Questions & Answers – Annual Shareholders' Meeting 2024

When and where does the next Annual Shareholders’ Meeting take place?

Our next Annual Shareholders’ Meeting will be held on May 8, 2024, starting at 10 a.m. (CEST)

This year’s Annual Shareholders’ Meeting will be held as a virtual meeting with neither the shareholders nor their authorized representatives being physically present at the site of the meeting.

The entire virtual Annual Shareholders’ Meeting will be broadcast live (video and audio) for duly registered and legitimate shareholders and their proxy representatives via the password-protected shareholder portal at www.wacker.com/hauptversammlung from 10:00 a.m. (CEST) on May 8, 2024.

How shareholders and their proxy representatives access the shareholder portal is described below in the section “Shareholder Portal”.

Shareholders and their proxies exercise voting rights exclusively by electronic absentee voting or by authorizing and instructing company-appointed proxy representatives.

Shareholders and their proxies (with the exception of the company-appointed proxy representatives) have neither the right to attend, nor option of attending, this meeting in person.


Is it possible to take part in the Annual Shareholders Meeting via the Internet?

The entire virtual Annual Shareholders’ Meeting will be broadcast live (video and audio) for duly registered and legitimate shareholders and their proxy representatives via the password-protected shareholder portal at www.wacker.com/hauptversammlung from 10:00 a.m. (CEST) on May 8, 2024.

How shareholders and their proxy representatives access the shareholder portal is described below in the section “Shareholder Portal”.


How long will the Annual Shareholders' Meeting take?

The meeting's length depends on the number of speakers and shareholder and shareholder-representative questions to be answered by the Executive and Supervisory Boards. Thus, this cannot be determined in advance.


In which language will the Annual Shareholders' Meeting be held?

The meeting will be held in German.


What is the schedule of the meeting?

The Annual Shareholders Meeting will begin at 10:00 a.m. (CEST).

A half-hour before the start of the virtual Annual Shareholders’ Meeting (i.e. 9:30 a.m., CEST), a virtual registration table will become available in the shareholder portal at www.wacker.com/hauptversammlung, where shareholders or their proxy representatives can register their speeches.

Please refer to the invitation for the complete agenda.

Who can participate in the Annual Shareholders’ Meeting?

The Annual Shareholders’ Meeting allows shareholders to ask questions and vote. Of course, every shareholder can participate in the meeting virtually or via a proxy.

The preconditions for participation are possession of WACKER shares at the time of the “Record Date” on April 16, 2024 (24:00 hours, CEST), and having registered by May 1, 2024 (24:00 hours, CEST).


What is the significance of the Record Date?

The Record Date is the date that determines whether, and to what extent, shareholders can exercise their participation, voting and other rights regarding the virtual Annual Shareholders’ Meeting. From the standpoint of the company, only those shareholders who have provided proof of share ownership by the Record Date are eligible to participate in the virtual Annual Shareholders’ Meeting and exercise their voting and other rights. Stock portfolio changes after the Record Date have no effect upon this eligibility.

Persons who do not yet possess shares on the Record Date but become shareholders afterward are only entitled to participate and exercise voting and other rights for the shares they own if the company has received a registration application and proof of the previous owner’s shareholding in the required form and by the stipulated deadline, and only if the previous shareholder has properly authorized the new shareholder or empowered the latter to exercise such rights. Shareholders who have duly registered and provided the proof of ownership are entitled to attend the virtual Annual Shareholders’ Meeting (i.e. to follow the meeting electronically) and exercise their voting and other rights even if they have sold their shares after the Record Date.

The Record Date has no effect on the salability of shares and is irrelevant as regards any dividend entitlement.


How can I obtain a ticket to the Annual Shareholders’ Meeting?

If you are a shareholder, you will receive an invitation to the Annual Shareholders’ Meeting via your custodian bank.

WACKER shares are not registered shares, but rather bearer shares. Thus, Wacker Chemie AG does not know the identity of its shareholders. The invitation is only possible via your custodian bank and not directly from Wacker Chemie AG.


What do I do if I have not received an invitation to the Annual Shareholders’ Meeting?

The invitation is only possible via your custodian bank and not directly from Wacker Chemie AG due to the fact that our shares are bearer shares.

If you owned shares on the Record Date (April 16, 2024, 24:00 hours, CEST), but did not receive an invitation, please contact your custodian bank to requestion an invitation.


How do shareholders obtain the required access data for the shareholder portal?

After successful registration, shareholders will receive the access data required for the shareholder portal along with confirmation of their registration.

