Obligation LANXES AG 0.625% ( XS2415386726 ) en EUR

LANXES AG

100 % ▲

Allemagne

XS2415386726 ( en EUR )

0.625% par an ( paiement annuel )

01/12/2029 - Obligation échue

Prospectus brochure de l'obligation LANXESS AG XS2415386726 en EUR 0.625%, échue

100 000 EUR

600 000 000 EUR

LANXESS AG est une société chimique mondiale spécialisée dans la production de spécialités chimiques, notamment des plastiques de haute performance, des intermédiaires chimiques, des additifs et des produits chimiques spécialisés pour diverses industries.

L'obligation émise par LANXESS AG, identifiée par le code ISIN XS2415386726, est officiellement arrivée à échéance et a été intégralement remboursée, marquant la clôture de cette ligne de financement pour l'émetteur; LANXESS AG, une entreprise allemande de premier plan dans l'industrie des produits chimiques de spécialité, reconnue pour sa présence mondiale et son portefeuille diversifié de matériaux avancés, d'additifs et d'intermédiaires chimiques, avait structuré cette émission d'une taille totale de 600 000 000 EUR, libellée en euros, avec un taux d'intérêt fixe de 0,625 % et une date de maturité fixée au 1er décembre 2029; le remboursement a été effectué à 100% de sa valeur nominale, conformément aux termes de l'émission, laquelle, lancée depuis l'Allemagne, prévoyait une fréquence de paiement annuelle du coupon et était accessible avec une taille minimale d'achat de 100 000 EUR, ce titre représentant désormais un instrument clôturé dans le bilan de l'émetteur, ayant pleinement rempli ses engagements envers les investisseurs.

Debt Issuance Programme Prospectus
12 May 2023
This document constitutes the base prospectus of LANXESS Aktiengesellschaft for the purposes of Article 8(1) of
Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus
Regulation"), in respect of non-equity securities within the meaning of Article 2(c) of the Prospectus Regulation ("Non-
Equity Securities"), (the "Debt Issuance Programme Prospectus" or the "Prospectus").
LANXESS Aktiengesellschaft
(incorporated in the Federal Republic of Germany)
as Issuer

5,000,000,000
Programme for the Issuance of Debt Instruments (the "Programme")

Application has been made to list notes (the "Notes") to be issued under the Programme on the official list of the Luxembourg
Stock Exchange and to admit Notes to trading on the regulated market Bourse de Luxembourg which is a regulated market for
the purposes of the Markets in Financial Instruments Directive 2014/65/EU, as amended (the "Regulated Market") or on the
professional segment of the Regulated Market of the Luxembourg Stock Exchange during a period of 12 months from the date
of approval. Notes may also be listed on the Frankfurt Stock Exchange or will not be listed at all as the Issuer and the relevant
Dealer(s) may agree.
The Issuer has requested the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent
authority under the Prospectus Regulation to provide the competent authorities in the Federal Republic of Germany
("Germany") and the Republic of Austria with a certificate of approval attesting that the Prospectus has been drawn up in
accordance with the Prospectus Regulation and the Luxembourg law relating to prospectuses for securities of 16 July 2019 (Loi
du 16 juillet 2019 relative aux prospectus pour valeurs mobilières et portant mise en oeuvre du règlement (UE) 2017/1129)
(the "Luxembourg Law") (each a "Notification"). The Issuer may request the CSSF to provide competent authorities in
additional host Member States within the European Economic Area ("EEA") with a Notification.
This Prospectus has been approved by the CSSF as competent authority under the Prospectus Regulation. The CSSF only
approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the
Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuer or of the quality of the Notes
that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes.
By approving a prospectus, the CSSF shall give no undertaking as to the economic and financial soundness of the transaction
and the quality or solvency of the Issuer in line with the provisions of Article 6(4) of the Luxembourg Law.

