did your future main shareholder make a mistake in October 2024?
What was the reason for that? I would like to get back to the question about the compensation for the board of management members and the system. First of all, you stated the actual values for the participation rate in 2024, that was 85%, and the accident rate 0.29. The target for the neutrons in 2024 were 2.8 and 0.7. That is below the values reached in 2024, and it's below for accidents. That's positive. Why does the supervisory board believe that this target is still ambitious? Finally, I would like to respond to your answer that you gave, namely that customer satisfaction is a necessary but not sufficient condition for economic success. Therefore, you have a very clear logic for not taking that into account directly in your compensation system. You could use that argument for many other things.
For instance, the participation rate in employee surveys or the accident rates. My question is, why do you think those two points are more important than customer satisfaction?
[Translator] Thank you. Mr. Beckendorff, thank you for those questions. I think that we should have another break in the AGM for another 10 minutes so that we can get the answers to these questions. That means that we will be back at five minutes to two to resume the AGM. Thank you. Ladies and gentlemen, we're a little bit late, and I will now resume the AGM and would like to hand over to Mr. Baier. Mr. Baier, the floor is yours.
[Translator] Dr. Pott, thank you. Mr. Beckendorff, you asked about the overwhelming that we achieved in 2024.
Our forecast range was to be rounded off - 7% to - 5%, and therefore the exact amount achieved, - 7.4 percentage points, could be rounded to 7 percentage points, and that was in the range that we announced. Mr. Beckendorff, you asked about the backdrop to the corrected voting rights announcement on the 18th of February, 2025. The voting rights announcement from the government of Abu Dhabi, dated 18th of February, 2025, contains corrections of previous announcements and the supplemental voting rights announcements. In our view, this was necessary because the Abu Dhabi Investment Authority holds Covestro shares and financial instruments, which were not correctly taken into account in the past, and they reacted to this in their announcement dated 14th of February, 2025, regarding the takeover offer, and this can be seen at the website covestro-offer.com.
[Translator] Thank you, Mr. Baier. There are two more questions left to be answered. Mr. Beckendorff, you asked why the Supervisory Board has considered the target for the accident rate and the participation rate to be ambitious. In this context, there are not very many comparable statistics for the accident rate, but from U.S. statistics, we know that our value for the first quarter of comparable chemicals companies and within that quartile is very well positioned. We have an outstanding position compared to our competitors, and our aim is to maintain and even improve that positioning if we can. The same applies to the participation rate. We are using statistical experience and comparable values from the market, and on that base, that is compared to many other companies, we have come to the conclusion that our new value as a target is ambitious. Your second question, Mr.
Beckendorff, you asked why the targets selected for employee satisfaction and accident rate are more important than customer satisfaction, why we consider them to be more important than customer satisfaction. The priority for the RIR, the recordable incident rate, and the aggregate participation rate do not mean that we hold customer satisfaction to be unimportant or in low esteem. Rather, this decision is based on a balancing of the importance of these factors one to the other on the one hand, and on the other hand, it's based on the thought that the remuneration system should not be overloaded with too many individual KPIs. That is an important point. In all these considerations, we therefore opted for the factors that we selected and their weighting. Because when we look at customer satisfaction, there are many more external factors influencing it that we have only a limited impact on.
On that note, we have answered all of the questions that have been submitted so far. We will not now have a break in the AGM, but I will just pause here for a minute to give everyone the opportunity, if they wish to do so, to request the floor, ask any questions they might have. I am looking over to our notary to see what he thinks as to when people have been given sufficient opportunity to submit questions. Two minutes. Okay, it is 2:08. We will not have a break in the proceedings. We will just stay here. We will have a pause, and you can see us sitting here. Mr. Steilemann is having a sip, so you can see us all. Ladies and gentlemen, it is now 2:09 P.M., and I see there are no further requests to speak.
Many thanks to the Board of Management for their exhaustive answers, but above all, many thanks to you, our shareholders, for your questions and your interest in the company, in our company, Covestro. I note that there are no further requests to speak and that all questions have been answered, and I hereby close the general discussion on all items on the agenda. Ladies and gentlemen, we will now be moving on to the votes on the administrative proposals for agenda items 2 to 9. The resolutions and election proposals of the administration, as published in the invitation in the Federal Gazette of Germany on March 6, 2025, will be put to the vote now.
I would also like to point out that under agenda item 2, the members of the Board of Management, to have their actions ratified, must abstain from voting for both their own and third-party shares. This also applies to those persons who represent shares held by members of the Board of Management. The same applies to the members of the Supervisory Board, and also to the Supervisory Board members who will or who left in 2024, as well as to those individuals who represent the shares of Supervisory Board members under agenda item 3. Ladies and gentlemen, you now will have the last opportunity to exercise your voting rights via our investor portal by electronic vote or as an alternative to issue powers of attorney and instructions to the proxies of the company.
