I. Agenda Item 8

8. Election to the Supervisory Board

Pamela Knapp’s term in office ends at the close of the Annual Stockholders’ Meeting on Wednesday, May 24, 2023. Pamela Knapp is available for re-election for four years.

In accordance with Sections 96 Para. 1 and 2, 101 Para. 1 AktG, Sections 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. In the event of Pamela Knapp’s re-election, the minimum percentage requirement will therefore also be met in the future.

The Supervisory Board proposes that

Pamela Knapp, Salzburg, Austria,
economist; formerly the Chief Financial Officer of GfK SE; member of the Boards of Man-agement and Supervisory Boards of various European commercial enterprises,

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’s nomination is based on the recommendation of the Supervisory Board’s Nominations Committee. A copy of Pamela Knapp’s résumé, with overviews of her significant activities besides the Supervisory Board post, is included in the annex to this agenda.

Pamela Knapp’s memberships in other statutory supervisory boards: 

• LANXESS Deutschland GmbH, Cologne

Pamela Knapp’s memberships in comparable domestic and foreign controlling bodies of com-mercial enterprises: 

• Member of the Supervisory Board of Signify NV, Eindhoven, Netherlands (listed company)

• Member of the Board of Directors (Conseil d’Administration) of Compagnie de Saint-Gobain S.A., Courbevoie, France (listed company)

• Member of the Advisory Board of HKP Deutschland GmbH (unlisted company)

The nomination takes into account the objectives determined by the Supervisory Board in terms of its composition and aims to fulfill the skills profile devised by the Supervisory Board for the full board. On account of her earlier professional practice and her work as Chairwoman of the Audit Committee at LANXESS Aktiengesellschaft and at Signify NV and Saint-Gobain S.A., Pamela Knapp has expertise in the fields of accounting and auditing; she has specific knowledge and experience in applying accounting principles, audits, and internal control procedures. In the event of her re-election, she has declared her continued availability for the office of Chairwoman of the Audit Committee of LANXESS Aktiengesellschaft. 

The Supervisory Board also deems Pamela Knapp to be independent in accordance with the German Corporate Governance Code. Besides the fact that she is already a member of the Su-pervisory 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 rela-tionships as defined by recommendation C.13 of the German Corporate Governance Code be-tween Pamela Knapp 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.