Arranger
Deutsche Bank
Dealers
Banco Bilbao Vizcaya Argentaria, S.A.
Barclays
BofA Securities
Citigroup
Commerzbank
Deutsche Bank
DZ BANK AG
J.P. Morgan
Mizuho
Société Générale Corporate and Investment Banking
Standard Chartered Bank AG
UniCredit
This Prospectus will be published in electronic form on the website of the Luxembourg Stock Exchange (www.luxse.com) and
on the website of LANXESS Aktiengesellschaft (https://lanxess.com/en/Investors/Creditor-Relations/Debt-Issuance-
Programme/Debt-Issuance). This Prospectus succeeds the Prospectus dated 13 May 2022, as supplemented by the First
Supplement dated 13 September 2022 and is valid for a period of 12 months from its date of approval. The validity ends upon
expiration of 12 May 2024. There is no obligation to supplement the Prospectus in the event of significant new factors,
material mistakes or material inaccuracies when the Prospectus is no longer valid.

RESPONSIBILITY STATEMENT
LANXESS Aktiengesellschaft, with its registered office at Kennedyplatz 1, 50569 Cologne, Federal Republic of
Germany (the "Issuer", "LANXESS", "LANXESS AG", the "Company" and, together with all of its affiliated
companies within the meaning of the German Stock Corporation Act (Aktiengesetz), the "LANXESS Group" or the
"Group"), is solely responsible for the information given in this Prospectus and for the information which will be
contained in the final terms (the "Final Terms").
The Issuer hereby declares that to the best of its knowledge the information contained in this Prospectus is in accordance
with the facts and that this Prospectus makes no omission likely to affect its import.
NOTICE
This Prospectus should be read and construed with any supplement hereto and with any other documents incorporated
by reference. Full information on the Issuer and any Tranche of Notes (as defined herein) is only available on the basis
of the combination of the Prospectus and the Final Terms relating to such Tranche.
LANXESS has confirmed to Deutsche Bank Aktiengesellschaft (the "Arranger") and to Banco Bilbao Vizcaya
Argentaria, S.A., Barclays Bank Ireland Plc, BofA Securities Europe SA, Citigroup Global Markets Europe AG,
Commerzbank Aktiengesellschaft, Deutsche Bank Aktiengesellschaft, DZ BANK AG, J.P. Morgan SE, Mizuho
Securities Europe GmbH, Société Générale, Standard Chartered Bank AG and UniCredit Bank AG and any additional
dealer (each a "Dealer" and together the "Dealers") that this Prospectus contains to the best of its knowledge all
information which is material in the context of the Programme and the issue and offering of Notes thereunder, that the
information contained herein is accurate in all material respects and is not misleading, that the opinions and intentions
expressed herein are honestly held and that there are no other facts the omission of which would make this Prospectus
as a whole or any of such information or the expression of any such opinions or intentions misleading.
To the extent permitted by the laws of any relevant jurisdiction neither the Arranger nor any Dealer accepts any
responsibility for the accuracy and completeness of the information contained in this Prospectus or any supplement
hereof, or any other document incorporated by reference nor for the information contained in any Final Terms.
The Issuer has undertaken with the Dealers to publish a supplement to this Prospectus or to publish a new Prospectus if
and when information herein should become materially inaccurate or incomplete or in the event of any significant new
factor, material mistake or material inaccuracy relating to the information included in this Prospectus which is capable
of affecting the assessment of the Notes and, where approval by the CSSF of any such document is required, upon such
approval having been given.
No person has been authorised by the Issuer to give any information or to make any representation not contained in or
not consistent with this Prospectus or any other document entered into in relation to the Programme or any information
supplied by the Issuer or such other information as in the public domain and, if given or made, such information or
representation should not be relied upon as having been authorised by the Issuer, the Dealers or any of them.
This Prospectus is valid for 12 months from the date of its approval and it and any supplement hereto as well as any
Final Terms reflect the status as of their respective dates of issue. Neither the delivery of this Prospectus nor any Final
Terms nor the offering, sale or delivery of any Note shall, in any circumstances, create any implication that the
information contained in this Prospectus is accurate and complete subsequent to their respective dates of issue or that
there has been no adverse change in the financial situation of the Issuer since such date or that any other information
supplied in connection with the Programme is accurate at any time subsequent to the date on which it is supplied or, if
different, the date indicated in the document containing the same.
The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of the Notes in certain
jurisdictions may be restricted by law. Persons into whose possession the Prospectus or any Final Terms comes are
required by the Issuer and the Dealers to inform themselves about and to observe any such restrictions. For a description
of certain restrictions applicable in the United States of America ("United States" or "U.S."), the EEA in general, the
United Kingdom and Northern Ireland (the "United Kingdom" or "UK"), Japan, Switzerland, the Republic of Singapore
("Singapore") and Canada see "Selling Restrictions" on pages 159 to 164 of this Prospectus. In particular, the Notes
have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities
Act"), and are subject to tax law requirements of the United States of America; subject to certain exceptions, Notes may
not be offered, sold or delivered within the United States of America or to U.S. persons.
2

