LANXESS AG Annual Stockholders' Meeting
I. Agenda Item 9
9. Resolution on the revocation of the current and the creation of new authorized capital (including the option of excluding subscription rights) through the amendment of Section
4 (Capital Stock) Paragraph 4 of the Articles of Association
The authorization issued by the Annual Stockholders’ Meeting on May 24, 2023, to the Board of Management to increase the capital stock by up to €8,634,630 (Authorized Capital II) will expire on May 23, 2025. It is planned to renew Authorized Capital II, which shall essentially correspond substantively to the existing Authorized Capital II. It is planned for the volume to once again amount to 10% of the capital stock and allow for cash contributions exclusively. It is only planned to amend the term of currently two years. In this connection, it is not planned to exhaust the legally permissible scope of five years, but rather to establish a duration of three years.
With the renewal of Authorized Capital II, the Company in the future will continue to have authorized capital with a total volume of 30% of the capital stock at its disposal in combination with the existing Authorized Capital I with a volume of 20% of the current capital stock. In addition, the authorization granted by the Annual Stockholders’ Meeting on May 24, 2023, to issue convertible and/or warrant bonds and/or income bonds (or combinations of these instruments) (collectively referred to as “bonds”) remains in effect, along with conditional capital witha volume of up to 10% of the capital stock of the Company.
The sum of all new shares issued in accordance with the existing Authorized Capital I and a renewed Authorized Capital II with subscription rights disapplied, and the new shares issued to satisfy option or conversion rights or obligations with subscription rights disapplied in accordance with the authorization to issue bonds must still not exceed a total of 10% of the company’s current capital stock.
The Board of Management and the Supervisory Board therefore propose that the following resolution shall be adopted:
For the creation of new Authorized Capital II of up to €8,634,630 with the option of excluding stockholders’ subscription rights, Section 4 Paragraph 4 of the Articles of Association shall be amended as follows under the revocation of the existing Authorized Capital II:
“(4) The Board of Management is authorized until May 21, 2028, with the approval of the Supervisory Board, to increase the capital stock on one or more occasions by issuing new no-par bearer shares against cash contributions up to a total amount of €8,634,630 (Authorized Capital II).
Stockholders must principally be granted subscription rights. Subscription rights can also be granted such that the new shares are acquired by one or more banks or equivalent companies as defined by Section 186 Paragraph 5 Sentence 1 AktG with the obligation to offer them to stockholders of the Company for subscription (indirect subscription right). However, the Board of Management is authorized to exclude stockholders’ subscription rights with the consent of the Supervisory Board in the following cases:
a) to offset fractional amounts in the case of capital increases;
b) if the issue price of the new no-par bearer shares is not significantly lower than the stock market price at the time the issue price is fixed, which should take place as closely as possible to the placement of the no-bar bearer shares (simplified exclusion of subscription rights according to Section 186 Paragraph 3 Sentence 4 AktG). The total shares issued with subscription rights excluded according to Section 186 Paragraph 3 Sentence 4 AktG must not exceed 10% of the capital stock at the time of the resolution by the Annual Stockholders’ Meeting or – if this number is lower – at the time of the resolution on the utilization of authorized capital. This upper limit of 10% of capital stock is reduced by the pro rata amount of the capital stock attributable to the shares issued or sold during the term of this authorization with subscription rights excluded in direct or analogous application of Section 186 Paragraph 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 or obligations if the warrants or conversion rights or obligations were granted or imposed with subscription rights excluded in accordance with Section 186 Paragraph 3 Sentence 4 AktG during the term of this authorization.
The Board of Management is also authorized to establish the further details of the capital increase and its implementation with the consent of the Supervisory Board.
The proportion of shares issued as a result of this authorization with stockholders’ subscription rights excluded must not, (i) together with shares issued by the Company with subscription rights excluded due to other authorizations during the term of this authorization and (ii) together with shares that have been or will be issued in order to satisfy option or conversion rights or obligations, provided the option or conversion rights or obligations were granted or imposed during the term of this authorization with subscription rights excluded, mathematically exceed 10% of the capital stock at the time this authorization goes into effect. Shares issued to offset fractional amounts in the case of capital increases with subscription rights excluded do not count toward the abovementioned limit.”
The report of the Board of Management to the Annual Stockholders’ Meeting regarding this agenda item (9) is available on the Company’s website at
The proposed amendment to the Articles of Association is also contained in the synopsis (Amendment to the Articles of Association – 2025 Annual Stockholders’ Meeting) available on the aforementioned website of the Company together with the notice of the Annual Stockholders’ Meeting.