LANXESS AG Annual Stockholders' Meeting

6. Elections to the Supervisory Board
The terms in office of Supervisory Board Chairman Dr. Matthias L. Wolfgruber and Supervisory Board members Hans van Bylen and Lawrence A. Rosen end at the close of the Annual Stockholders’ Meeting on Friday, May 24, 2024. Dr. Matthias L. Wolfgruber is not standing for re-election. Hans van Bylen is available for re-election for four years, and Lawrence A. Rosen is available for re-election for three years. Dr. Hans-Joachim Müller is to be proposed for election as a new member of the Supervisory Board for a term of four years. The plan is to propose the current Supervisory Board member representing the stockholders, Dr. Rainier van Roessel, to the new Supervisory Board as a candidate for the chairmanship of the Supervisory Board.

In accordance with Sections 96 Para. 1 and 2, 101 Para. 1 AktG, Section 1 Para. 1, 7 Para. 1 Sentence 1 No. 1, Para. 2 No. 1 and Para. 3 Sentence 1 of the German Codetermination Act and Article 8 Para. 1 of the Articles of Association, the Supervisory Board of LANXESS Aktiengesellschaft comprises six members elected by the stockholders and six members elected by the employees and at least 30% women and at least 30% men.

As an objection was raised against overall compliance in accordance with Section 96 Para. 2 Sentence 3 AktG, the minimum percentage is to be complied with separately by the stockholder representatives and employee representatives. Of the six stockholder representatives on the Supervisory Board, therefore, at least two must be women and at least two must be men. At the time of the notice convening the Annual Stockholders’ Meeting, there are two female stockholder representatives on the Supervisory Board. The minimum percentage for separate compliance in accordance with Section 96 Para. 2 Sentence 3 AktG is therefore complied with by the stockholder representatives, as well as by the employee representatives, and would still be complied with after the election of the candidates proposed below. 

The Supervisory Board proposes that

Hans van Bylen, Edegem, Belgium,
self-employed consultant, former Chairman of the Management Board of Henkel AG & Co. KGaA,

be elected to the Supervisory Board as a stockholder representative with effect from the end of this Annual Stockholders’ Meeting to the end of the Annual Stockholders’ Meeting that resolves on the ratification of the actions of the members of the Supervisory Board for the fiscal year 2027.

The Supervisory Board proposes that

Lawrence A. Rosen, Lighthouse Point, Florida, U.S.,
member of the Supervisory Boards of various commercial enterprises, former member of the Board of Management of Deutsche Post AG,

be elected to the Supervisory Board as a stockholder representative with effect from the end of this Annual Stockholders’ Meeting to the end of the Annual Stockholders’ Meeting that resolves onthe ratification of the actions of the members of the Supervisory Board for the fiscal year 2026.

The Supervisory Board proposes that

Dr. Hans-Joachim Müller, Breesen, Germany,
self-employed consultant, former Chief Executive Officer of Azelis Group N.V.,

be elected to the Supervisory Board as a stockholder representative with effect from the end of this Annual Stockholders’ Meeting to the end of the Annual Stockholders’ Meeting that resolves on the ratification of the actions of the members of the Supervisory Board for the fiscal year 2027.

The Supervisory Board’s nominations are based on the recommendations of the Supervisory Board’s Nominations Committee. The intention is to carry out the elections to the Supervisory Board as individual elections. 

The persons nominated for election to the Supervisory Board are members of other statutory supervisory boards at the companies listed under a) and members of comparable domestic and foreign controlling bodies at the enterprises listed under b) (information in accordance with Section 125 AktG).

Hans van Bylen
a) LANXESS Deutschland GmbH (Cologne)
b) Ontex Group N.V., Erembodegem (Aalst), Belgium 
(Chairman) (listed company); Akzo Nobel N.V., 
Amsterdam, Netherlands (listed company); 
Etex N.V., Brussels, Belgium;

Lawrence A. Rosen
a) Deutsche Post AG, Bonn (listed company)
LANXESS Deutschland GmbH (Cologne)
b) Qiagen N.V., Venlo, Netherlands (Chairman) 
(listed company);

Dr. Hans-Joachim Müller
a) TIB Chemicals AG, Mannheim (Chairman)
b) None

The Supervisory Board made sure that each of the candidates nominated for election can contribute the amount of time expected to be necessary. The nominations take into account the objectives determined by the Supervisory Board in terms of its composition and aim to fulfill the skills profile devised by the Supervisory Board for the full board. Hans van Bylen and Lawrence A. Rosen are currently members of the Audit Committee. Both have expertise in the fields of accounting and auditing. Dr. Müller has many years of management experience in various areas of the chemical industry, which he gained in large, international corporations. Based on his previous work, his expertise particularly includes the integration of newly acquired companies and various sustainability topics.

The Supervisory Board deems the candidates nominated for election to the Supervisory Board to be independent in accordance with the German Corporate Governance Code. Besides the fact that Hans van Bylen and Lawrence A. Rosen are already members of the Supervisory Board of the company and the Supervisory Board of its subsidiary LANXESS Deutschland GmbH, there are in the Supervisory Board’s opinion no personal or business relationships as defined by recommendation C.13 of the German Corporate Governance Code between the nominated candidates and LANXESS Aktiengesellschaft, its Group companies, the executive bodies of LANXESS Aktiengesellschaft or any stockholder with a significant interest in LANXESS Aktiengesellschaft that would be relevant to the Annual Stockholders’ Meeting’s decision in the election.

Copies of the résumés of each candidate, with overviews of their significant activities besides the Supervisory Board post, are included in the annex to this invitation.