Annual General Meeting

Shareholders of Clariant AG were invited to attend and participate in the Annual General Meeting (“AGM”) held on Tuesday, 4 April 2023 at 9.30 am. The meeting was held at the Congress Center Basel, CH-4058 Basel, Switzerland.

Annual general meeting 2023

Clariant’s shareholders approve all agenda items

• Integrated Report, Financial Statements and Consolidated Financial Statements of Clariant for the fiscal year 2022 approved
• Increased distribution of CHF 0.42 per share confirmed
• Proposed amendments to the Articles of Association approved
• Günter von Au, Chairman of the Board of Directors, confirmed in office
• All members of the Board of Directors discharged and reelected

MUTTENZ, APRIL 4, 2023 - Clariant, a focused, sustainable, and innovative specialty chemical company, today held its 28th Annual General Meeting (AGM) where shareholders approved all agenda items and resolutions as proposed by the Board of Directors. The meeting in Basel, Switzerland, was attended by 237 shareholders and shareholder representatives accounting for 228'758'357 shares or around 68.92 % of the share capital of Clariant.

The Integrated Report 2022 as well as the Financial Statements and Consolidated Financial Statements of Clariant for the 2022 fiscal year were approved with 94.65 % of the votes. The 2022 Compensation Report was also approved on an advisory basis with 89.09 % of the votes. The members of the Board of Directors and the Executive Steering Committee/Executive Committee were discharged with 90.86 % of the votes.

The Annual General Meeting reelected Günter von Au as Chairman of the Board of Directors until the Annual General Meeting 2024 with 89.51 %. The ten other members of the Board of Directors were also reelected by a large majority until the next Annual General Meeting. The four members of the Compensation Committee were confirmed in office for another year.

Following the proposal by the Board of Directors, the shareholders agreed to a distribution of CHF 0.42 per share with 94.74 %. This increased distribution shall be made through capital reduction by way of par value reduction.

“We can be proud of the transformation that Clariant went through over the past years to evolve into a true specialty chemicals company,” said Günter von Au, Chairman of Clariant’s Board of Directors. “Thanks to the trust and continuous support from all our stakeholders including our shareholders, Clariant was able to demonstrate that we set the right strategy for sustainable value creation and profitable growth. Now it is about implementing our concept and convincing the capital market.”

Conrad Keijzer, Chief Executive Officer of Clariant added: “In 2022, we successfully progressed towards our 2025 financial and non-financial targets, despite a turbulent environment. Our colleagues worked hard to deliver our own sustainability transformation and that of our customers. Our future value creation will be driven by our purpose-led growth strategy, by our strong valuebased culture and by our new operating model, that allows us to be closer to our customers, act faster and empower our people.”

All proposed amendments to the Articles of Association were approved by the shareholders. The amendments were required as a consequence of the revision of the Swiss Code of Obligations regarding corporate law or recommended by Clariant to simplify certain provisions or to adapt its Articles to newer standards.

Further, Dr. Balthasar Settelen, attorney, was reelected as independent proxy until the next Annual General Meeting and KPMG was confirmed as the statutory auditor for 2023.

The proposal for total compensation of the Board of Directors for the term from the 2023 to the 2024 Annual General Meeting was approved with 92.03 % of the votes, as was the total compensation of the Executive Steering Committee for the 2024 fiscal year, with 89.41 % of the votes.

The Annual General Meeting ("AGM") of Clariant AG was held on Friday, 24 June, 2022 at 09:30 a.m. The AGM was held virtually, where shareholders were able to exercise their rights exclusively via the independent proxy.

Annual general meeting 2022

Clariant’s shareholders approve all agenda items

• Integrated Report and Group Consolidated Financial Statements for fiscal year 2021 approved
• Günter von Au reelected as Chairman of the Board of Directors
• Three new candidates join the Board of Directors: Ahmed Mohamed Alumar, Roberto César Gualdoni, Naveena Shastri
• Confirmed distribution of CHF 0.40 per share
• KPMG confirmed as statutory auditor from 2022

Muttenz, June 24, 2022 – Clariant, a focused, sustainable, and innovative specialty chemical company, today held its 27th Annual General Meeting (AGM) where the shareholders approved all agenda items and resolutions as proposed by the Board of Directors. The AGM was held virtually, where shareholders were able to exercise their rights exclusively via the independent proxy. Overall, 698'945'298 shares or around 70.19 % of the share capital of Clariant were represented.

