10. Resolution on the authorization of the Board of Management to decide to hold virtual Stockholders’ Meetings by amendment to Section 14 (Notice of the Stockholders’ Meeting) of the Articles of Association
​The authorization issued by the 2023 Stockholders’ Meeting to the Board of Management by way of an amendment to the Articles of Association to allow for the conduct of stockholders’ meetings as a meeting without the physical presence of the stockholders or their authorized representatives at the venue of the Stockholders’ Meeting (virtual Stockholders’ Meeting) expires on June 12, 2025.

The last two stockholders’ meetings of the Company were conducted as a virtual Stockholders’ Meeting with all rights of the stockholders fully protected. In particular, the submission of questions in advance and thus a restriction of the opportunity to ask questions during the Stockholders’ Meeting was not provided for. There were no notable technical or organizational problems either prior to or during the two virtual stockholders’ meetings. The virtual format enables German and international stockholders to participate in the Stockholders’ Meeting in an efficient and resourcefriendly manner without having to travel to and from the event. Furthermore, the conduct of a virtual Stockholders’ Meeting led to significant cost savings each year compared with the in-person events held in the past. The conduct of the Stockholders’ Meeting in the virtual Stockholders’ Meeting format has thus proven effective in the opinion of the Board of Management and the Supervisory Board.

It is therefore planned to resolve a new authorization of the Board of Management and to correspondingly amend Section 14 Sentence 3 of the Articles of Association. It is planned for this authorization to once again be limited to two years, and therefore not utilize the maximum term of five years as permitted by law. Unlike in the past, it is planned for the decision by the Board of Management to require the approval of the Supervisory Board.

For each upcoming Stockholders’ Meeting, the Board of Management will decide separately in the proper exercise of its discretion on the format of future stockholders’ meetings, with the approval of the Supervisory Board and taking into account the respective circumstances in each case. In this context, the Board of Management will decide whether to utilize the authorization and conduct an Stockholders’ Meeting as a virtual Stockholders’ Meeting, taking into account particularly the Company’s situation and the specific agenda. The Board of Management will take its decisions while accounting for the interests of the Company and its stockholders, focusing especially on the protection of stockholder rights and aspects such as complexity and costs. If conducted as a virtual Stockholders’ Meeting, it is planned to maintain the protection of stockholders’ rights and design the event as similarly as possible to an in-person Stockholders’ Meeting.

The Board of Management and the Supervisory Board propose the adoption of the following resolution:

Sentence 3 of Section 14 of the Articles of Association shall be amended as follows:

“The Board of Management is authorized to decide with the consent of the Supervisory Board that the Stockholders’ Meeting shall be held as a meeting without the physical presence of the stockholders or their authorized representatives at the venue of the Stockholders’ Meeting (virtual Stockholders’ Meeting). The authorization applies to the conduct of stockholders’ meetings within two years following the entry of this provision of the Articles of Association as resolved by the Stockholders’ Meeting on May 22, 2025, in the commercial register of the Company.”

The proposed amendment to the Articles of Association is also contained in the synopsis (Amendment to the Articles of Association – 2025 Stockholders’ Meeting) available on the website of the Company together with the notice of the Stockholders’ Meeting at

asm.lanxess.com