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LANXESS Annual Stockholders' Meeting

II. Further information on the convening and conduct of the Annual Stockholders' Meeting

1. Performance of the Annual Stockholders’ Meeting as a virtual Annual Stockholders’ Meeting

With the approval of the company’s Supervisory Board, the Annual Stockholders’ Meeting will be held as a virtual Annual Stockholders’ Meeting without the physical presence of the stockholders or their authorized representatives.

Stockholders or their representatives who are properly registered for the Annual Stockholders’ Meeting are able to watch the entire Annual Stockholders’ Meeting as a livestream. The registered stockholders can exercise their voting rights only by way of absentee ballot or by granting authorization to the proxies appointed by the company.

The registered stockholders or their representatives will be able to ask questions by way of electronic communications. The registered stockholders or their representatives will be able to object to a resolution of the Annual Stockholders’ Meeting by way of electronic communications. Further details are listed below.

2. Requirement for the participation in the virtual Annual Stockholders’ Meeting and exercise of voting rights

The following stockholders – personally or by way of proxy – are entitled to take part in the virtual Annual Stockholders’ Meeting (i.e. to watch the livestream of the Annual Stockholders’ Meeting) and to exercise voting rights:

  •  those who have registered in text form in German or English with the company and
  •  have demonstrated their entitlement to take part in the Annual Stockholders’ Meeting and exercise voting rights, either by documenting their shareholding via the last intermediary in text form in German or English or by documenting their shareholding via the last intermediary in text form under the requirements of Section 67c Para. 3 AktG in conjunction with Article 5 of Commission Implementing Regulation (EU) 2018/1212.

The “last intermediary” as listed above is the person who keeps custody of the shares in a company as intermediary on behalf of a shareholder. An “intermediary” is a person who performs services for custody or administration of securities or the management of safekeeping accounts for stockholders or other persons if the services relate to shares of a company with a registered office in a member country of the European Union or another member country of the Agreement on the European Economic Area.

The verification of stock ownership must refer to the beginning of the 21st day prior to the Annual Stockholders’ Meeting, i.e. Wednesday, April 28, 2021 (00:00 hours CEST) (evidence reference date). Registration and proof of stock ownership must be received by the company no later than Wednesday, May 12, 2021, 24:00 (CEST) (date of receipt decisive) at the following address:

LANXESS Aktiengesellschaft
c/o Deutsche Bank AG
Securities Production
General Meetings
Postfach 20 01 07
60605 Frankfurt am Main


E-Mail: wp.hv@db-is.com
Fax: + 49 (0)69 12012-86045

The evidence reference date shall be authoritative for attendance and exercise 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 or their representatives shall be sent registration confirmation for the virtual 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. Livestream of the entire Annual Stockholders’ Meeting

The entire Annual Stockholders’ Meeting will be broadcast via livestream on Wednesday, May 19, 2021 starting at 10:00 a.m. (CEST) for registered stockholders of the company or their representatives on the InvestorPortal on the company’s website at asm.lanxess.com. Stockholders will receive the required login information with their registration confirmation. Other interested parties can watch the livestream of the speech by the chairman of the Board of Management online at asm.lanxess.com.

4. Exercising voting rights by absentee ballot

Stockholders or their representatives can exercise their voting rights by absentee ballot. In order to exercise absentee voting rights, registration and proof of stock ownership (see Section II.2) are required.

Absentee ballots can be requested in writing and in text form (by fax, or e-mail) by no later than Tuesday, May 18, 2021, 24:00 (CEST) (date of receipt decisive) from the company using the following contact information:

LANXESS Aktiengesellschaft
c/o Computershare Operations Center
80249 Munich

Fax: +49 (0)89 309037-4675
E-Mail: anmeldestelle@computershare.de

The absentee ballot form that can be used to vote by mail is printed on the registration confirmation and can also be accessed online at asm.lanxess.com.

Absentee ballots can also be submitted electronically on the InvestorPortal of the company at asm.lanxess.com. Absentee ballots can also be submitted via the InvestorPortal during the Annual Stockholders’ Meeting, but must be completed no later than by the time stipulated by the chairman of the meeting in the course of the voting process.

For information about revoking or amending a submitted absentee ballot, and the relationship between submitted absentee ballots and the granting authorization (with instructions) to the company proxies, see the provisions of Section II.7. For more details on the absentee ballot process, stockholders can refer to the absentee ballot and proxy form or go to the website (asm.lanxess.com).

5. Voting rights exercised by proxies appointed by the company

Stockholders or their representatives have the option to authorize the proxies appointed by the company to exercise the voting rights. Even in the event that company proxies are authorized, registration and proof of stock ownership (see Section II.2) are required.

