Arena_008.tif

LANXESS Annual Stockholders' Meeting

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

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

With the consent 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 in accordance with the COVID-19 Act.

Stockholders who are duly registered for the Annual Stockholders’ Meeting or their authorized representatives are able to watch the entire Annual Stockholders’ Meeting live via an electronic video and audio stream. Registered Stockholders can exercise their voting rights exclusively by way of postal vote or by granting authorization to the proxies nominated by the Company. Registered Stockholders or their authorized representatives will be given the opportunity to ask questions via electronic communication. Registered Stockholders or their authorized representatives who have exercised their voting right will be given the opportunity to object to a resolution of the Annual Stockholders’ Meeting electronically. Further details on this are presented below.

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

 Stockholders are entitled to attend – in person or via an authorized representative – the virtual Annual Stockholders’ Meeting (i.e. to watch the Annual Stockholders’ Meeting via an electronic video and audio stream) and to exercise voting rights provided that they have furnished proof of their right 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 language by Thursday, August 20, 2020, 24:00 hours (CEST) at the latest.

The verification of stock ownership must refer to the beginning of the 21st day prior to the Annual Stockholders’ Meeting, i.e. Thursday, August 6, 2020, 00:00 hours (CEST) (evidence reference date), and must be drawn up in German or English language. Both verification of stock ownership and registration must be received by the Company no later than Thursday, August 20, 2020, 24:00 hours (CEST), 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 virtual Annual Stockholders’ Meeting. In relation to the Company, as regards participation in the virtual 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 authorized representatives shall be sent confirmations of registration for the virtual Annual Stockholders’ Meeting. We ask Stockholders to ensure in a timely way that their registration and verification of stock ownership is sent by their depository institution in order to facilitate the organization of the virtual Annual Stockholders’ Meeting.

3. Video and audio broadcast of the entire Annual Stockholders’ Meeting

 The entire Annual Stockholders’ Meeting from 10:00 hours (CEST) on Thursday, August 27, 2020, will be broadcast for duly registered Stockholders of the Company and their authorized representatives in a live video and audio stream in the InvestorPortal on the Company’s website at

asm.lanxess.com.

The necessary login details will be provided to the Stockholders with the registration confirmation.

Other interested parties can also watch the speech given by the Chairman of the Board of Management live online at asm.lanxess.com.

 
4. Voting by postal vote

Stockholders or their authorized representatives can exercise their voting right by postal vote.

Timely registration and correct verification of stock ownership (see section II. 2) are required in order to exercise the voting right by postal vote.

Postal votes can be submitted to the Company in writing and in text form, by fax or by email no later than Wednesday, August 26, 2020, 24:00 hours (CEST) (receipt decisive) at the following contact details:

LANXESS Aktiengesellschaft
c/o Computershare Operations Center
80249 Munich

Fax: +49 (0)89 309037-4675
E-Mail: hv2019@lanxess.com

The postal vote form, which can be used for postal voting, is printed on the registration confirmation and is also available online at asm.lanxess.com.

Postal votes can also be submitted electronically in the Company’s InvestorPortal on the Company’s website at

asm.lanxess.com.

Postal voting via the InvestorPortal is also possible during the virtual Annual Stockholders’ Meeting, but must be completed no later than the time stipulated by the chairman of the meeting in the course of the voting.

The revocation or amendment of submitted postal votes and the relationship between submitted postal votes and granting authorization (with instructions) to the company-nominated proxies are subject to the provisions of section II.7. Stockholders can find out more about postal voting from the explanations on the postal vote form or the website (asm.lanxess.com).

5. Procedure for voting by company-nominated proxies

Stockholders or their authorized representatives may authorize company-nominated proxies to exercise their voting right.

Timely registration and correct verification of stock ownership (see section II. 2) are also required in the case of authorization of company-nominated proxies.

If authorized, the proxies only exercise the voting right according to instructions. Such company-nominated proxies must be given authorization and instructions on how to exercise the voting rights with regard to each item on the agenda to be voted on. In the absence of explicit or clear instructions, proxies shall abstain from voting. It is not possible for company-nominated proxies to exercise certain participation rights (such as asking questions, proposing motions, submitting declarations, or objecting to resolutions of the Annual Stockholders’ Meeting).

