LANXESS Annual Stockholders' Meeting
III. Additional information regarding the convening
At the time of the notice convening the Annual Stockholders’ Meeting, a total of 91,522,936 no-par value shares have been issued. Each issued share carries one voting right, but the Company has no voting rights from own shares.
2. Requirement for the participation in the Annual Stockholders’ Meeting and execution of voting rights
Stockholders are entitled to attend the Annual Stockholders’ Meeting and to exercise voting rights provided that they have furnished proof of their right to attend the Annual Stockholders’ Meeting in form of a special verification of stock ownership issued in text form by the depositary institution and have registered with the Company in text form, in German or English, no later than on or before Thursday, May 16, 2019 (24:00 hours CEST). The verification of stock ownership must refer to the beginning of the 21st day prior to the Annual Stockholders’ Meeting, i.e. Thursday, May 2, 2019 (0:00 hours CEST) (evidence reference date), and must be drawn up in the German or English language. Both verification of stock ownership and registration must be received by the Company no later than Thursday, May 16, 2019 (24:00 hours CEST), at the following address:
c/o Deutsche Bank AG
Postfach 20 01 07
60605 Frankfurt am Main
Fax: + 49 (0)69 12012-86045
The evidence reference date shall be authoritative for exercising participation rights and for the scope of voting rights in the Annual Stockholders’ Meeting. In the relationship with the Company, as regards participation in the Annual Stockholders’ Meeting and exercising voting rights, only a person having furnished such special verification of stock ownership as of the evidence reference date shall be considered a Stockholder. Changes in stock ownership after the evidence reference date shall be without relevance for the participation right and the scope of voting rights. Anyone who as of the evidence reference date has not yet held any shares and who has acquired their shares only after the evidence reference date, therefore shall not be entitled to attend or vote, unless they are appointed as authorized representatives or proxy. Stockholders who have duly registered and furnished special verification of stock ownership, shall continue to be entitled to attend and to vote to the extent of the demonstrated stock ownership if they sell all or part of their shares after the evidence reference date. The evidence reference date is of no importance for dividend rights.
Upon receipt of registration and verification of stock ownership, Stockholders entitled to attend shall be sent admission tickets for the Annual Stockholders’ Meeting. We ask Stockholders to ensure in a timely way their registration and provision of the verification of stock ownership by their depository institution so as to facilitate the organization of the Annual Stockholders’ Meeting.
3. Proxy procedure
Stockholders have the option of having their voting rights exercised by an authorized representative, also including a financial institution or a stockholders’ association as proxy. Issuing, revoking, or evidencing of such proxy vis-à-vis the Company shall be made in text form unless a financial institution or a stockholders’ association or any other similar institution or person under Section 135 Paras. 8 and 10 AktG are to be authorized to exercise voting rights.
To nominate proxies to third parties, Stockholders may use the proxy section of their admission tickets, which shall be mailed to them upon registration. A proxy form is also available on the Internet at www.asm.lanxess.com
It is also possible to authorize third parties electronically on the Internet. This too requires an admission ticket. Stockholders may access the Internet supported proxy system via the Company’s website at www.asm.lanxess.com. The electronic proxy must be forwarded in due time in order to be considered. The same applies for a possible electronic revocation of the proxy.
Evidence of the appointment of an authorized representative may also be transmitted to the Company via the email address firstname.lastname@example.org.
If a bank or any other similar institution or enterprise (Sections 135 Para. 10, 125 Para. 5 AktG) or a Stockholders’ association or a person defined in Section 135 Para. 8 AktG are to be authorized, there is no text form requirement. However, the proxy statement must be in a verifiable form. It must furthermore be complete and may contain only statements related to exercising voting rights. Accordingly, if you intend to authorize a financial institution, a stockholders’ association, or any other similar institution or person under Section 135 AktG, please check the form of proxy with those institutions or persons.
The Company is offering its Stockholders the opportunity to appoint company-nominated proxies to exercise their voting rights. Stockholders utilizing this option must have an admission ticket. Such proxies must be given authorization and instructions on how to exercise the voting rights with regard to each relevant item on the agenda. Proxies are obligated to vote as instructed. In the absence of explicit or clear instructions, proxies shall abstain from voting on the respective item. Authorization, voting instruction, revocation of such proxy as well as evidence of authorization shall be provided to the Company in text form.
