Information pursuant to Section 125 German Stock Corporation Act (AktG) in conjunction with the Implementing Regulation (EU) 2018/1212 ("EU-DVO")

A. Specification of the message

1. Unique identifier of the event: Convocation of the Annual Stockholders' Meeting of LANXESS Aktiengesellschaft on 24 May 2024

(Format pursuant to EU-DVO: 5ad0dec2fde4ee11b53000505696f23c)

2. Type of message: Convocation of the Annual Stockholders' Meeting

(Format pursuant to EU-DVO: NEWM)

B. Specification of the issuer

  1. ISIN: DE0005470405
  2. Name of Issuer: LANXESS Aktiengesellschaft

C. Specification of the meeting

  1. Date of the General Meeting: 24 May 2024
    (Format pursuant to EU-DVO: 20240524)
  2. Time of General Meeting: 10:00 (a.m.) (CEST)
    (Format pursuant to EU-DVO: 8:00 UTC)
  3. Type of General Meeting: Annual General Meeting as a virtual event without the physical presence of stockholders or their authorized representatives at the meeting venue (Format pursuant to EU-DVO: GMET)
  4. Location of the General Meeting:

URL to the InvestorPortal for watching the livestream of the Annual Stockholders' Meeting and exercising shareholders' rights: asm.lanxess.com

Location of the General Meeting as defined by the German Stock Corporation Act: Company's registered office, Kennedyplatz 1, 50569 Cologne

(Format pursuant to EU-DVO:asm.lanxess.com)

  1. Record Date: 2 May 2024, 24:00 (midnight) (CEST)
    (Format pursuant to EU-DVO: 20240502; 22:00 UTC)
  2. Uniform Resource Locator (URL): asm.lanxess.com

D. Participation in the general meeting

  1. Method of participation by shareholder
    Electronic Connection to the virtual Annual Stockholders' Meeting and watching the entire Annual Stockholders' Meeting as a livestream
    Exercising voting rights by granting power of attorney and issuing instructions to the proxies appointed by the company
    Exercising voting rights by absentee ballot (also by means of electronic communication) (Format pursuant to EU-DVO: VI; PX; EV)
  2. Issuer deadline for the notification of participation
    Registration for the Annual Stockholders' Meeting until: 17 May 2024, 24:00 (midnight) (CEST) (date of receipt decisive).
    The exercise of voting rights by (electronic) absentee ballot, the exercise of voting rights by granting power of attorney and issuing instructions to the proxies appointed by the company and the electronic connection to the Annual Stockholders' Meeting as well as watching the livestream of the entire Annual Stockholders' Meeting each require proper registration and proof of stock ownership (see C.5). The relevant deadlines for exercising these rights are shown in D.3.
    (Format pursuant to EU-DVO: 20240517; 22:00 UTC)

3. Issuer deadline for voting

The exercise of voting rights by (electronic) absentee ballot / the exercise of voting rights by granting power of attorney and issuing instructions to the proxies appointed by the company

  • by postal mail or by e-mail: 23 May 2024, 24:00 (midnight) (CEST) (date of receipt decisive),
  • electronically via the InvestorPortal (asm.lanxess.com): beyond 23 May 2024, 24:00 (midnight) (CEST), during the Annual Stockholders' Meeting up until the point in time stipulated by the chairman of the meeting during the voting process.

(Format pursuant to EU-DVO: 20240523; 22:00 UTC)

E. Agenda

Agenda item 1

  1. Unique identifier of the agenda item: 1
  2. Title of the agenda item: Presentation of the approved annual financial statement and the adopted consolidated financial statement for the year ended December 31, 2023, together with the consolidated management report for LANXESS Aktiengesellschaft and for the group of companies as well as presentation of the report of the Supervisory Board for the fiscal year 2023
  3. Uniform Resource Locator (URL) of the materials: asm.lanxess.com
  4. Vote:
  5. Alternative voting options:
    (Format pursuant to EU-DVO: VF; VA; AB)