Authorization and instructions can be issued to the company-nominated proxies in writing, in text form, by fax or by email no later than Wednesday, August 26, 2020, 24:00 hours (CEST) (receipt decisive) at the following contact details:

LANXESS Aktiengesellschaft
FAO Legal & Compliance Department
Kennedyplatz 1
50569 Cologne 

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

Authorizations and instructions for the company-nominated proxies can also be submitted electronically in the Company’s InvestorPortal on the Company’s website at

asm.lanxess.com.

‎Issuing authorizations and instructions via the InvestorPortal is also possible during the virtual Annual Stockholders’ Meeting, but must be completed no later than the time stipulated by the chairman of the meeting in the course of the voting.

The revocation or amendment of authorization (with instructions) granted to the company-nominated proxies and the relationship between granting authorization (with instructions) to the company-nominated proxies and submitted postal votes are subject to the provisions of section II.7. Stockholders can find out more about granting authorization from the explanations on the proxy form or the website (asm.lanxess.com).

6. Exercise of stockholder rights by an authorized representative, procedure for voting by an authorized representative

 Stockholders, once authorization is appropriately granted, can be represented in the exercise of their voting right and their other rights by an authorized representative – e.g. an intermediary, a voting rights advisor, a stockholders’ association or other third party. Timely registration and correct verification of stock ownership (see section II. 2) are also required in the case of authorization of a third party.

Authorized representatives can only exercise the voting right for Stockholders they represent by way of postal vote or by granting (sub-)authorization to company-nominated proxies. For the authorized representative to use the Company’s InvestorPortal, the authorizer must give the authorized representative the login details sent with the confirmation of registration for the virtual Annual Stockholders’ Meeting, unless the login details were sent directly to the authorized representative.

Authorization can be granted via declaration to the authorized representative or to the Company.

Authorization, revocation of such proxy as well as evidence of authorization shall be provided to the Company in text form if no proxy is granted according to Section 135 AktG. If proxy is granted in accordance with Section 135 AktG (granting of proxy to intermediaries, voting rights advisors, stockholders’ associations or professional agents), there is no text form requirement. However, the proxy statement must be verifiably recorded by the proxy. The proxy statement must furthermore be complete and may contain only statements related to exercising voting rights. In these cases, Stockholders are asked to check the form of proxy with the institutions or persons being authorized in due time.

Authorization can be granted to the Company in writing, in text form, by fax or by email no later than Wednesday, August 26, 2020, 24:00 hours (CEST) (receipt decisive) at the following contact details:

LANXESS Aktiengesellschaft 
c/o Computershare Operations Center 
80249 Munich 

Fax: +49 (0)89 309037-4675

Email: anmeldestelle@computershare.de

The same applies for the verification of authorization granted to the authorized representative. A form, which can be used to issue authorization, is printed on the registration confirmation and is also available online at asm.lanxess.com.

Authorization can also be granted to the Company electronically in the Company’s InvestorPortal on the Company’s website at

asm.lanxess.com.

Issuing authorizations via the InvestorPortal is also possible during the virtual Annual Stockholders’ Meeting, but must be completed no later than the commencement of voting. It is not possible to verify the authorization granted to the authorized representative online (InvestorPortal).

If a Stockholder authorizes more than one person, the Company can reject one or more of these persons. Stockholders can find out more about granting authorization from the explanations on the proxy form or the website (asm.lanxess.com).

7. Amendment and revocation of postal votes or authorizations granted and instructions issued, relationship of postal votes and further information on exercising voting rights

A revocation or amendment of postal votes submitted or authorizations granted and instructions issued can be made in writing, in text form, by fax or by email no later than Wednesday, August 26, 2020, 24:00 hours (CEST) (receipt decisive) at the following contact details:

LANXESS Aktiengesellschaft 

c/o Computershare Operations Center 
80249 Munich 

Fax: +49 (0)89 309037-4675

Email: anmeldestelle@computershare.de

Revocation or amendment is also possible online (InvestorPortal, asm.lanxess.com) up until the time stipulated by the chairman of the meeting in the course of the voting.