Authorization of and voting instructions to company-nominated proxies may be issued only by using the authorization and instruction section on the admission ticket unless specified otherwise below. The authorization (with instructions) must be received by the Company no later than Wednesday, May 22, 2019, 12:00 hours (CEST) (receipt decisive) at the following address:
c/o Computershare Operations Center
Fax: +49 (0)89 309037-4675
Company-nominated proxies may also be authorized and instructed via the Internet. Stockholders may access the Internet supported proxy system via the Company’s website at www.asm.lanxess.com. Authorizations and instructions issued on the Internet must have been completed by Wednesday, May 22, 2019, 18:00 hours (CEST) at the latest; until such time, issued authorizations may be revoked or instructions changed on the Internet.
Stockholders attending the Annual Stockholders’ Meeting in person may also authorize company-nominated proxies to vote on their behalf by issuing relevant authorizations and instructions at the exit in text form. This option will be available to Stockholders regardless if they subsequently leave the Annual Stockholders’ Meeting or wish to continue to attend.
Even in case of authorization of third parties or company-nominated proxies, registration and verification of stock ownership are required in due time in accordance with the above provisions.
4. Minority amendments to the agenda in accordance with Section 122 Para. 2 AktG
Stockholders whose total shares together amount to one-twentieth of the capital stock or a prorated amount of EUR 500,000 may demand that items are added to the agenda and announced. Each new item must be accompanied by a justification or proposal.
Any motions shall be sent in writing to the Company’s Board of Management. We request that proposals are sent to the following address:
To the Board of Management of
FAO Legal & Compliance Department
It must be received by the Company no later than 30 days prior to the Meeting, whereby the day of receipt and the day of the Annual Stockholders’ Meeting are excluded. The last possible date of receipt is therefore Monday, April 22, 2019, 24:00 hours (CEST). Any motions for amendments received after such day shall not be considered.
A motion for amendments will only be considered if the applicants prove that they have owned the aforementioned minimum number of shares for no less than 90 days prior to the request being received, and that they have held the minimum shareholding up until and including the decision of the Board of Management on the motion for amendments. Section 121 Para. 7 AktG shall apply mutatis mutandis to the calculation of the time period. Section 70 AktG must be complied with in calculating the minimum duration of ownership.
5. Motions and voting nominations by Stockholders in accordance with Section 126 Para. 1 and Section 127 AktG
Countermotions which include reasons against a proposal by the Board of Management and/or the Supervisory Board regarding a particular agenda item and proposals from Stockholders on the appointment of annual auditors are to be sent to the following address exclusively. Countermotions and nominations sent to another addresses will not be considered.
FAO Legal & Compliance Department
Fax: +49 (0)221 8885-4806
Countermotions and appointment proposals received at the latest 14 days before the Annual Stockholders’ Meeting (not counting the date of receipt and the day of the Annual Stockholders’ Meeting, i.e. by Wednesday, May 8, 2019, 24:00 hours (CEST)) at the aforementioned address with evidence of qualification as a Stockholder will, insofar as these are to be made available to the other Stockholders, be published immediately on the Internet at www.asm.lanxess.com. Any potential position statements by the administration will also be published at the stated Internet address.
Further information, in particular about the circumstances in which motions and nominations do not have to be made available, can be found on the website of the Company at www.asm.lanxess.com.
6. Stockholders’ Right to information in accordance with Section 131 Para. 1 AktG
Upon request, each Stockholder shall be provided by the Board of Management during the Annual Stockholders’ Meeting with information about matters concerning the Company, including its legal and business relationships with affiliated enterprises and the financial situation of the group and the enterprises included in the consolidated financial statements if this information is required for a proper assessment of an agenda item.
Such information shall be provided in accordance with the principles of diligent and truthful reporting. The Board of Management may refuse to provide the information under the conditions set forth in Section 131 Para. 3 AktG, and the chairman of the meeting may limit the time Stockholders have to speak and raise questions under the conditions set forth in Section 16 Para. 4 of the Company’s Articles of Association.
Further information is available on the Company’s website at www.asm.lanxess.com.
7. Information on the Company’s website and data privacy
In compliance with Section 124a AktG, this invitation to the Annual Stockholders’ Meeting, the documents to be made available, and other information in connection with the Annual Stockholders’ Meeting are available on the Company’s website at www.asm.lanxess.com. Information about data privacy for Stockholders can be found in the annex to this Notice of Meeting.
8. Partial broadcast of the Annual Stockholders’ Meeting on the Internet
Subject to technical availability, the Company’s Stockholders and other interested parties will be able to follow the speech given by the Chairman of the Board of Management during the Annual Stockholders’ Meeting on Thursday, May 23, 2019, on the Internet at www.asm.lanxess.com. The other portions of the meeting will not be broadcast.