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LANXESS Annual Stockholders' Meeting

I. Agenda item 6

6. Election to the Supervisory Board

The terms of office of the following Supervisory Board members elected by the Annual Stockholders’ Meeting on May 13, 2015, will end at the end of the Annual Stockholders’ Meeting on Thursday, August 27, 2020: Dr. Matthias L. Wolfgruber (Chairman of the Supervisory Board), Dr. Friedrich Janssen, Mr. Lawrence A. Rosen and Mr. Theo H. Walthie. Dr. Matthias L. Wolfgruber and Mr. Lawrence A. Rosen are available for re-election for four years. As he has been a member of the Supervisory Board since 2010, however, Mr. Theo H. Walthie is only making himself available for re-election for a further two years. Dr. Friedrich Janssen is no longer a candidate. 

In accordance with Sections 96 Para. 1 and 2, 101 Para. 1 AktG, Sections 1 Para. 1, 7 Para. 1 Sentence 1 No. 1, Para. 2 No. 1 and Para. 3 of the German Codetermination Act and Article 8 Para. 1 of the Articles of Association, the Supervisory Board of LANXESS Aktiengesellschaft comprises six members elected by the Stockholders and six members elected by the employees and at least 30% women and at least 30% men. The scheduled election of the employee representatives to the Supervisory Board currently taking place is expected to be completed before the Annual Stockholders’ Meeting.

As the Stockholder representatives raised an objection against overall fulfilment in accordance with Section 96 Para. 2 Sentence 3 AktG ahead of the employee elections to the Supervisory Board in 2019, the minimum percentage is to be complied with separately by the Stockholder representatives and employee representatives. Of the six Stockholder representatives on the Supervisory Board, therefore, at least two must be women and at least two must be men. At the time of the notice convening the Annual Stockholders’ Meeting, there are two female Stockholder representatives on the Supervisory Board. The minimum percentage for separate compliance in accordance with Section 96 Para. 2 Sentence 3 AktG is therefore currently complied with by the Stockholder and employee representatives. As a result of the minimum percentage requirement, at least two men must be elected to the Supervisory Board in the upcoming elections of Stockholder representatives.

The Supervisory Board proposes that

 

a) Dr. Matthias L. Wolfgruber

  • Mühldorf a. Inn., Germany
  • Independent consultant
  • Chairman of the Supervisory Board of LANXESS AG 

 

b) Mr. Lawrence A. Rosen

  • Lighthouse Point, Florida, U.S.
  • Member of the Supervisory Boards of various commercial  enterprises 
  • Former member of the Board of Management of Deutsche Post AG

 

c) Mr. Hans Van Bylen

  • Edegem, Belgium
  • Independent consultant            
  • Former Chairman of the Management Board of Henkel AG & Co. KGaA

 

each be elected to the Supervisory Board as Stockholder representatives with effect from the end of this Annual Stockholders’ Meeting to the end of the Annual Stockholders’ Meeting that resolves on the ratification of the actions of the members of the Supervisory Board for the fiscal year 2023.

The Supervisory Board proposes that

 

Mr. Theo H. Walthie,

  • Pfäffikon, Switzerland 
  • Independent consultant for the energy, chemicals and biopharmaceutics sectors

be elected to the Supervisory Board as a Stockholder representative with effect from the end of this Annual Stockholders’ Meeting to the end of the Annual Stockholders’ Meeting that resolves on the ratification of the actions of the members of the Supervisory Board for the fiscal year 2021.

The Supervisory Board’s nominations are based on the recommendations of the Supervisory Board’s Nominations Committee. The intention is to carry out the elections to the Supervisory Board as a single election. If Dr. Matthias L. Wolfgruber is re-elected, the plan is to propose him to the new Supervisory Board as a candidate for Chairman.

The persons nominated for election to the Supervisory Board are members of other statutory supervisory boards at the companies listed under a) and members of comparable domestic and foreign controlling bodies at the commercial enterprises listed under b) (information in accordance with Section 125 AktG).

 

Dr. Matthias L. Wolfgruber

a) LANXESS Deutschland GmbH, Cologne (Chairman)

ALTANA AG, Wesel (Chairman)

Grillo Werke AG, Duisburg

b) ARDEX GmbH, Witten (Chairman of the Advisory Board)

Cabot Corporation, Boston, Massachusetts, U.S. (listed on the stock exchange)

 

Mr. Lawrence A. Rosen

a) LANXESS Deutschland GmbH, Cologne

b) Qiagen N.V., Venlo, Netherlands (listed on the stock exchange)

 

Mr. Hans Van Bylen

a) None

b) Ontex Group NV, Erembodegem (Aalst), Belgium (Chairman) (listed on the stock exchange)

Etex NV, Luchthaven Brussel Nationaal, Belgium (listed on the stock exchange)

 

Mr. Theo H. Walthie

a) LANXESS Deutschland GmbH, Cologne

b) None

 

The Supervisory Board made sure that each of the candidates nominated for election can contribute the amount of time expected to be necessary. In the Supervisory Board’s opinion, not all of the above offices held by Dr. Wolfgruber are comparable with membership in the Supervisory Board of a listed company outside the Group. Dr. Wolfgruber has also communicated that he will terminate two of the above offices outside the Group in the next 12 months at the latest.

Besides the fact that Dr. Matthias L. Wolfgruber, Mr. Lawrence A. Rosen and Mr. Theo H. Walthie are already members of the Supervisory Board of the Company and the Supervisory Board of its subsidiary LANXESS Deutschland GmbH, there are in the Supervisory Board’s opinion no personal or business relationships as defined by the German Corporate Governance Code between the nominated candidates and LANXESS Aktiengesellschaft, its Group companies, the executive bodies of LANXESS Aktiengesellschaft or any Stockholder with a significant interest in LANXESS Aktiengesellschaft that would be relevant to the Annual Stockholders’ Meeting’s decision in the election.

In the Supervisory Board’s opinion, the candidates nominated for election to the Supervisory Board are independent in accordance with the German Corporate Governance Code.

Copies of the résumés of each candidate with overviews of their significant activities besides the Supervisory Board mandate are to be found here.

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