LANXESS AG Annual Stockholders' Meeting

7.  Resolution on the authorization for the purchase and utilization of own shares in accordance with Section 71 Para. 1 No. 8 AktG, also with subscription rights disapplied
The authorization granted by the Annual Stockholders’ Meeting on May 23, 2019, for the purchase and utilization of own shares in accordance with Section 71 Para. 1 No. 8 AktG expires on May 22, 2024. Against this backdrop and in order to maintain the company’s flexibility with regard to the purchase and utilization of own shares in the future, a new authorization for the purchase and utilization of own shares is to be granted until May 23, 2027.

The Board of Management and the Supervisory Board propose that the following resolution shall be adopted:

a) The Board of Management is authorized until May 23, 2027, to purchase the company’s own shares in a total amount not exceeding 10% of the company’s capital stock at the time the resolution is passed or – if lower – at the time this authorization is exercised. This authorization can also, individually or collectively, be exercised by the company or dependent companies of the company or by third parties on behalf of the company or its dependent companies.

The authorization for the purchase and utilization of own shares can be exercised fully or partially on one or more than one occasion. The authorization can be exercised for any legally permissible purpose, especially in pursuit of one or more of the purposes referred to in c) to h). If used for one or more of the purposes referred to in c), d), f), g) or h), stockholders’ subscription rights are disapplied. In addition, if own shares are sold by offering them to all stockholders, the Board of Management can, with the approval of the Supervisory Board, disapply stockholders’ subscription rights for fractional amounts. 

b) At the discretion of the Board of Management, the shares are purchased on the stock exchange, via a public tender offer or via a public invitation for the stockholders to submit an offer to sell.

In the event of purchase on the stock exchange, the purchase price paid by the company (excluding incidental expenses) must not be more than 10% higher or lower than the price of the shares in the Xetra trading system (or a comparable successor system) on the Frankfurt Stock Exchange determined by the opening auction on the trading day.

In the event of purchase via a public tender offer or a public invitation to submit an offer to sell, the offered purchase or sale price or the boundary values of the range of purchase or sale prices per share (excluding incidental expenses) must not be more than 10% higher or lower than the average of the closing auction in the Xetra trading system (or a comparable successor system) on the Frankfurt Stock Exchange on the three trading days preceding the date of the public announcement of the offer or the public invitation to submit an offer to sell. If the relevant price deviates significantly after the publication of a tender offer, the offer can be adjusted. In this case, the average price of the three stock exchange trading days preceding the date of the publication of any adjustment is used; the upper and lower limits of 10% must be applied to this amount. If the tender offer is oversubscribed or, in the case of an invitation to submit an offer to sell, not all ofseveral equivalent offers can be accepted, acceptance must be based on the proportion of shares offered (offer ratios). In addition, shares can be rounded down to avoid fractions.

c) The Board of Management is authorized to sell own shares purchased on the basis of the above authorization through channels other than the stock exchange or by offering them to all stockholders, provided they are sold against cash payment and at a price that is not significantly lower than the stock market price of company shares at the time of the sale (simplified disapplication of subscription rights in accordance with Section 186 Para. 3 Sentence 4 AktG). The shares sold on the basis of this authorization must not exceed a total of 10% of capital stock either when the resolution is passed by the Annual Stockholders’ Meeting or when this authorization is exercised. This upper limit of 10% of capital stock is reduced by the pro rata amount of the capital stock attributable to the shares issued during the term of this authorization with subscription rights disapplied in direct or analogous application of Section 186 Para. 3 Sentence 4 AktG. Furthermore, this limit is decreased by shares that have been or will be issued in order to satisfy warrants or conversion rights, if the bonds were issued with subscription rights disapplied in accordance with Section 186
Para. 3 Sentence 4 AktG during the term of this authorization. 

d) The Board of Management is authorized to transfer own shares purchased on the basis of the above authorization to third parties against contributions in kind, especially in connection with the acquisition of companies, parts of companies or interests in companies or in connection with business combinations and the acquisition of other assets including rights and receivables.

e) The Board of Management is authorized to cancel the own shares purchased on the basis of the above authorization without a further resolution by the Annual Stockholders’ Meeting. The cancellation generally results in a capital reduction. In deviation from this, the Board of Management can determine that the capital stock remains unchanged and the cancellation instead increases the share of the remaining shares in the capital stock in accordance with Section 8 Para. 3 AktG. In this case, the Board of Management is authorized to amend the number of shares stated in the  Articles of Association.

f) The Board of Management is authorized to use the own shares purchased on the basis of the above authorization to fulfill obligations from conversion rights, warrants or conversion obligations from convertible or warrant bonds or income bonds (or combinations of these instruments) issued by the company or its dependent companies that grant a conversion right or warrant or create a conversion or warrant obligation.

g) The Board of Management is authorized to use the own shares purchased on the basis of the above authorization to grant holders of convertible or warrant bonds or income bonds (or combinations of these instruments) issued by the company or its dependent companies that grant a conversion right or warrant or create a conversion or warrant obligation own shares to the extent to which they would be entitled to subscription rights to shares of the company after exercising the conversion right or warrant or after fulfilling the conversion or warrant obligation.

h) The Board of Management is authorized to offer the shares purchased on the basis of the above authorization for purchase to the employees or former employees of the company or of affiliated companies (employee shares). 

i) The authorizations in c), d), f) and g) may be used only with the approval of the Supervisory Board.

j) The authorizations in c), d), f), g) and h) can also be exercised by dependent companies of the company or by third parties on behalf of the company or its dependent companies.

The details are described in the report of the Board of Management to the Annual Stockholders’ Meeting in accordance with Sections 71 Para. 1 No. 8, 186 Para. 4 Sentence 2 AktG. The report is available online at asm.lanxess.com from the date of the Notice of Meeting and during the Annual Stockholders’ Meeting.