Notice to Canadian Investors This Notice is directed only to purchasers that are resident in or subject to the securities
laws of British Columbia, Alberta and Ontario.
The Notes may be sold only to purchasers that are purchasing, or deemed to be purchasing, as principal that are accredited
investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act
(Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements. Any resale of
the Notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus
requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission
or damages if this Prospectus (including any amendment or supplement thereto and/or any Final Terms) contains a
misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time
limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any
applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or
consult with a legal advisor.
Product classification pursuant to Section 309b(1)(c) of the Securities and Futures Act 2001 of Singapore: The
Notes (or beneficial interests therein) are "prescribed capital markets products" (as defined in the Securities and Futures
(Capital Markets Products) Regulations 2018 of Singapore) and "Excluded Investment Products" (as defined in the
Monetary Authority of Singapore (the "MAS") Notice SFA 04-N12: Notice on the Sale of Investment Products and the
MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
MIFID II product governance / target market The Final Terms in respect of any Notes may include a legend entitled
"MiFID II Product Governance" which will outline the target market assessment in respect of the Notes and which
channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the
Notes (a "Distributor") should take into consideration the target market assessment; however, a Distributor subject to
Directive 2014/65/EU (as amended, "MiFID II") is responsible for undertaking its own target market assessment in
respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate
distribution channels.
UK MiFIR product governance / target market The Final Terms in respect of any Notes may include a legend
entitled "UK MiFIR Product Governance" which will outline the target market assessment in respect of the Notes and
which channels for distribution of the Notes are appropriate. Any Distributor should take into consideration the target
market assessment; however, a Distributor subject to the FCA Handbook Product Intervention and Product Governance
Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining
appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product Governance
rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules") or the UK MiFIR Product
Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise
neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the
MiFID Product Governance Rules or the UK MiFIR Product Governance Rules.

PRIIPs regulation / important EEA retail investors If the Final Terms in respect of any Notes include a legend
entitled "Prohibition of Sales to EEA Retail Investors", the Notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1)
of MiFID II; or (ii) a customer within the meaning of Directive 2016/97/EU, where that customer would not qualify as
a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the
Prospectus Regulation. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as
amended the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail
investors in the EEA has been prepared and therefore, offering or selling the Notes or otherwise making them available
to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
UK PRIIPs regulation / important UK retail investors If the Final Terms in respect of any Notes includes a legend
entitled "Prohibition of Sales to UK Retail Investors", the Notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom.
For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of
Article 2 of Delegated Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union
3

(Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services
and Markets Authority ("FSMA") and any rules or regulations made under the FSMA to implement Directive (EU)
2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor
as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA.
Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic
law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them
available to retail investors in the UK has been prepared and therefore, offering or selling the Notes or otherwise making
them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
This Prospectus may be used for subsequent offers by Dealers and/or further financial intermediaries only insofar as and
for the period so specified in the Final Terms for the relevant tranche of Notes (each a "Tranche").
The language of this Prospectus is English. The German versions of the English language Terms and Conditions
constitute a translation and are shown in this Prospectus for additional information. As to form and content, and all rights
and obligations of the Holders and the Issuer under the Notes to be issued, German is the controlling legally binding
language if so specified in the relevant Final Terms. The Issuer accepts responsibility for the information contained in
this Prospectus and confirms that the non-binding translation of the Terms and Conditions, either in the German or
English language, correctly and adequately reflects the respective binding language version.
Neither the Prospectus nor any Final Terms may be used for the purpose of an offer or solicitation by anyone in
any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to
make such an offer or solicitation.
Neither this Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or to purchase
any Notes and should not be considered as a recommendation by the Issuer, the Dealers or any of them that any
recipient of this Prospectus or any Final Terms should subscribe for or purchase any Notes.
Each potential investor in Notes must determine the suitability of that investment in light of its own circumstances.
In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the relevant Notes, the
merits and risks of investing in the relevant Notes and the information contained or incorporated by reference in
this Prospectus or any applicable supplement;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular
financial situation and the investment(s) it is considering, an investment in the Notes and the impact the Notes
will have on its overall investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the relevant
Notes, including where principal or interest is payable in one or more currencies, or where the currency for
principal or interest payments is different from the potential investor's currency;
(iv)
understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of any relevant
indices and financial markets; and
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic,
interest rate and other factors that may affect its investment and its ability to bear the applicable risks.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the Stabilisation
Manager(s) (or persons acting on behalf of any stabilisation manager(s)) in the applicable Final Terms may over-
allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than
that which might otherwise prevail. However, stabilisation may not necessarily occur. Any stabilisation action
may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant
Tranche of Notes is made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days
after the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant
Tranche of Notes. Any stabilisation or over-allotment must be conducted by the relevant Stabilisation Manager(s)
(or persons acting on behalf of any Stabilisation Manager(s)) in accordance with all applicable laws and rules.
In this Prospectus all references to "", "EUR", "Euro", "euro" and "EURO" are to the currency introduced at the start
of the third stage of the European Economic and Monetary Union, and as defined in Article 2 of Council Regulation
4

(EC) No 974/98 of 3 May 1998 on the introduction of the euro, as amended, and all references to "U.S. dollars" and
"US $" are to the lawful currency of the United States of America.
Any descriptions or references to business figures or developments refer to the financial years 2021/2022, unless
specified otherwise. References to "we" or "our" should be read as references to the LANXESS Group.
The information on any website included in the Prospectus, except for the websites listed in "Incorporation by
Reference" below, does not form part of the Prospectus and has not been scrutinised or approved by the CSSF.
In this Prospectus, unless otherwise specified or the context otherwise requires, a reference to a law or a provision of a
law is a reference to that law or provision as extended, amended or re-enacted.
Benchmarks Regulation / Statement in relation to Administrator's Registration Interest amounts payable under
Floating Rate Notes are calculated by reference to EURIBOR (Euro Interbank Offered Rate) which is provided by the
European Money Markets Institute (EMMI). As at the date of this Prospectus, EMMI appears on the register of
administrators and benchmarks established and maintained by the European Securities and Markets Authority (ESMA)
pursuant to Article 36 of the Benchmarks Regulation (Regulation (EU) 2016/1011), as amended ("BMR").
FORWARD-LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements. A forward-looking statement is a statement that does not
relate to historical facts and events. They are based on analyses or forecasts of future results and estimates of amounts
not yet determinable or foreseeable. These forward-looking statements are identified by the use of terms and phrases
such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project", "will" and
similar terms and phrases, including references and assumptions. This applies, in particular, to statements in this
Prospectus containing information on future earning capacity, plans and expectations regarding LANXESS Group's
business and management, its growth and profitability, and general economic and regulatory conditions and other factors
that affect it.
Forward-looking statements in this Prospectus are based on current estimates and assumptions that the Issuer makes to
the best of its present knowledge. These forward-looking statements relate to events and depend on circumstances that
may or may not occur in the future and are therefore subject to risks, uncertainties and other factors which could cause
actual results, including LANXESS Group's financial condition and results of operations, to differ materially from and
be worse than results that have expressly or implicitly been assumed or described in these forward-looking statements.
Forward-looking statements are not gurantees of future performance. Investors should not place undue reliance on these
forward-looking statements. LANXESS Group's business is also subject to a number of risks and uncertainties that could
cause a forward-looking statement, estimate or prediction in this Prospectus to become inaccurate. Accordingly,
investors are strongly advised to read the following sections of this Prospectus: "Risk Factors" and "LANXESS AG".
These sections include more detailed descriptions of factors that might have an impact on LANXESS Group's business
and the markets in which it operates. Furthermore, new risk factors may emerge from time to time and it is not possible
for the Issuer to predict all such risk factors. The Issuer cannot assess the impact of all risk factors on LANXESS Group's
business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from
those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue
reliance on forward-looking statements as a prediction of actual results.
In light of these risks, uncertainties and assumptions, future events described in this Prospectus may not occur. In addition,
neither the Issuer nor the Dealers assume any obligation, except as required by law, to update any forward-looking
statement or to conform these forward-looking statements to actual events or developments.
ALTERNATIVE PERFORMANCE MEASURES
This Prospectus contains certain alternative performance measures, as defined in the guidelines issued by ESMA
concerning the presentation of alternative performance measures disclosed in regulated information and prospectuses
published as from 3 July 2016, which are not recognized financial measures under the International Financial Reporting
Standards as adopted by the European Union ("IFRS") or any other generally accepted accounting principles ("GAAP")
("Non-GAAP Measures"). These Non-GAAP Measures may not be comparable to similarly titled measures of other
companies. The Non-GAAP-Measures include: EBITDA Pre Exceptionals, Margin on EBITDA Pre Exceptionals,
Exceptional items in EBITDA, Net financial liabilities after deduction of short-term money market investments and
securities. Such Non-GAAP Measures must be considered only in addition to, and not as a substitute for or superior to,
5

