LANXESS : Invitation to the Virtual Stockholders' Meeting of LANXESS AG

I. AGENDA

1. 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

The Supervisory Board has approved the annual financial statement and the consolidated financial statement prepared by the Board of Management. The annual financial statement thus has been adopted pursuant to Section 172 Sentence 1 AktG. Accordingly, there will be no adoption of a resolution by the Annual Stockholders' Meeting.

The documents for this agenda item can be found at the company's website

asm.lanxess.com

The manuscript of the Chairman of the Board of Management's speech on this agenda item will be published there one week before the meeting.

2. Adoption of a resolution regarding the

appropriation­of the balance sheet profits

The Board of Management and the Supervisory Board propose that the net retained profits of EUR 442,495,904.99 for the fiscal year 2023 shall be used as follows:

• Distribution of a dividend of EUR 0.10 per dividend-bearing

The stated amounts available for dividends and profit carried forward were based on the dividend-bearingno-par value shares (86,346,303) existing when the Board of Management and the Supervisory Board proposed the resolution.

If the number of dividend-bearingno-par value shares changes before the date of the Annual Stockholders' Meeting, the following resolution, adapted to this change, will be proposed to the Annual Stockholders' Meeting: The dividend per dividend- bearing no-par value share of EUR 0.10 remains unchanged. Insofar as the number of dividend-bearingno-par value shares and therefore the sum of dividends increases, the amount of profit carried forward shall decrease accordingly. Insofar as

the number of dividend-bearing shares and therefore the sum of dividends decreases, the amount of profit carried forward shall increase accordingly.

The dividend will be paid out on Wednesday, May 29, 2024.

3. Adoption of a resolution on the ratification of the actions of the members of the Board of Management

The Board of Management and the Supervisory Board propose that formal approval be given for the actions of the members of the Board of Management in office during the fiscal year 2023 with respect to that fiscal year.

4. Adoption of a resolution on the ratification of the actions of the members of the Super­ visory Board

The Board of Management and the Supervisory Board propose that formal approval be given for the actions of the members of the Supervisory Board in office during the fiscal year 2023 with respect to that fiscal year.

5. Resolution on the approval of the compen­ sation report for the fiscal year 2023

The Board of Management and the Supervisory Board have prepared the compensation report pursuant to Section 162 AktG for fiscal year 2023. Pursuant to Section 162 Para. 3 AktG, the auditor of LANXESS Aktiengesellschaft has reviewed whether the disclosures pursuant to Section 162 Para. 1 and 2 AktG were made in the compensation report. In addition to the legal requirements, the content of the compensation report was also audited by the auditor. The compensation report prepared by the Board of Management and the Supervisory Board and the report of the auditor are reproduced in the annex to this agenda. In accordance with Section 120a Para. 4 AktG, the Annual Stockholders' Meeting resolved on the approval of the compensation report for the preceding fiscal year.

The Board of Management and Supervisory Board propose the approval of the compensation report for fiscal year 2023 reproduced in the annex to this agenda.

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 on the 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-employedconsultant, 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

1. LANXESS Deutschland GmbH (Cologne)
2. 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

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

Dr. Hans-Joachim Müller

1. TIB Chemicals AG, Mannheim (Chairman)
2. 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.

7. 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

The authorization granted by the Annual Stockholders' Meeting on May 23, 2019, for the purchase and utilization of own shares in accordance with Section 71 Para. 1 No. 8 AktG expires on May 22, 2024. Against this backdrop and in order to maintain the company's flexibility with regard to the purchase and utilization of own shares in the future, a new authorization for the purchase and utilization of own shares is to be granted until May 23, 2027.

The Board of Management and the Supervisory Board propose that the following resolution shall be adopted:

1. The Board of Management is authorized until May 23, 2027, to purchase the company's own shares in a total amount not exceeding 10% of the company's capital stock at the time the resolution is passed or - if lower - at the time this authorization is exercised. This authorization can also, individually or collectively, be exercised by the company or dependent companies of the company or by third parties on behalf of the company or its dependent companies.

