LANXESS Annual Stockholders' Meeting

I. Agenda Item 8

8. Adoption of a resolution on the amendment to Article 15 Para. 2 of the Articles of Association (Verification of Right to Attend)

The preconditions for attending the Annual Stockholders’ Meeting and exercising voting rights have been amended by the Second Shareholder Rights Directive Implementation Act (ARUG II). According to the amended Section 123 Para. 4 Sentence 1 AktG, the verification of the last intermediary according to the newly introduced Section 67c Para. 3 AktG shall suffice in the future for attending the Annual Stockholders’ Meeting or exercising voting rights in the case of bearer share of listed companies. According to Article 15 Para. 2 Sentence 2 and Sentence 3 of the Company’s Articles of Association and in accordance with the provisions of the currently applicable version of Section 123 Para. 4 Sentence 1 AktG, verification of stock ownership from the depository institution in text form and in the German or English language is required for attendance at the Annual Stockholders’ Meeting and the exercise of voting rights.

ARUG II entered into force on January 1, 2020. The amendments to Section 123 Para. 4 Sentence 1 AktG and the new Section 67c AktG will only apply from September 3, 2020, and for the first time to Annual Stockholders’ Meetings convened after September 3, 2020. They will therefore be applicable before the Annual Stockholders’ Meeting of the Company in 2021. In order to avoid potential contradictions between the provisions regarding verification for attending the Annual Stockholders’ Meeting of the Company or exercising voting rights in the Articles of Association and in law, the amendment of the Articles of Association shall be resolved now.

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

Article 15 Para. 2 of the Articles of Association, which is currently worded as follows:

“In addition, Stockholders shall demonstrate their eligibility to attend the Annual Stockholders’ Meeting and to exercise their voting right, by way of verification of their stock ownership by the depository bank or financial services institution, making reference to the start of the twenty-first day prior to the Meeting. Such evidence shall be provided in text form in German or English language. It must be received by the Company at the address specified for such purpose in the invitation no later than six days prior to the Annual Stockholders’ Meeting, not including the day of receipt.”

is rewritten as follows:

“In addition, Stockholders shall demonstrate their eligibility to attend the Annual Stockholders’ Meeting and to exercise their voting right, by way of verification of their stock ownership by the last intermediary in text form in German or English language. Verification of stock ownership by the last intermediary in accordance with the requirements of Section 67c Para. 3 AktG shall suffice. The verification must make reference to the start of the twenty-first day prior to the Meeting. It must be received by the Company at the address specified for such purpose in the invitation no later than six days prior to the Annual Stockholders’ Meeting, not including the day of receipt.”

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