LANXESS Annual Stockholders' Meeting

I. Agenda Item 8

8. Resolution on the amendment of Article 15
(Right to Attend) of the Articles of Association
The requirements contained in Section 123 Para. 4 Sentence 2 AktG for attending the Annual Stockholders’ Meeting and exercising voting rights were amended by the German Financing for the Future Act, which entered into force in December 2023. In accordance with the amended, new Section 123 Para. 4 Sentence 2 AktG, verification of stock ownership in accordance with Section 67c Para. 3 AktG in the case of bearer shares of listed companies must now make reference to the close of business on the twenty-second day prior to the Annual Stockholders’ Meeting and no longer to the start of the twenty-first day prior to the Annual Stockholders’ Meeting. The current wording of Article 15 Para. 2 Sentence 4 of the company’s Articles of Association is as follows:

“The verification must make reference to the start of the twenty-first day prior to the Meeting.”

It therefore reflects the requirements of the old version of Section 123 Para. 4 Sentence 2 AktG. In order to ensure that the wording of the Articles of Association is consistent with the law, Article 15 Para. 2 Sentence 4 of the Articles of Association is to be aligned with the new Section 123 Para. 4 Sentence 2 AktG.

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

Article 15 Para. 2 Sentence 4 of the company’s Articles of Association is revised as follows:

“The verification must make reference to the close of business on the twenty-second day prior to the Meeting.”