Once authorized, the proxies will exercise the voting rights only according to their instructions. The proxies must be given authorization and instructions on how to exercise the voting rights with regard to each agenda item that will be voted on. In the absence of explicit or clear instructions, proxies shall abstain from voting. The exercise of certain participation rights (such as asking questions or submitting motions, issuing declarations or objecting to resolutions of the Annual Stockholders’ Meeting) by the proxies is not permitted.

The authorization and instructions to the company proxies can be submitted in writing and in text form (by fax, or e-mail) by no later than Tuesday, May 18, 2021, 24:00 (CEST) (date of receipt decisive) from the company using the following contact information

LANXESS Aktiengesellschaft
c/o Computershare Operations Center
80249 Munich


Fax: +49 (0)89 309037-4675
E-mail: anmeldestelle@computershare.de 

A form that can be used to issue authorization and instructions is printed on the registration confirmation and can also be accessed online at asm.lanxess.com.

Authorizations and instructions to the company proxies can also be issued electronically on the InvestorPortal via the company’s website at asm.lanxess.com. Authorization and instructions can also be issued via the InvestorPortal during the Annual Stockholders’ Meeting, but must be completed no later than by the time designated by the chairman of the meeting in the course of the voting process. For information about revoking or amending a granted authorization (with instructions) to the company proxies and the relationship between the authorizations (with instructions) granted to the company proxies and the absentee ballots cast, see the provisions of Section II.7. For more details on granting authorization, stockholders can refer to the information on the absentee ballot and proxy form or the website (asm.lanxess.com).

6. Shareholder rights exercised by a representative

After granting authorization, stockholders can have a representative – such as an intermediary, a voting rights advisor, a stockholders’ association or other third party – exercise their voting rights and their other shareholder rights. Even if a third party is authorized, registration and proof of stock ownership (see Section II.2) are required.

Representatives cannot physically attend the Annual Stockholders’ Meeting either. They can exercise the voting rights for the stockholders they represent only by absentee ballot or by issuing a sub(authorization) to the company proxies. The use of the company’s InvestorPortal by the representative requires that the person granting authorization provide the representative with the login information that was sent with the registration confirmation for the Annual Stockholders’ Meeting if the login information was not sent directly to the representative.

The authorization can be granted by declaration to the
representative or to the company.

Authorization, its revocation as well as evidence of authorization shall be provided to the company in text form provided it is not granted according to Section 135 AktG. If proxy is granted according to Section 135 AktG (proxy granted to intermediaries, voting rights advisors, stockholders’ associations or professional agents), there is no text form requirement. However, the proxy statement must be in a verifiable form. The proxy statement must furthermore be complete and shall only contain statements related to exercising voting rights. Stockholders are asked in these cases to check the form of proxy in advance with the institutions or persons being authorized.

The authorization can be submitted to the company in writing and in text form (by fax, or e-mail) by no later than Tuesday, May 18, 2021, 24:00 (CEST) (date of receipt decisive) from the company using the following contact information

LANXESS Aktiengesellschaft 
c/o Computershare Operations Center 
80249 Munich 

Fax: +49 (0)89 309037-4675

Email: anmeldestelle@computershare.de

The same applies to proof of authorization granted to the representative. A form that can be used to issue authorization is printed on the registration confirmation and can also be accessed online at asm.lanxess.com. The authorization can be granted to the company electronically as well as via the company’s website at asm.lanxess.com. Authorization can also be granted via the InvestorPortal during the Annual Stockholders’ Meeting, but must be completed no later than by the beginn of the voting process as stipulated by the chairman of the meeting. Proof of authorization to a representative via the InvestorPortal is not possible. If a shareholder authorizes more than one person, the company can reject one or more of them. For more details on granting authorization, stockholders can refer to the information on the absentee ballot and proxy form or the website (asm.lanxess.com). 

7. Amending and revoking absentee ballots cast or authorizations granted and instructions issued, relationship of absentee ballots to authorizations and instructions issued and other information on exercising voting rights

To revoke or amend absentee ballots cast or authorizations granted and instructions issued to a proxy, you can do so in writing or in text form (by fax, or e-mail) no later than Tuesday, May 18, 2021, 24:00 (CEST) (date of receipt decisive) using the following contact information

LANXESS Aktiengesellschaft 
c/o Computershare Operations Center 
80249 Munich 

Fax: +49 (0)89 309037-4675

E-Mail: anmeldestelle@computershare.de

They can also be revoked or amended via the InvestorPortal no later than by the time stipulated by the chairman of the meeting in the course of the voting process.

If absentee ballots, authorizations and instructions to the company proxies are received for the same stock ownership, the absentee ballots will always take priority; the company proxies will not utilize any authorizations granted to them and will not represent the relevant shares.

If contradictory statements are submitted for the same stock ownership via different transmission routes and it is unclear which statement was most recently submitted, they will be recognized in the following order: 1. Via the internet (InvestorPortal) 2. Via e-mail, 3. Via fax and 4. In paper form.