Agenda item 2

  1. Unique identifier of the agenda item: 2
  2. Title of the agenda item: Adoption of a resolution regarding the appropriation of the balance sheet profits
  3. Uniform Resource Locator (URL) of the materials: asm.lanxess.com
  4. Vote: Binding vote
    (Format pursuant to EU-DVO: BV)
  5. Alternative voting options: Vote in favour, vote against, abstention
    (Format pursuant to EU-DVO: VF; VA; AB)

Agenda item 3

1. Unique identifier of the agenda item: 3

  1. Title of the agenda item: Adoption of a resolution on the ratification of the actions of the members of the Board of Management
  2. Uniform Resource Locator (URL) of the materials: asm.lanxess.com
  3. Vote: Binding vote
    (Format pursuant to EU-DVO: BV)
  4. Alternative voting options: Vote in favour, vote against, abstention
    (Format pursuant to EU-DVO: VF; VA; AB)

Agenda item 4

  1. Unique identifier of the agenda item: 4
  2. Title of the agenda item: Adoption of a resolution on the ratification of the actions of the members of the Supervisory Board
  3. Uniform Resource Locator (URL) of the materials: asm.lanxess.com
  4. Vote: Binding vote
    (Format pursuant to EU-DVO: BV)
  5. Alternative voting options: Vote in favour, vote against, abstention
    (Format pursuant to EU-DVO: VF; VA; AB)

Agenda item 5

  1. Unique identifier of the agenda item: 5
  2. Title of the agenda item: Resolution on the approval of the compensation report for the fiscal year 2023
  3. Uniform Resource Locator (URL) of the materials: asm.lanxess.com
  4. Vote: Advisory vote
    (Format pursuant to EU-DVO: AV)
  5. Alternative voting options: Vote in favour, vote against, abstention
    (Format pursuant to EU-DVO: VF; VA; AB)

Agenda item 6.1

  1. Unique identifier of the agenda item: 8
  2. Title of the agenda item: Election to the Supervisory Board - Hans van Bylen
  3. Uniform Resource Locator (URL) of the materials: asm.lanxess.com
  4. Vote: Binding vote
    (Format pursuant to EU-DVO: BV)
  5. Alternative voting options: Vote in favour, vote against, abstention
    (Format pursuant to EU-DVO: VF; VA; AB)
    Note: Hans van Bylen, who is nominated for election, is member of other statutory supervisory boards at the companies listed under a) and member of comparable domestic and foreign

controlling bodies at the enterprises listed under b) (information in accordance with Section

125 Para. 1 Sentence 5 AktG).

  1. LANXESS Deutschland GmbH, Cologne
  2. Chairman of the Supervisory Board of Ontex Group N.V., Erembodegem (Aalst), Belgium (listed company)
    Member of the Supervisory Board of Akzo Nobel N.V., Amsterdam, Netherlands (listed company)
    Member of the Supervisory Board of Etex N.V., Brussels, Belgium

Agenda item 6.2

  1. Unique identifier of the agenda item: 6.2
  2. Title of the agenda item: Election to the Supervisory Board - Lawrence A. Rosen
  3. Uniform Resource Locator (URL) of the materials: asm.lanxess.com
  4. Vote: Binding vote
    (Format pursuant to EU-DVO: BV)
  5. Alternative voting options: Vote in favour, vote against, abstention
    (Format pursuant to EU-DVO: VF; VA; AB)

Note: Lawrence A. Rosen, who is nominated for election, is member of other statutory supervisory boards at the companies listed under a) and member of comparable domestic and foreign controlling bodies at the enterprises listed under b) (information in accordance with Section 125 Para. 1 Sentence 5 AktG).

  1. Deutsche Post AG, Bonn
    LANXESS Deutschland GmbH, Cologne
  2. Chairman of the Supervisory Board of Qiagen N.V., Venlo, Netherlands (listed company)

Agenda item 6.3

  1. Unique identifier of the agenda item: 6.3
  2. Title of the agenda item: Election to the Supervisory Board - Dr. Hans-Joachim Müller
  3. Uniform Resource Locator (URL) of the materials: asm.lanxess.com
  4. Vote: Binding vote
    (Format pursuant to EU-DVO: BV)
  5. Alternative voting options: Vote in favour, vote against, abstention

(Format pursuant to EU-DVO: VF; VA; AB)

Note: Dr. Hans-Joachim Müller, who is nominated for election, is member of other statutory supervisory boards at the companies listed under a) and member of comparable domestic and foreign controlling bodies at the enterprises listed under b) (information in accordance with Section 125 Para. 1 Sentence 5 AktG).

