LANXESS AG Annual Stockholders' Meeting
I. Agenda Item 7
7. Resolution on the approval of the compensation system for the Board of Management
According to Section 120a Paragraph 1 AktG, the Annual Stockholders’ Meeting must resolve on the approval of the compensation system for the members of the Board of Management as presented by the Supervisory Board whenever there is a significant change to the compensation system, and at least every four years. As the Annual Stockholders’ Meeting most recently resolved on the approval of the compensation system for the members of the Board of Management in 2021, a new resolution is required according to the regular cycle.
The Supervisory Board intensively and extensively reviewed the existing compensation system for the members of the Board of Management. This review found that in the opinion of the Supervisory Board, the compensation system has proven effective and shall essentially be kept in place. Based on the careful analysis of the Supervisory Board and the feedback from the dialogue with investors in the past years, only individual compensation elements shall be refined to supplement a comprehensive incentive system that optimally ensures the implementation of the corporate strategy.
The advanced compensation system adopted by the Supervisory Board is to be applied with effect from January 1, 2026 (“2026 compensation system”). Significant changes compared with the existing compensation system pertain to the short-term variable compensation component, which is to include two financial performance indicators in the future; the discontinuation of an ad hoc discretionary bonus; the long-term variable compensation component, for which two currently separate plans are to be combined within a single uniform plan; and the introduction of a pension cash allowance in place of the current defined contribution pension arrangement.
The 2026 compensation system can be found on the company’s website
Based on the recommendation of the Presidial Committee of the Supervisory Board, the Supervisory Board proposes that the 2026 compensation system for the members of the Board of Management be approved.