
LANXESS AG Annual Stockholders' Meeting
Invitation and Agenda
We hereby give notice of the virtual Annual Stockholders' Meeting of LANXESS Aktiengesellschaft, with its registered office in Cologne, to be held on Wednesday, May 24, 2023, at 10:00 a.m. CEST.
The Annual Stockholders’ Meeting was hold as a virtual annual meeting without the physical presence of the stockholders or their authorized representatives at the venue of the Annual Stockholders’ Meeting. The venue of the Annual Stockholders’ Meeting pursuant to the Stock Corporation Act (AktG) was the company’s registered office at Kennedyplatz 1, 50569 Cologne, Germany. The stockholders were requested to make note of the remarks on the performance of the virtual Annual Stockholders’ Meeting in Section II.
I. Agenda
- 1. Presentation of the approved annual financial statement and the adopted consolidated financial statement for the year ended December 31, 2022, 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 2022
- 2. Adoption of a resolution regarding the appropriation of the balance sheet profits
- 3. Adoption of a resolution on the ratification of the actions of the members of the Board of Management
- 4. Adoption of a resolution on the ratification of the actions of the members of the Supervisory Board
- 5. Appointment of the auditor for the fiscal year 2023 and for the review of the 2023 half-year report
- 6. Appointment of the auditor for the fiscal year 2024 and for the review of the 2024 half-year report
- 7. Resolution on the approval of the compensation report for the fiscal year 2022
- 8. Election to the Supervisory Board
- 9. Adoption of a resolution regarding the creation of new authorized capital - also with the option to disapply subscription rights - by amending Article 4, Capital Stock, Para. 3 of the Arti-cles of Association
- 10. Adoption of a resolution regarding the creation of new authorized capital - also with the option to disapply subscription rights - by amending Article 4, Capital Stock, Para. 4 of the Arti-cles of Association
- 11. Adoption of a resolution regarding the creation of a new authorization to issue convertible and, or warrant bonds and, or income bonds (or combinations of these instruments), also with subscription rights disapplied, plus the simultaneous creation of new conditional capital by amending Article 4 (Capital Stock) Para. 5 of the Articles of Association
- 12. Adoption of a resolution regarding the amendment of Article 14 (Convening the Annual Stockholders' Meeting) of the Articles of Association to authorize the Board of Management to arrange to hold a virtual Annual Stocholders' Meeting
- 13. Adoption of a resolution regarding amendments of Articles 10 (Convening and Resolutions) and 16 (Procedure of the Annual Stockholders' Meeting) of the Articles of Association
Cologne, April 2023
LANXESS Aktiengesellschaft
The Board of Management