  1. TIB Chemicals AG, Mannheim (Chairman)
  2. None

Agenda item 7

  1. Unique identifier of the agenda item: 7
  2. Title of the agenda item: Adoption of a resolution on the authorization for the purchase and utilization of own shares in accordance with Section 71 Para. 1 No. 8 AktG, also with subscription rights disapplied
  3. Uniform Resource Locator (URL) of the materials: asm.lanxess.com
  4. Vote: Binding vote
    (Format pursuant to EU-DVO: BV)
  5. Alternative voting options: Vote in favour, vote against, abstention
    (Format pursuant to EU-DVO: VF; VA; AB)

Agenda item 8

  1. Unique identifier of the agenda item: 8
  2. Title of the agenda item: Adoption of a resolution regarding the amendment of Art. 15 (Right to Attend) of the Articles of Association
  3. Uniform Resource Locator (URL) of the materials: asm.lanxess.com
  4. Vote: Binding vote
    (Format pursuant to EU-DVO: BV)
  5. Alternative voting options: Vote in favour, vote against, abstention
    (Format pursuant to EU-DVO: VF; VA; AB)

F. Specification of the deadlines regarding the exercise of other Stockholders' rights

Stockholders' right - Motion for addendum to the agenda under Section 122 Para. 2 AktG

  1. Object of deadline: Submission of motions for addendum to the agenda
  2. Applicable issuer deadline: 23 April 2024, 24:00 (midnight) (CEST) (date of receipt decisive)
    (Format pursuant to EU-DVO: 20240423; 22:00 UTC)

Stockholders' right - Motion under Section 126 Para. 1 AktG

  1. Object of deadline: Submission of countermotions to the proposals of the administration on specific items on the agenda
  2. Applicable issuer deadline: 9 May 2024, 24:00 (midnight) (CEST) (date of receipt decisive)
    (Format pursuant to EU-DVO: 20240509; 22:00 UTC)

Stockholders' right - Voting nomination under Section 127 AktG

  1. Object of deadline: Submission of voting nominations for the election of Supervisory Board members
  2. Applicable issuer deadline: 9 May 2024, 24:00 (midnight) (CEST) (date of receipt decisive)
    (Format pursuant to EU-DVO: 20240509; 22:00 UTC)

Stockholders' right - Submission of statements under Section 130a Para. 1 to 4 AktG

  1. Object of deadline: Right to submit written statements via the InvestorPortal
  2. Applicable issuer deadline: 18 May 2024, 24:00 (midnight) (CEST) (date of receipt decisive)
    (Format pursuant to EU-DVO: 202405218; 22:00 UTC)

Stockholders' right - Right to speak under Section 130a Para. 5 and 6 AktG

  1. Object of deadline: Right to speak at the virtual Annual Stockholders' Meeting by means of video communication via the InvestorPortal
  2. Applicable issuer deadline: On 24 May 2024 during the virtual Annual Stockholders' Meeting as determined by the meeting's chair
    (Format pursuant to EU-DVO: 20240524)

Stockholders' right - Right to information under Section 131 AktG

  1. Object of deadline: Right to information at the Annual Stockholders' Meeting by means of video communication via the InvestorPortal
  2. Applicable issuer deadline: On 24 May 2024 during the virtual Annual Stockholders' Meeting as determined by the meeting's chair
    (Format pursuant to EU-DVO: 20240524)

Stockholders' right - Object under Section 118a Para. 1 Sentence 2 No. 8 AktG in connection with Section 245 AktG,

  1. Object of deadline: Objecting electronically to resolutions of the Annual Stockholders' Meeting for the records of the officiating notary via the InvestorPortal
  2. Applicable issuer deadline: On 24 May 2024 from the beginning to the end of the virtual Annual Stockholders' Meeting
    (Format pursuant to EU-DVO: 20240524)

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Disclaimer

Lanxess AG published this content on 08 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 April 2024 07:45:03 UTC.