The authorization for the purchase and utilization of own shares can be exercised fully or partially on one or more than one occasion. The authorization can be exercised for any legally permissible purpose, especially in pursuit of one or more of the purposes referred to in c) to h). If used for one or more of the purposes referred to in c), d), f), g) or h), stockholders' subscription rights are disapplied. In addition, if own shares are sold by offering them to all stockholders, the Board of Management can, with the approval of the Supervisory Board, disapply stockholders' subscription rights for fractional amounts.

1. At the discretion of the Board of Management, the shares are purchased on the stock exchange, via a public tender offer or via a public invitation for the stockholders to submit an offer to sell.
   In the event of purchase on the stock exchange, the purchase price paid by the company (excluding incidental expenses) must not be more than 10% higher or lower than the price of the shares in the Xetra trading system (or a comparable successor system) on the Frankfurt Stock Exchange determined by the opening auction on the trading day.
   In the event of purchase via a public tender offer or a public invitation to submit an offer to sell, the offered purchase or sale price or the boundary values of the range of purchase or sale prices per share (excluding incidental expenses) must not be more than 10% higher or lower than the average of the closing auction in the Xetra trading system (or a comparable successor system) on the Frankfurt Stock Exchange on the three trading days preceding the date of the public announcement of the offer or the public invitation to submit an offer to sell. If the relevant price deviates significantly after the publication of a tender offer, the offer can be adjusted. In this case, the average price of the three stock exchange trading days preceding the date of the publication of any adjustment is used; the upper and lower limits of 10% must be applied to this amount. If the tender offer is oversubscribed or, in the case of an invitation to submit an offer to sell, not all of several equivalent offers can be accepted, acceptance must be based on the proportion of shares offered (offer ratios). In addition, shares can be rounded down to avoid fractions.

1. The Board of Management is authorized to sell own shares purchased on the basis of the above authorization through channels other than the stock exchange or by offering them to all stockholders, provided they are sold against cash payment and at a price that is not significantly lower than the stock market price of company shares at the time of the sale (simplified disapplication of subscription rights in accordance with Section 186 Para. 3 Sentence 4 AktG). The shares sold on the basis of this authorization must not exceed a total of 10% of capital stock either when the resolution is passed by the Annual Stockholders' Meeting or when this authorization is exercised. This upper limit of 10% of capital stock is reduced by the pro rata amount of the capital stock attributable to the shares issued during the term of this authorization with subscription rights disapplied in direct or analogous application of Section 186 Para. 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, if the bonds were issued with subscription rights disapplied in accordance with Section 186 Para. 3 Sentence 4 AktG during the term of this authorization.
2. The Board of Management is authorized to transfer own shares purchased on the basis of the above authorization to third parties against contributions in kind, especially in connection with the acquisition of companies, parts of companies or interests in companies or in connection with business combinations and the acquisition of other assets including rights and receivables.
3. The Board of Management is authorized to cancel the own shares purchased on the basis of the above authorization without a further resolution by the Annual Stockholders' Meeting. The cancellation generally results in a capital reduction. In deviation from this, the Board of Management can determine that the capital stock remains unchanged and the cancellation instead increases the share of the remaining shares in the capital stock in accordance with Section 8 Para. 3 AktG. In this case, the Board of Management is authorized to amend the number of shares stated in the
   Articles of Association.
4. The Board of Management is authorized to use the own shares purchased on the basis of the above authorization to fulfill obligations from conversion rights, warrants or conversion obligations from convertible or warrant bonds or income bonds (or combinations of these instruments) issued by the company or its dependent companies that grant a conversion right or warrant or create a conversion or warrant obligation.

