LANXESS AG Annual Stockholders' Meeting

6. Appointment of the auditor for the fiscal year 2024 and for the review of the 2024 half-year report

In accordance with the requirements of the EU Audit Regulation, a change of auditor is due in fiscal year 2024. In fiscal year 2022, the company already carried out a tender procedure for the audit of the company in accordance with the requirements of the EU Audit Regulation in order to initiate a structured change process in good time and to ensure compliance with the requirements of the EU Audit Regulation. The early election by the Annual Stockholders’ Meeting on May 24, 2023, is intended to ensure that the new auditor has a secure foundation on which to make the necessary arrangements as the auditor elected by the Annual Stockholders’ Meeting.

On the basis of the selection procedure carried out in accordance with Article 16 Para. 3 EU Audit Regulation, the Audit Committee recommended, stating reasons, that the Supervisory Board nominate either Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, or KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, to the Annual Stockholders’ Meeting for election as auditor of the annual financial statements and the consolidated financial statements for the fiscal year 2024 as well as auditor for the review of the abbreviated financial statements and the interim management report for the Group as contained in the 2024 half-year report. The Audit Committee stated its substantiated preference for KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin. The Audit Committee has also stated that its recommendation pursuant to the requirements in Article 16 Para. 2 and Para. 6 of the EU Audit Regulation is free from improper influence by a third party and no clause has in particular been imposed upon it that restricts its choice to certain statutory auditors.

Based on the recommendation and preference of the Audit Committee, the Supervisory Board proposes that KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, shall be appointed as

6.1. auditor of the annual financial statements and the consolidated financial statements for the fiscal year 2024, as well as

6.2. auditor for the review of the abbreviated financial statements and the interim management report for the Group as contained in the 2024 half-year report.