For more details, stockholders can refer to the explanations on the absentee ballot and proxy form, or go to the website (asm.lanxess.com). 

8. Motions for addendum to the agenda under Section 122 Para. 2 AktG

Stockholders whose total shares together amount to onetwentieth of the capital stock or a pro-rated amount of EUR 500,000 (the latter corresponds to 500,000 shares) may demand under Section 122 Para. 2 AktG that items be 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
LANXESS Aktiengesellschaft 
Legal & Compliance Department 
Kennedyplatz 1 
50569 Cologne 

The request must be received by the company at least 30 days before the meeting, i.e., no later than Sunday, April 18, 2021, 24:00 (CEST) (date of receipt decisivet). 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.

Draft resolutions attached to requests for addenda will be considered submitted to the virtual Annual Stockholders’ Meeting if the stockholder submitting the request is registered and has submitted proof of their stock ownership (see Section II.2.).

Further information is available on the company’s website at asm.lanxess.com.

9. Motions and voting nominations by stockholders in accordance with Section 126 Para. 1 and Section 127 AktG, Section 1 Para. 2 Sentence 3 Covid-19 Act

Stockholders can submit motions, including the reason, against the proposals of the Board of Management and/or Supervisory Board on a particular agenda item and nominate auditors for election (agenda item 5).

Such motions and nominations must be sent to the address below and must be received there at least 14 days before the Annual Stockholders’ Meeting, i.e., no later than Tuesday, May 4, 2021, 24:00 (CEST) (date of receipt decisive):

LANXESS Aktiengesellschaft 
Legal & Compliance Department 
Kennedyplatz 1 
50569 Cologne 

Fax: +49 (0)221 8885-4806

Motions and nominations received by the deadline at the above address with proof of stock ownership will be published online immediately at asm.lanxess.com if they must be made available to other stockholders. Any potential position statements by the administration will also be published at the stated Internet address. Motions and nominations sent to other addresses or after the deadline will not be counted.

Motions and nominations that must be made available will be considered as submitted to the Annual Stockholders’ Meeting if the stockholder submitting the motion or nomination is registered for the Annual Stockholders’ Meeting and has submitted proof of their stock ownership (see Section II.2.). This is without prejudice to the meeting chair’s right to have votes cast on the administrations’ proposals first.

Further information, in particular about the circumstances under which motions and nominations do not have to be made available, can be found on the website of the company at asm.lanxess.com.

10. Right to submit questions under Section 1 Para. 2 Sentence 1 No. 3 Sentence 2 Covid-19 Act

Stockholders do not have a right of information under Section 131 Para. 1 AktG during the virtual Annual Stockholders’ Meeting. However, stockholders who are registered and have submitted proof of their stock ownership (see Section II.2) or their representatives have the right to submit questions to the company in advance by no later than one day before the virtual Annual Stockholders’ Meeting, i.e., no later than Monday, May 17, 2021, 24:00 (CEST) via electronic communications in German. To do so, see asm.lanxess.com for the InvestorPortal. No other form of transmission is permitted. After this date and during this Annual Stockholders’ Meeting, no questions can be submitted or asked.

The Board of Management will decide at its own discretion how to answer the questions submitted (Section 1 Para. 2 Sentence 2 Covid-19 Act). The answers will be given pursuant to the content requirements of Section 131 AktG. Questions and answers should be grouped by topic if possible. While questions are being answered, the Board of Management reserves the right to give the name of the stockholder or proxy if the stockholder or proxy has consented.

Further information is available on the company’s website at asm.lanxess.com.

11. Objection under Section 245 No. 1 AktG, Section 1 Para. 2 Sentence 1 No. 4 Covid-19 Act

Stockholders who are registered and have submitted proof of stock ownership (see Section II.2) can object to resolutions of the Annual Stockholders’ Meeting electronically for the records of the officiating notary from the start to the end of the virtual Annual Stockholders’ Meeting via the company’s InvestorPortal (asm.lanxess.com). The company’s proxies cannot object to any resolutions of the Annual Stockholders’ Meeting for the records of the officiating notary.
 

12. Total number of shares and voting rights

At the time of the notice convening the Annual Stockholders’ Meeting, a total of 87,447,852 no-par value shares have been issued. Each share issued equals one vote. As of the notice of meeting, the company holds 1,101,549 treasury shares. The company has no voting rights under these treasury shares.

13. Information on the Company’s website and data privacy

In compliance with Section 124a AktG, this notice of 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 asm.lanxess.com. After the Annual Stockholders’ Meeting, the voting results will be published on the company’s website at asm.lanxess.com. Information about data privacy for stockholders can be found in the annex to this Notice of Meeting (see Section III).


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