1. The Board of Management is authorized to use the own shares purchased on the basis of the above authorization to grant holders of convertible or warrant bonds or income bonds (or combinations of these instruments) issued by the company or its dependent companies that grant a conversion right or warrant or create a conversion or warrant obligation own shares to the extent to which they would be entitled to subscription rights to shares of the company after exercising the conversion right or warrant or after fulfilling the conversion or warrant obligation.
2. The Board of Management is authorized to offer the shares purchased on the basis of the above authorization for purchase to the employees or former employees of the company or of affiliated companies (employee shares).
3. The authorizations in c), d), f) and g) may be used only with the approval of the Supervisory Board.
4. The authorizations in c), d), f), g) and h) can also be exercised by dependent companies of the company or by third parties on behalf of the company or its dependent companies.

The details are described in the report of the Board of Management to the Annual Stockholders' Meeting in accordance with Sections 71 Para. 1 No. 8, 186 Para. 4 Sentence 2 AktG. The report is available online at asm.lanxess. com from the date of the Notice of Meeting and during the Annual Stockholders' Meeting.

8. Resolution on the amendment of Article 15 (Right to Attend) of the Articles of Association

The requirements contained in Section 123 Para. 4 Sentence 2 AktG for attending the Annual Stockholders' Meeting and exercising voting rights were amended by the German Financing for the Future Act, which entered into force in December 2023. In accordance with the amended, new Section 123 Para. 4 Sentence 2 AktG, verification of stock ownership in accordance with Section 67c Para. 3 AktG in the case of bearer shares of listed companies must now make reference to the close of business on the twenty-second day prior to the Annual Stockholders' Meeting and no longer to the start of the twenty- first day prior to the Annual Stockholders' Meeting. The current wording of Article 15 Para. 2 Sentence 4 of the company's Articles of Association is as follows:

"The verification must make reference to the start of the twenty-first day prior to the Meeting."

It therefore reflects the requirements of the old version of Section 123 Para. 4 Sentence 2 AktG. In order to ensure that the wording of the Articles of Association is consistent with the law, Article 15 Para. 2 Sentence 4 of the Articles of Association is to be aligned with the new Section 123 Para. 4 Sentence 2 AktG.

The Board of Management and the Supervisory Board therefore propose that the following resolution shall be adopted:

Article 15 Para. 2 Sentence 4 of the company's Articles of Association is revised as follows:

"The verification must make reference to the close of business on the twenty-second day prior to the Meeting."

ANNEXES TO THE AGENDA

Annex to agenda item 5

Compensation ­Report 2023

This compensation report complies with the statutory­ requirements under Section 162 of the German Stock Corporation Act (AktG) as well as the reporting principles of the German Corporate Governance Code (GCGC) in the version of April 28, 2022. The compensation report describes and explains in detail the compensation system for the Board of Management and Supervisory Board of LANXESS AG and the compensation of the individual current and former members of the Board of Management and Supervisory Board for fiscal year 2023. For LANXESS, transparent and understandable reporting is a key element of good corporate governance. In addition to the requirements of Section 162 Paragraph 3 Sentences 1 and 2 AktG, the content of the report is also audited by the auditor. In accordance with Section 120a AktG, the compensation report on the compensation granted and owed to each individual member of the Board of Management and Supervisory Board of LANXESS AG in fiscal year 2022 was approved at the Annual Stockholders' Meeting on May 24, 2023, by a majority of 90.48%. Because of the high level of approval for the application of the compensation system in fiscal year 2022, the structure of the compensation report approved in 2023 has essentially been retained for this 2023 compensation

report. For even greater transparency,­this compensation report for fiscal year 2023 adds prior-year figures to the tables ­presenting

target compensation, maximum compensation,­and compensation­ granted and owed. In addition, absolute values have been added to the comparison at the end of the report.

