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ANNUAL STOCKHOLDERS´ MEETING 2019

The LANXESS Annual Stockholders' Meeting will take place on Thursday, May 23, 2019 at the LANXESS arena, Cologne. According documents and information will be available on this website. In the meantime, you can access all the information about past Annual General Meetings here.

Stockholders' Meeting

I. Agenda - agenda item 6

6. Authorization to acquire and use own shares under Section 71 Para. 1 No. 8 AktG, also under the exclusion of subscription rights, with cancellation of the previous authorization

The previous authorization issued by the Annual Stockholders’ Meeting in 2016 under Section 71 Para. 1 No. 8 AktG to acquire and use own shares is currently being used by the Company. As announced on January 10, 2019, the Company has a buyback program on the stock exchange, limited until December 31, 2019, for the purchase of own shares at a purchase price of up to EUR 200 million (excluding incidental costs). After completion of the buyback program, the own shares acquired are to be redeemed. In light of this, and because the prior authorization from 2016 will expire on May 19, 2021, the authorization is to be renewed prematurely after completion of the buyback program currently in effect.

The Board of Management and the Supervisory Board propose that the following resolution shall be adopted:

 

a) The current authorization in effect, as resolved by the Annual Stockholders' Meeting on May 20, 2016, with a limited term until May 19, 2021, to acquire and use own shares, is canceled upon enactment under l) of the new authorization set forth below.

The Board of Management is authorized until May 22, 2024, to acquire own shares of the Company in the amount of up to 10% of the Company’s existing share capital at the time the resolution is adopted or - if one of these values is lower - at the time this authorization takes effect, or at the time this authorization is exercised. The authorization can be exercised individually or jointly, by the Company or also by one of its subordinate group companies, or by third parties on behalf of the Company or on behalf of its subordinate group companies.

The authorization to acquire and use own shares can be exercised in whole or in part, one time or multiple times. The authorization can be exercised for any legally permissible purpose, particularly in pursuit of one of more of the purposes set forth in c) to h). If the utilization is for one or more of the purposes set forth in c), d), f), g) or h), the subscription right of the Stockholders is excluded. In addition, in the event of the sale of own shares with an offer to all Stockholders, the Board of Management can exclude the subscription right of the Stockholders for fractional amounts with the consent of the Supervisory Board.

b) The acquisition will be made at the choice of the Board of Management on the stock exchange or with a public purchase offer or with a public request to the Stockholders to submit an offer for sale.

If the acquisition of own shares takes place on the stock exchange, the purchase price paid by the Company (without incidental purchasing costs) cannot be more than 10% higher or lower than the price of the Company shares, as determined by the opening auction on the trading date, in the Xetra trading system (or a comparable successor system) of the Frankfurt Stock Exchange.

If acquisition is made via public purchase offer or public request to submit an offer for sale, the purchase or sales price offered, or the maximum amount of the purchase or sales price range per share (without incidental purchasing costs), cannot be more than 10% higher or lower than the average of the closing auction in the Xetra trading system (or a comparable successor system) on the Frankfurt Stock Exchange on the three stock trading days before the date of the public announcement of the offer or the public request to submit a sales offer. If there is significant deviation from the relevant price after publication of a purchase offer, the offer can be adjusted. In this case, the average price of the three stock trading days before the date of publication of any adjustment will be the reference figure; the 10% ceiling must be applied to this amount. If the purchase offer is oversubscribed, or in the event of a request to submit a sales offer, if multiple identical offers are submitted but not all can be accepted, acceptance must be based on the ratio of shares tendered (tendering ratios). In addition, numbers can be rounded down to avoid fractional shares.

c) The Board of Management is authorized to sell the own shares acquired under the above authorization in another manner than via the stock exchange or by submitting an offer to all Stockholders, provided that the sale is made for cash and at a price that is not significantly lower than the stock exchange price of the Company's shares at the time of sale (simplified exclusion of subscription rights under Section 186 Para. 3 Sentence 4 AktG). The shares sold pursuant to this authorization cannot exceed a total of 10% of the share capital, neither at the time the resolution is adopted at the Annual Stockholders' Meeting nor when this authorization is exercised. The ceiling of 10% of capital stock shall be reduced by the prorated amount of the capital stock attributable to those shares issued during the period of effectiveness of this authorization under the exclusion of the subscription right in direct or analogous application of Section 186 Para. 3 Sentence 4 AktG. Furthermore, this ceiling is decreased by shares that have been or must be issued in order to satisfy option or conversion rights, if the bonds were granted or imposed under exclusion of the subscription right in accordance with Section 186 Para. 3 Sentence 4 AktG during the period of effectiveness of this authorization.

d) The Board of Management is authorized to transfer the own shares acquired under the above authorization to third parties for contribution in kind, particularly for the acquisition of companies, parts of companies, or interests in companies or for business combinations, as well as for the acquisition of other assets, including rights and claims.

e) The Board of Management is authorized to redeem the own shares acquired under the above authorization without further resolution by the Annual Stockholders' Meeting. The redemption will result in a reduction of capital in principle. By way of exception, the Board of Management can stipulate that the share capital remains unchanged and instead the redemption will result in an increase to the remaining shares’ proportion of the share capital under Section 8 Para. 3 AktG. In this case, the Board of Management is authorized to change the definition of the number of shares in the Articles of Association.

f) The Board of Management is authorized to use the own shares acquired under the above authorization to meet obligations under conversion or option rights or conversion obligations under convertible and/or option bonds issued by the Company or its subordinate group companies, or under participation rights or participation bonds (or combinations of these instruments) that grant a conversion right or option right or stipulate a conversion or option obligation.

g) The Board of Management is authorized to use the own shares acquired under the above authorization in order to grant holders of convertible and/or option bonds issued by the Company or its subordinate group companies, or under participation rights or participation bonds (or combinations of these instruments) that grant a conversion right or option right or stipulate a conversion or option obligation, own shares in the amount they would be entitled to after exercising the conversion or option right, or to which they would have a subscription right after fulfillment of the conversion or option obligation.

h) The Board of Management is authorized to offer the own shares acquired under the above authorization to persons who are or were employed by the Company or one of its affiliated companies for purchase (employee shares).

i) The authorizations in c), d), f) and g) can be exercised only upon consent of the Supervisory Board.

j) The authorizations in c), d), f), g) and h) can also be exercised by one of the Company's subordinate group companies, or by third parties on behalf of the Company or on behalf of its subordinate group companies.

k) The authorizations in c), d), e), f), g) and h) also apply to the use of own shares that were acquired pursuant to the authorization issued by the Annual Stockholders' Meeting on May 20, 2016.

l) The above authorization shall take effect on the start of the day two months after the date on which the last notice was published as the final notice relating to the share buyback program announced on January 10, 2019, in accordance with Article 5 Para. 1 b) and Para. 3 of Regulation (EU) 596/2014 and Article 2 Para. 2 and Para. 3 of Commission Delegated Regulation (EU) 2016/1052 using a Europeanwide media package, but no later than the start of January 1, 2020.