LANXESS Annual Stockholders' Meeting

I. Agenda Item 2

2. Adoption of a resolution regarding the appropriation of the balance sheet profits

The Board of Management and the Supervisory Board propose that the net retained profits of EUR 126,930,964.91 for the fiscal year 2018 shall be used as follows:

- Distribution of a dividend of EUR 0.90 per
  dividend-bearing no-par value share 

 EUR 80,787,011.40
 - Profit carried forward  EUR 46,143,953.51
 Total net retained profits  EUR 126,930,964.91

The stated amounts available for dividends and profit carried forward were based on the dividend-bearing no-par value shares (89,763,346, as of March 11, 2019) existing when the Board of Management and the Supervisory Board proposed the resolution. As announced on January 10, 2019, the Company currently has a share buy-back 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). As of March 11, 2019, it has purchased 1,759,590 no-par value shares. The Company will buy back additional no-par value shares until the date of the Annual Stockholders' Meeting. Because own shares are not eligible for dividends, the number of dividend-bearing no-par value shares will decrease further until the date of the Annual Stockholders' Meeting. Therefore, the motion for resolution on the date of the Annual Stockholders' Meeting will be adapted as follows: The dividend per dividend-bearing no-par value share of EUR 0.90 remains unchanged. Insofar as the number of dividend-bearing shares and therefore the sum of dividends decreases, the amount of profit carried forward shall increase accordingly. A motion for resolution editorially amended to this effect will be submitted to the Annual Stockholders’ Meeting for a vote.

According to Section 58 Para. 4 Sentence 2 AktG, the claim to the dividend is due on the third business day following the resolution of the Annual Stockholders’ Meeting, i.e. on May 28, 2019, which is when it will be paid out.

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