Stockholders and stockholders’ meetings

The stockholders of LANXESS AG exercise their rights at the Annual Stockholders’ Meeting, where they can vote on the resolutions submitted. The Annual Stockholders’ Meeting resolves on all matters reserved for its decision by law, with binding effect on the stockholders and the company. Each share confers one vote.

The items resolved on by the Annual Stockholders’ Meeting include appropriation of the balance sheet profit, ratification of the actions taken by the members of the Board of Management and the Supervisory Board, appointment of the auditors and election of the stockholder representatives to the Supervisory Board. The Annual Stockholders’ Meeting also resolves on amendments to the articles of association, measures affecting the company’s capital and the approval of intercompany agreements. Each year there is an Annual Stockholders’ Meeting at which the Board of Management and Supervisory Board give an account of the last fiscal year. The German Stock Corporation Act requires the convening of an Extraordinary Stockholders’ Meeting in certain situations.

All stockholders who register in time and prove their eligibility to attend the Annual Stockholders’ Meeting and exercise their voting rights shall be allowed to participate in the Annual Stockholders’ Meeting. Stockholders may exercise their voting rights at the Annual Stockholders’ Meeting in person, through a proxy of their own choosing or through a company-nominated proxy who acts according to their instructions.