If postal votes as well as authorization and instructions to company-nominated proxies are received for one and the same stock ownership, the postal votes are always given precedence; in such cases, the company-nominated proxies will not exercise the authorization granted to them or represent the shares in question. Furthermore, if differing declarations are received via different channels for one and the same stock ownership and it is not apparent which was submitted most recently, they are treated in the following order of precedence: 1. online (InvestorPortal), 2. by email, 3. by fax and 4. on paper.

Stockholders can find out more about this from the explanations on the postal vote form and the proxy form or the website (asm.lanxess.com).

8. 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 pro-rated 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. It is asked that proposals are sent to the following address:

To the Board of Management of

LANXESS Aktiengesellschaft 
Legal & Compliance Department 
Kennedyplatz 1 
50569 Cologne 

Proposals 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, July 27, 2020, 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.

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

The rights of Stockholders to submit motions and proposals on agenda items and to make proposals on the appointment of Supervisory Board members and annual auditors are excluded in accordance with the legal concept of the COVID-19 Act. Nevertheless, the Stockholders will be given the opportunity, in analogous application of Sections 126, 127 AktG, to send countermotions and nominations ahead of the Annual Stockholders’ Meeting in accordance with the remarks below.

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 Supervisory Board members and annual auditors are to be sent to the following address exclusively and must be received at least 14 days before the Annual Stockholders’ Meeting (not counting the date of receipt and the day of the Annual Stockholders’ Meeting), i.e. no later than Wednesday, August 12, 2020, 24:00 hours (CEST):

LANXESS Aktiengesellschaft 
Legal & Compliance Department 
Kennedyplatz 1 
50569 Cologne 

Fax: +49 (0)221 8885-4806

Email: anmeldestelle@computershare.de

Countermotions and nominations received in due time 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 asm.lanxess.com. Any potential position statements by the administration will also be published at the stated Internet address. Countermotions and nominations sent to other addresses or not received in due time will not be considered. However, such countermotions and nominations will not be submitted for a vote at the Annual Stockholders’ Meeting and not otherwise discussed, in line with the concept of the COVID-19 Act. Further information, in particular about the circumstances in which countermotions and nominations do not have to be made available, can be found on the website of the Company at asm.lanxess.com.

10. Opportunity to submit questions in accordance with Section 1 Para. 2 Sentence 1 No. 3, Sentence 2 of Article 2 of the COVID-19 Act

During the virtual Annual Stockholders’ Meeting, Stockholders have no right to request information in accordance with Section 131 Para. 1 AktG. However, Stockholders who are duly registered or their authorized representatives have the opportunity to submit questions to the Company in advance until no later than two days before the virtual Annual Stockholders’ Meeting, i.e. no later than Monday, August 24, 2020, 24:00 hours (CEST) by means of electronic communication in the German language. The InvestorPortal is available for this at asm.lanxess.com. No other form of submission is permitted. No questions can be submitted or posed thereafter or during the Annual Stockholders’ Meeting.

The Board of Management decides at its duty-bound, free discretion which questions it answers and how to respond to them. In particular, the Board of Management is not obliged to respond to all questions. Instead, it can consolidate questions and select useful questions in the interests of the other Stockholders. It can give preference to stockholders’ associations and institutional investors with significant voting shares.

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

11. Objection

Stockholders who have exercised their voting right can object to resolutions of the Annual Stockholders’ Meeting by electronic means from the start to the end of the virtual Annual Stockholders’ Meeting via the Company’s InvestorPortal (asm.lanxess.com) for the record of the officiating notary, Section 1 Para. 2 No. 4 of Article 2 of the COVID-19 Act. The company-nominated proxies cannot object to resolutions of the Annual Stockholders’ Meeting for the record 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 issued share carries one voting right. At the time of the notice convening the Annual Stockholders’ Meeting, the Company holds 1,101,549 own shares. The Company has no voting rights from these own shares.

13. 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 to the Annual Stockholders' Meeting, 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 results of the votes 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.


X
Usage of Cookies
We would like to use cookies to better understand you use of this website. This enables us to improve your future experience on our website. Detailed information about the use of cookies on this website and how you can manage or withdraw your consent at any time can be found in our Privacy Statement.

OK Other Settings