You can also change your vote or voting instructions now for the last time, if you wish. I'm looking at my watch, and I see it is right now 2:11 P.M. You still have an opportunity to use the functions in our investment portal up until 2:16 P.M. The authorization and instruction function will then be closed. The company proxies will then vote as instructed. Subsequently, that is, at the end of voting, the electronic voting function will also be closed, and the electronic votes received in due time will also be included in the results of the voting. All votes will then be counted to determine the results of the vote. All yes votes and all no votes will be counted. Any abstentions will not be taken into account. All this is done electronically and is not expected to take too much time.
We will now have a short break until 2:16 P.M. Ladies and gentlemen, it is now 2:16, and I assume that all shareholders and their representatives have had sufficient time to exercise their voting rights. The functions for giving instructions and authorizations are now closed. You can vote electronically until we conclude the vote just for a few more minutes. The company's proxies will now be voting in the system according to their instructions. I am now closing the vote, and I note that it is also no longer possible to vote electronically, and I interrupt the annual general meeting so that we can determine the results of the vote. This, as I said, probably only takes a very short time. Dr. Hammonds will be monitoring the counting of the votes, and I will announce the results as soon as I have them in front of me.
Until then, we'll take a quick break. Thank you very much. Ladies and gentlemen, we now have the results of the vote, and I would now like to continue our annual general meeting. I will be announcing the results of the vote, and I will also give this to the notary public for the minutes. You will find the results after today's meeting on the company's website. Let's begin with the new updated number of shares represented of the capital stock amounting to 189 million divided into 189 million shares. We have 72,741,621 shares with exactly the same number of votes represented. That's 38.49% of the share capital. We also have electronic votes of 1,029,290 votes. This brings us a total of 73,770,911 shares, which is 39.03% of the registered capital. Now I'd like to come to the results of the vote.
After they are announced, I will then be concluding the AGM. If you want to object to any of the resolutions, you should do so now. These are the results of the vote. With regard to agenda items two through nine, these refer to the resolutions from the Board of Management and the Supervisory Board as published in the Federal Gazette on the 6th of March, 2025. Now, when it comes to the ratification of the actions of the members of the Board of Management, the AGM has voted with the necessary majority. On behalf of all of the members of the Board of Management, I would like to thank all of you for the trust you have placed in me. Agenda item three, ratification of the members of the Supervisory Board. I would announce that the AGM has adopted the proposal with the required majority.
Here, again, on behalf of all of the members of the Supervisory Board, I would like to thank you for the trust you have placed in us. Agenda item four, 4.1, the election of KPMG AG in Düsseldorf as the auditor for fiscal 2025 and for the interim financial statements and the management report for, as well as any additional financial information over the course of the year for fiscal 2025 in the first quarter of fiscal 2026. I note that the AGM has voted in favor of this with the required majority. 4.2, election of KPMG AG, with regard to the audit of the sustainability report for fiscal 2024. I would like to announce that the AGM has adopted the proposal from the Supervisory Board with the required majority. Agenda item 5.1, elections to the Supervisory Board. Dr.
Christina Maria Bortenlänger, I would like to announce that the AGM has adopted the proposal with the necessary majority. Agenda item 5.2, election to the Supervisory Board, Lisa Kingo. I announce that the AGM has adopted this with the necessary majority. Agenda item 5.3, elections to the Supervisory Board, Dr. Richard Pott. I announce the fact that the AGM has adopted the proposal from the Supervisory Board with the required majority. Agenda item 5.4, elections to the Supervisory Board, Regina Stachelhaus. I note that the AGM has accepted the proposal from the Supervisory Board with the required majority. Agenda item 5.5, elections to the Supervisory Board, Patrick Thomas. I note and announce that the AGM has adopted the proposal from the Supervisory Board with the required majority. Agenda item six, approval of the compensation report.
I note and announce that the AGM has adopted the proposal from the Board of Management and the Supervisory Board with the required majority. Agenda item seven, the approval of the compensation system for the members of the Board of Management. I note and announce that the AGM has adopted the proposal from the Supervisory Board with the required majority. Agenda item eight, authorization to issue convertible and to give a new authorization to issue convertible and warrant bonds and to exclude subscription rights and to rescind the existing conditional capital 2020 and to create conditional capital 2025 and the corresponding change to the articles of incorporation. I note and announce that the proposal from the Board of Management and the Supervisory Board has been adopted with the necessary majority.
Agenda item nine, resolution on a new authorization of the Board of Management to arrange for a virtual AGM and corresponding amendments to the articles of incorporation. I note that the AGM has adopted the resolution from the Supervisory Board and the Board of Management with the required majority. Ladies and gentlemen, that brings us to the end of this year's virtual AGM. I would like to thank you very much for your interest in our company, and I'd also like to thank all of the coworkers who have been involved in preparing and carrying out today's AGM. Thank you very much. The next regular AGM at Covestro AG will most likely be in just about a year's time on the 15th of April, 2026. Stay well and thank you very much. Goodbye. That concludes the AGM for Covestro AG at 2:45. Thank you very much.