Compensation of the Board of Management

Composition of the Board of Management

The composition of the Board of Management changed as follows

in fiscal year 2023: At its meeting on November­ 8, 2022, the Supervisory Board appointed Frederique van Baarle as a member of the Board of Management of LANXESS AG and Labor Director for a period of three years from April 1, 2023. In addition to the Human Resources Group function, Frederique van Baarle has been responsible for the Americas region since ­October 1, 2023. Due to her assumption of responsibilities and duties for the Americas region, which involved relocation to the U.S., the U.S. subsidiary­ LANXESS Corporation has paid 80% of her annual base salary and variable compensation components and provided the budget for the use of a company car since September 1, 2023. The remaining 20% of her annual base salary and variable compensation components and her other non-cash benefits continue to be paid by LANXESS AG. Frederique van

Baarle is compensated­in line with the compensation system in effect for LANXESS.

At the meeting of the LANXESS AG Supervisory Board on August 3, 2023, Oliver Stratmann was appointed as a member of the Board of Management for a period of three years from September 1, 2023. As the new Chief Financial Officer, he succeeded Michael Pontzen, who stepped down as of August 31, 2023.

Furthermore, the appointments of Dr. Hubert Fink and Matthias Zachert were extended for another three and five years, respectively. On December 9, 2022, the LANXESS AG Supervisory Board passed a resolution to re-appoint Dr. Hubert Fink as a member of the Board of Management with effect from October 1, 2023. On May 9, 2023, the Supervisory Board also re-appointed Matthias Zachert as a member and as Chairman of the Board of Management with effect from April 1, 2024.

Dr. Anno Borkowsky left the Board of Management as planned and retired on December 31, 2023. There are currently no plans to appoint a successor. His responsibilities have been assumed by the remaining Board of Management members.

Principles and Objectives of the Board of Management Compensation System

In fiscal year 2020, the Supervisory Board revised the compensation system for the members of the Board of Management on the basis of the Second Shareholder Rights Directive Implementation Act (ARUG II) and the version of the GCGC dated December 16, 2019, which was applicable at the time. Taking particular account of LANXESS's sustainable and strategic alignment, significant changes were implemented here. In particular, both the short-term variable compensation and the long-term variable compensation are based on two measurable performance criteria that are aligned with the sustainable corporate strategy. In addition, the proportions

in the employment contract of the new CFO Oliver Stratmann. In a carefully considered decision in the company's interest, the pension to be paid by LANXESS for Oliver Stratmann has been halved to 25% of the annual base salary in deviation from the provisions of the compensation system for an ordinary Board of Management member. The plan is to apply this halved company pension contribution to all further (re-)appointments during the remaining term of the current compensation system and to incorporate it into the future compensation system to be presented to the Annual Stockholders' Meeting in 2025.

Overview of Compensation Components

Since January 1, 2021, the compensation system has included the components described in the following overview. The compensation system also still includes a clawback clause and a share ownership obligation that requires the Board of Management members to invest a defined proportion of their compensation in shares and to hold these shares for the duration of their Board of Management mandate ("Share Ownership Guideline"). In addition, the compensation system still comprises a temporary right to

extraordinary termination in the event of a change of control with a limited severance regulation. The overview also shows the relative proportions of the individual compensation components within the total target compensation of the Board of Management members.

In addition to the fixed compensation, the components of compensation for Board of Management members comprise short-term and long-term variable compensation components. The two variable compensation components for the Board of Management - the Annual Performance Payment (APP) and the Long-Term ­Incentive (LTI) - are linked to LANXESS's annual performance and performance over a number of years and thus reward the sustainable, value-oriented development of the company. The short-term variable compensation component APP includes a financial and a non-financial performance criterion. The long-term variable compensation component LTI consists of the Long-Term Stock Performance Plan (LTSP) and the Sustainability Performance Plan (SPP). The proportions of short-term and long- term variable compensation are designed such that the long-term compensation components outweigh the short-term ones.

Compensation components

In line with the exception outlined in the "Principles and Objectives of the Board of Management Compensation System" section above, the proportions of the individual compensation components will deviate from the regulations of the compensation system in force since January 1, 2021, until the re-appointments take effect. In addition, a tranche (2021-2023 tranche) of the long-term variable compensation program LTPB, which has been replaced by the SPP in accordance with the compensation system, was committed for the last time for fiscal year 2021.