Günter von Au was reelected as Chairman of the Board of Directors. Additionally, three new members were voted to join by a large majority: Ahmed Mohamed Alumar, Saudi Arabian Citizen; Roberto César Gualdoni, German and Italian Citizen; Naveena Shastri, US Citizen. These candidates were nominated by SABIC International Holdings B.V. As all other Board Members have been reelected, the Board’s female members increase to 36 %.

The Integrated Report as well as the Financial Statements and Consolidated Financial Statements of Clariant for the 2021 fiscal year were approved with 99.80 % of the votes. The 2021 Compensation Report was also approved on an advisory basis with 91.87 % of the votes.

A distribution of CHF 0.40 per share for all shareholders was agreed during this year’s AGM with 94.83 % of the votes. This distribution represents an attractive pay-out ratio of 49 % of continuing operations earnings per share (EPS: CHF 0.81) and is proposed to be made through capital reduction by way of a par value reduction.

After two decades with the same, trusted partner, shareholders further voted KPMG to become Clariant’s new statutory auditor from 2022.

“We can look back at a year that yielded many changes and external challenges, but in which Clariant proved its resilience and produced very strong results nonetheless,” said Günter von Au, Chairman of the Board of Directors. “We are well under way to becoming one of the world’s leading companies for specialty chemicals, generating sustainable, profitable growth and increasing the value we create for all our stakeholders.”

“We have been successful in the last year not only in moving toward achieving our mid-term targets, which we recently confirmed at the publication of our first quarter figures, but also in creating our new purpose ‘Greater chemistry – between people and planet’”, said Conrad Keijzer, Chief Executive Officer at Clariant. “I’m grateful for the trust and commitment of our customers, employees and shareholders as we have undergone the necessary transformational shifts to live up to our purpose and achieve our goals. Together we have been able to increase Clariant’s profitability, improve our sustainability profile and simultaneously contribute to the global sustainability agenda with our innovations.”

The Annual General Meeting ("AGM") of Clariant AG was held on Wednesday, 7 April, 2021 at 10:30 a.m. Due to the ongoing situation with the spread of the coronavirus, shareholders were not allowed to attend the Annual General Meeting 2021 in person.

Annual general meeting 2021

Clariant’s shareholders approve all agenda items

• Distribution of CHF 0.70 for Group’s performance over past two financial years approved
• Integrated Report and Group Consolidated Financial Statements for fiscal year 2020 approved
• Shareholders approve Compensation Report 2020 on an advisory basis
• Günter von Au newly elected as Chairman of the Board of Directors

Muttenz, April 7, 2021 – At today’s Annual General Meeting, the shareholders of Clariant Ltd, a focused, sustainable and innovative specialty chemical company, approved all agenda items and resolutions proposed by the Board of Directors, including the election of Günter von Au as new Chairman of the Board of Directors.

Due to the ongoing situation with regard to the spread of the coronavirus, shareholders could not attend this year’s Annual General Meeting in person and could exercise their rights exclusively via the independent proxy. Overall, 231 091 133 shares or around 69.62 % of the share capital of Clariant were represented.

Günter von Au, Chairman of Clariant’s Board of Directors, said “It is a great honor for me to be elected as Chairman of the Board of Directors, especially because of the close relationship that I have with this company for almost a decade now. Together with all my fellow board members as well as CEO Conrad Keijzer, I look forward to continuing Clariant’s successful path towards becoming one of the world’s leading companies for specialty chemicals and create value for all stakeholders, including shareholders.”

“I wish to thank all Clariant customers, employees and shareholders for the trust, commitment and loyalty that I have experienced during my time as Member of the Board, CEO and Chairman. I am proud of all our achievements and am convinced that I leave Clariant on a strong basis from which it can continue its path of sustainable, profitable growth”, commented Hariolf Kottmann, former Chairman of Clariant’s Board of Directors.

Conrad Keijzer, CEO of Clariant, said: “The 2020 results prove the resilience of our portfolio and the hard work of our teams. We will now focus on unleashing the full potential of our three core Business Areas to strengthen our profile as a true specialty chemicals company. Today, I have shared my confidence with our shareholders that our strong market positions can deliver leading financial performance and thereby further increase the value of Clariant.”

At the Annual General Meeting, the Integrated Report as well as the Financial Statements and Consolidated Financial Statements of Clariant for the 2020 fiscal year were approved with 99.89 % of the votes. The 2020 Compensation Report was also approved on an advisory basis with 92.55 % of the votes. The members of the Board of Directors and the Executive Committee were discharged with 99.47 % of the votes.