financial information prepared in accordance with IFRS included elsewhere or incorporated by reference in this
Prospectus. Investors are cautioned not to place undue reliance on these Non-GAAP Measures and are also advised to
review them in conjunction with the consolidated financial statements of the Issuer including the related notes thereto,
incorporated by reference in this Prospectus.
ESG RATINGS
The Issuer's exposure to environmental, social and governance ("ESG") risks and the related management arrangements
established to mitigate those risks may be assessed by several agencies, among others, through environmental, social
and governance ratings ("ESG ratings").
ESG ratings may vary amongst ESG ratings agencies as the methodologies used to determine ESG ratings may differ.
The Issuer's ESG ratings (if any) are not necessarily indicative of its current or future operating or financial performance,
or any future ability to service the Notes and are only current as of the dates on which they were initially issued.
Prospective investors must determine for themselves the relevance of any such ESG ratings information contained in
this Prospectus or elsewhere in making an investment decision. Furthermore, ESG ratings shall not be deemed to be a
recommendation by the Issuer, the Arranger, the Dealers or any other person to buy, sell or hold the Notes. Currently,
the providers of such ESG ratings are not subject to any regulatory or other similar oversight in respect of their
determination and award of ESG ratings. For more information regarding the assessment methodologies used to
determine ESG ratings, please refer to the relevant ratings agency's website (which website does not form a part of, nor
is incorporated by reference in, this Prospectus).
6

TABLE OF CONTENTS
GENERAL DESCRIPTION OF THE PROGRAMME .................................................................................... 8
RISK FACTORS ................................................................................................................................................. 11
CONSENT TO USE THE PROSPECTUS ....................................................................................................... 22
TERMS AND CONDITIONS OF THE NOTES .............................................................................................. 25
DESCRIPTION OF RULES REGARDING RESOLUTIONS OF HOLDERS .......................................... 124
FORM OF FINAL TERMS ............................................................................................................................. 125
LANXESS AG ................................................................................................................................................... 144
TAXATION WARNING .................................................................................................................................. 157
SUBSCRIPTION AND SALE .......................................................................................................................... 158
GENERAL INFORMATION .......................................................................................................................... 165
INCORPORATION BY REFERENCE .......................................................................................................... 167
NAMES AND ADDRESSES ............................................................................................................................ 169
7

GENERAL DESCRIPTION OF THE PROGRAMME
I. General
Under the Programme, LANXESS AG may from time to time issue Notes in Series (each Series consisting of one or
more Tranches) (each as defined below) to one or more of the Dealers or directly to investors.
Deutsche Bank Aktiengesellschaft acts as arranger in respect of the Programme (the "Arranger").
The maximum aggregate principal amount of the Notes at any time outstanding under the Programme will not exceed
5,000,000,000 (or its equivalent in any other currency). The Issuer may increase the amount of the Programme from
time to time.
Notes may be issued on a continuing basis to one or more of the Dealers. Notes may be distributed by way of public or
private placements and, in each case, on a syndicated or non-syndicated basis. The method of distribution of each
Tranche will be stated in the Final Terms. Notes may be offered to non-qualified and/or qualified investors, unless the
applicable Final Terms include a legend entitled "Prohibition of Sales to EEA Retail Investors" and/or "Prohibition of