Compensation of the Board of ­Management in ­Fiscal Year 2023

Fixed compensation components

The non-performance-related fixed compensation components include the annual base salary, the company pension plan and non-cash benefits, the latter consisting mainly of the tax value of perquisites, such as the use of a company car. The annual base salary of the members of the Board of Management is market-­ oriented, in line with the above-mentioned reference group, and also takes responsibilities and functions into account. It is paid each month in twelve equal parts as a salary. In response to persistently weak demand in the chemical industry, the extremely strained energy price situation and the resultant weak earnings development for the LANXESS Group, all Board of Management­ members serving in fiscal year 2023 decided to voluntarily waive 25% of their annual base salary for 2023 from July 1, 2023, as part of the FORWARD! action plan for the prompt stabilization­ of earnings. Accordingly, the annual base salary in fiscal year 2023

amounted to €1,225 thousand for the ­Chairman of the Board of ­Management, Matthias ­Zachert, €481 thousand for Dr. Anno

Borkowsky,­ and €569 thousand­ for Dr. Hubert Fink. Due to his departure from the Board of Management as of August 31, 2023, the pro rata compensation for Michael Pontzen amounted to €406 thousand. The pro rata annual base salary since joining the Board of Management amounted to €281 thousand for Frederique van Baarle, who joined as of April 1, 2023, and €113 thousand for Oliver ­Stratmann, a member since September 1, 2023. For the Board of Management members, non-cash benefits are capped at 15% of their contractually agreed individual annual base salary.

Short-term variable compensation

The Board of Management's APP considers two measurable performance criteria:

• a financial performance criterion constituting 80% of the individual APP and
• a non-financial performance criterion constituting 20% of the individual APP.

The target and threshold values and the payment curves for the Board of Management's APP are set uniformly for all members of the Board of Management by the Supervisory Board annually before the start of each new fiscal year and also apply to the level below the Board of Management. Subsequent adjustments are not permitted. There is no payment of a minimum amount; if target attainment falls short of a threshold value, no APP payment is made. The maximum APP payout percentage is 200%.

For the Board of Management and managers at the level below the Board of Management, the APP payout percentage refers to the individual underlying APP percentage. For ordinary Board of Management members, 100% target attainment corresponds to 100% of the annual base salary. When a (re-)appointment of an ordinary Board of Management member takes effect, this amounts to 90% of the annual base salary in line with the weighting of short-term and long-term compensation in accordance with the compensation system. For the Chairman of the Board of Management, 100% target attainment currently corresponds to 125% of the annual base salary. From April 1, 2024, when Matthias Zachert will be re-appointed as Chairman of the Board of Management, it will correspond to 100% of the annual base salary.

The financial performance criterion for the short-termvariable compensation, the APP, is currently the LANXESS Group's key performance indicator, EBITDA (operating earnings

before depreciation, amortization,­write-downs and reversals) pre exceptionals ("EBITDA pre"). EBITDA pre exceptionals is the most important financial indicator for LANXESS and is used to judge every operational decision or achievement. 100% target attainment is achieved in the event of a certain EBITDA pre exceptionals defined by the Supervisory Board before the start of the fiscal year. The payment curve plots a straight line between this target and the upper or lower limit. Achievement of the financial target set by the Supervisory Board of €950 million for fiscal year 2023 corresponds to a payout percentage of 100% for the financial performance criterion. If the LANXESS Group's EBITDA pre exceptionals is at least 12.5% higher than the financial target, the payout percentage equals the upper limit of 200% of the APP of the Board of Management for the financial performance criterion. If EBITDA pre exceptionals is more than 5% lower than the financial target, the payout percentage falls from 50% to 0%. This also applies to the variable short-term compensation of non-managerial and managerial staff.