In addition, the Annual General Meeting approved a distribution through capital reduction (par value reduction) of CHF 0.70 per share, with 99.84 % of the votes. The CHF 0.70 distribution should not be interpreted as a recurring dividend or distribution as it takes into consideration the Group’s performance of the past two financial years (CHF 0.55 per share for FY 2019 and CHF 0.15 per share for FY 2020).

The Annual General Meeting approved the election of Günter von Au as new Chairman of the Board of Directors until the Annual General Meeting 2022 with 97.96 %. Günter von Au has been a member of the Board of Directors since 2012 and acted as Vice Chairman from 2012 to 2018. The ten other members of the Board of Directors were also reelected by a large majority until the next Annual General Meeting. Further, Dr. Balthasar Settelen, attorney, was reelected as independent proxy until the next Annual General Meeting and PricewaterhouseCoopers AG was confirmed as the statutory auditor for 2021.

The proposal for total compensation of the Board of Directors for the term from the 2021 to the 2022 Annual General Meeting was approved with 92.82 % of the votes, as was the total compensation of the Executive Committee for the 2022 fiscal year, with 93.39 % of the votes.

The Annual General Meeting ("AGM") of Clariant AG was held on Monday, 29 June, 2020 at 10:30 am at the Congress Center Basel, Messeplatz 21, CH-4058 Basel, Switzerland.

Annual general meeting 2020

Clariant’s shareholders approve all agenda items

• Extraordinary distribution of CHF 3.00 per share, subject to the closing of the Masterbatches transaction, confirmed
• Withholding of regular distribution and carrying forward to available earnings confirmed
• Nader I. Alwehibi and Thilo Mannhardt newly elected as members of the Board of Directors

Muttenz, June 29, 2020 – At today’s Annual General Meeting in Basel, the shareholders of Clariant Ltd, a focused, sustainable and innovative specialty chemical company, approved all agenda items and resolutions proposed by the Board of Directors. Due to the ongoing situation with regard to the spread of the coronavirus, shareholders could not attend this year’s Annual General Meeting in person and could exercise their rights exclusively via the independent proxy. Overall, 222 864 693 shares or around 67.14 % of the share capital of Clariant were represented.

Hariolf Kottmann, Executive Chairman ad interim, said: “The results we achieved in the year 2019 in a challenging economic and political environment prove the resilience of our portfolio. They also confirm the success of our long-term strategy with which we want to move further into the leading group of the specialty chemicals industry. Clariant's development over the last 25 years is a story of constant change, and even in an ever-changing environment Clariant will also have a good future.”

At the Annual General Meeting, the Integrated Report as well as the Financial Statements and Consolidated Financial Statements of Clariant for the 2019 fiscal year were approved with 99.96 % of the votes. The 2019 Compensation Report was also approved on an advisory basis with 87.93 % of the votes. The members of the Board of Directors and the Executive Committee were discharged with 95.04 % of the votes. In addition, the Annual General Meeting approved the withholding of a regular distribution and the appropriation of the accumulated profit for 2019 to voluntary retained earnings with 99.56 % of the votes. The proposal for an extraordinary distribution of CHF 3.00 per share, subject to the closing of the Masterbatches transaction, was approved with 97.18 % of the votes.

Nominated by the Board of Directors, Nader I. Alwehibi (*1980), a Saudi Arabian citizen, and Thilo Mannhardt (*1954), a German citizen, were elected as board members by a large majority of the votes. Khaled Homza A. Nahas and Carlo G. Soave resigned from the Board of Directors.
The newly elected members of the Board of Directors were appointed until the Annual General Meeting 2021.

The ten other members of the Board of Directors were also reelected by a large majority until the Annual General Meeting 2021, as was the Chairman of the Board of Directors, Hariolf Kottmann. Further, Dr. Balthasar Settelen, attorney, was reelected as independent proxy until the Annual General Meeting 2021 and PricewaterhouseCoopers AG was confirmed as the statutory auditor for 2020.

Eveline Saupper, Independent Lead Director, said: "I want to thank the shareholders for the trust they place in the Board of Directors. This strengthens me to fulfill my duty as Independent Lead Director until a new CEO has been appointed and Clariant again has two individuals for the positions of CEO and Chairman."

The proposal for total compensation of the Board of Directors for the term from the 2020 to the 2021 Annual General Meeting was approved with 87.79 % of the votes, as was the total compensation of the Executive Committee for the 2021 fiscal year, with 89.29 % of the votes.