Sales to UK Retail Investors".
Notes may be issued on a continuous basis in Tranches (each a "Tranche"). One or more Tranches, which are expressed
to be consolidated and forming a single series and identical in all respects, but having different issue dates, interest
commencement dates, issue prices and dates for first interest payments may form a Series ("Series") of Notes. Further
Notes may be issued as part of existing Series. The specific terms of each Tranche will be set forth in the applicable
Final Terms.
Notes will be issued in such denominations as may be agreed between the Issuer and the relevant Dealer(s) and as
indicated in the applicable Final Terms save that the minimum denomination of the Notes will be, if in Euro, 1,000, if
in any currency other than Euro, in an amount in such other currency at least equivalent to 1,000 at the time of the
issue of Notes. Notes will be issued with a maturity of twelve months or more. The Notes will be freely transferable.
Notes may be issued at an issue price which is at par or at a discount to, or premium over, par, as stated in the applicable
Final Terms. The issue price for Notes to be issued will be determined at the time of pricing on the basis of a spread
which will be determined on the basis of the orders of the investors which are received by the Dealers during the offer
period. Orders will specify a minimum spread and may only be confirmed at or above such spread. The resulting spread
will be used to determine an issue price, all to correspond to the spread.
The yield for Notes with fixed interest rates will be calculated by the use of the International Capital Market Association
("ICMA") method, which determines the effective interest rate of notes taking into account accrued interest on a daily
basis.
The Risk Factors included into this Prospectus are limited to risks which are (i) specific to LANXESS AG as Issuer as
well as to the Notes, and (ii) material for taking an informed investment decision. They are presented in a limited number
of categories depending on their nature. In each category the most material risk factor is mentioned first.
Under this Prospectus a summary will only be drawn up in relation to an issue of Notes with a denomination of less than
100,000 (or its equivalent in other currencies). Such an issue-specific summary will be annexed to the applicable Final
Terms.
Application has been made to list Notes on the official list of the Luxembourg Stock Exchange and admit the Notes to
trading on the regulated market "Bourse de Luxembourg" or on the professional segment of the regulated market which
is a regulated market for the purposes of MiFID II. Notes may further be issued under the Programme which may be
listed on the Frankfurt Stock Exchange or will not be listed on any stock exchange at all.
Notes will be accepted for clearing through one or more Clearing Systems as specified in the applicable Final Terms.
These systems will include those operated by Clearstream Banking AG (Neue Börsenstraße 1, 60487 Frankfurt am Main,
Federal Republic of Germany), Clearstream Banking S.A. (42 Avenue JF Kennedy, 1855 Luxembourg, Grand Duchy
of Luxembourg) and Euroclear Bank SA/NV (Boulevard du Roi Albert II, 1210 Brussels, Belgium). Notes denominated
in euro or, as the case may be, such other currency recognised from time to time for the purposes of eligible collateral
for Eurosystem monetary policy and intra-day credit operations by the Eurosystem are intended to be held in a manner,
which would allow Eurosystem eligibility. For that purpose the Notes will be deposited initially upon issue with in the
case of (i) a new global note either by Clearstream Banking S.A., Luxembourg or Euroclear Bank SA/NV as common
8

safekeeper or, (ii) a classical global note by Clearstream Banking AG, Frankfurt am Main. It does not necessarily mean
that the Notes will be recognized as eligible collateral for Eurosystem monetary policy and intra-day credit operations
by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction
of the Eurosystem eligibility criteria.
Deutsche Bank Aktiengesellschaft will act as fiscal agent (the "Fiscal Agent"). Deutsche Bank Aktiengesellschaft and
other institutions, all as indicated in the applicable Final Terms, will act as paying agents (the "Paying Agents").
II. Issue Procedures
General
The Issuer and the relevant Dealer(s) will agree on the terms and conditions applicable to each particular Tranche of
Notes (the "Conditions"). The Conditions will be constituted by the relevant set of Terms and Conditions of the Notes
set forth below (the "Terms and Conditions") as further specified by the provisions of the Final Terms as set out below.
Options for sets of Terms and Conditions
A separate set of Terms and Conditions applies to each type of Notes, as set forth below. The Final Terms provide for
the Issuer to choose among the following Options:
Option I Terms and Conditions for Notes with fixed interest rates (and Option I A, Option I B as well as Option I C as
defined in "Documents incorporated by Reference");
Option II Terms and Conditions for Notes with floating interest rates (and Option II A as well as Option II B as defined
in "Documents incorporated by Reference");
Option III Terms and Conditions for Notes linked to sustainability-related key performance indicators (and Option III
A as defined in "Documents incorporated by Reference").
With respect to each type of Notes, the respective Option I A, Option I B, Option I C, Option II A, Option II B and
Option III A is incorporated by reference into this Prospectus for the purpose of a potential increase of Notes outstanding
and originally issued prior to the date of this Prospectus.
Documentation of the Conditions
The Issuer may document the Conditions of an individual issue of Notes in either of the following ways:
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The Final Terms shall be completed as set out therein. The Final Terms shall determine which of Option I,

Option II or Option III, including certain further options contained therein, respectively, shall be applicable to
the individual issue of Notes by replicating the relevant provisions and completing the relevant placeholders
of the relevant set of Terms and Conditions as set out in the Prospectus in the Final Terms. The replicated and
completed provisions of the set of Terms and Conditions shall constitute the Conditions, which will be attached
to each global note representing the Notes of the relevant Tranche. This type of documentation of the
Conditions will be used where the Notes are publicly offered, in whole or in part, or are to be initially
distributed, in whole or in part, to non-qualified investors.
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Alternatively, the Final Terms shall determine which of Option I, Option II and Option III of the respective

further options contained in each of Option I, Option II or Option III are applicable to the individual issue by
only referring to the specific sections of the relevant set of Terms and Conditions as set out in the Prospectus.
The Final Terms will specify that the provisions of the Final Terms and the relevant set of Terms and Conditions
as set out in the Prospectus, taken together, shall constitute the Conditions. Each global note representing a
particular Tranche of Notes will have the Final Terms and the relevant set of Terms and Conditions as set out
in the Prospectus attached.
Determination of Options / Completion of Placeholders
The Final Terms shall determine which of Option I, Option II or Option III shall be applicable to the individual issue of
Notes. Each of the sets of Terms and Conditions of Option I, Option II or Option III contains also certain further options
(characterised by indicating the optional provision through instructions and explanatory notes set out in the square
brackets within the text of the relevant set of Terms and Conditions as set out in the Prospectus) as well as placeholders
(characterised by square brackets which include the relevant items) which will be determined by the Final Terms as
follows:
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Determination of Options
The Issuer will determine which options will be applicable to the individual issue either by replicating the relevant
provisions in the Final Terms or by reference of the Final Terms to the sections of the relevant set of Terms and
Conditions as set out in the Prospectus. If the Final Terms do not replicate or refer to an alternative or optional provision
it shall be deemed to be deleted from the Conditions.
Completion of Placeholders
The Final Terms will specify the information with which the placeholders in the relevant set of Terms and Conditions
will be completed. In case the provisions of the Final Terms and the relevant set of Terms and Conditions, taken together,
shall constitute the Conditions the relevant set of Terms and Conditions shall be deemed to be completed by the
information contained in the Final Terms as if such information were inserted in the placeholders of such provisions.
In that case, all instructions and explanatory notes and text set out in square brackets in the relevant set of Terms and
Conditions and any footnotes and explanatory text in the Final Terms will be deemed to be deleted from the Conditions.
Controlling Language
As to the controlling language of the respective Conditions, the following applies:
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In the case of Notes (i) publicly offered, in whole or in part, in Germany, or (ii) initially distributed, in whole

or in part, to non-qualified investors in Germany, German will be the controlling language. If, in the event of
such public offer or distribution to non-qualified investors, however, English is chosen as the controlling
language, a German language translation of the Conditions will be available from the principal offices of the
Fiscal Agent and the Issuer as specified on the back of this Prospectus.
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In other cases, the Issuer will elect either German or English to be the controlling language.

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