The company has set up a password-protected shareholder portal at www.wacker.com/hauptversammlung for the Annual Shareholders’ Meeting. Shareholders who have duly registered and provided proof of their share ownership, or their proxy representatives, can use the shareholder portal to exercise the rights.

The use of the shareholder portal by proxy representatives requires that the proxy givers provide their proxies with the personalized data for the shareholder portal that are sent with the registration confirmation, unless these proxies have already received this confirmation directly.

Shareholders and their proxies who use the shareholder portal during the virtual Annual Shareholders’ Meeting on May 8, 2024 – i.e. from its start until the chair of the meeting closes it – are linked online to the meeting for its duration, as defined in Section 121 (4b) sentence 1 of the German Stock Corporation Act.

The shareholder portal is scheduled to be available as of April 17, 2024.


What is the procedure for the electronic absentee vote?

Shareholders and their proxies exercise voting rights exclusively by electronic absentee voting or by authorizing and instructing company-appointed proxy representatives.

Shareholders may exercise voting rights by electronic absentee voting via the password-protected shareholder portal at www.wacker.com/hauptversammlung even if they do not participate in the virtual Annual Shareholders’ Meeting.

Electronic absentee voting via the password-protected shareholder portal is expected to begin on April 17, 2024, in line with the procedure provided, and is still possible during the virtual Annual Shareholders’ Meeting on May 8, 2024 up until the start of the voting phase there. Until that point in time, any absentee vote previously cast can be revoked or changed via the shareholder portal.

Please note that no other means of communication are available for absentee voting. In particular, it is not possible to submit absentee votes by post.

Proxy representatives (including intermediaries, shareholder associations, proxy advisors and other equivalent persons as defined in Section 135 (8) of the German Stock Corporation Act) may also use electronic absentee voting. The provisions on the granting, revoking and furnishing proof of a proxy authorization remain unaffected.


How do I authorize a representative to the Annual Shareholders Meeting with proxy voting rights and instructions?

a) Shareholders have the option to have their voting rights exercised by a company-appointed proxy representative who is bound by their instructions.

Authorizations and instructions for the company’s proxies must be received to the following address no later than midnight (24:00 hours, CEST) on May 7, 2024.

Wacker Chemie AG
c/o Computershare Operations Center
80249 Munich, Germany
Email: Anmeldestelle@computershare.de

Before the Annual Shareholders’ Meeting, authorizations and instructions sent to the company’s proxies in this manner can be revoked or changed until midnight (24:00 hours, CEST) on May 7, 2024.

Further, starting probably from April 17, 2024, right up until the voting phase begins during the virtual Annual Shareholders’ Meeting of May 8, 2024, shareholders may grant, change or revoke their authorizations and instructions to the company’s proxies via the shareholder portal.

b) Shareholders may also be represented by a proxy representative (for example, an intermediary, a shareholder association, a proxy advisor or another third party) and have their voting rights and other rights exercised by this representative.

Proxy authorization can be granted using the authorization form sent to shareholders along with the registration confirmation.

The following email address is available for the declaration of a proxy authorization to the company, its revocation and the transmission of proof of an authorization declared to a proxy representative or its revocation:

Anmeldestelle@computershare.de

I would like to speak at the Annual Shareholders’ Meeting. What do I need to do?

Shareholders or their proxy representatives who are connected to the Annual Shareholders’ Meeting electronically have the right to speak there by means of video communication. Motions and nominations pursuant to Section 118a (1) sentence 2, no. 3 of the German Stock Corporation Act and all types of information requests pursuant to Section 131 of the German Stock Corporation Act may form part of a speech.

A half-hour before the start of the virtual Annual Shareholders’ Meeting (i.e. 9:30 a.m., CEST), a virtual registration table will become available in the shareholder portal at www.wacker.com/hauptversammlung, where shareholders or their proxy representatives can register their speeches.

Shareholders or their proxy representatives who have duly registered a speech will be called at a time determined by the chair of the meeting and asked to enter a virtual waiting room. This virtual waiting room can be accessed directly via the shareholder portal by clicking on a pop-up window.

For a live video broadcast during the Annual Shareholders’ Meeting, shareholders or their proxies require an internet-enabled device (such as a laptop, tablet or smartphone), a stable internet connection, and a camera and a microphone that can be accessed by their internet browser.

The company reserves the right to check video functionality between shareholders/proxies and the company in the meeting prior to a speech and to reject the speech if this functionality is not ensured. Information and recommendations about optimum video functionality are available on the company's website at wwww.wacker.com/hauptversammlung.

As per Section 15 (2) sentence 3 of the company’s Articles of Association, the chair of the meeting may reasonably limit the time available to shareholders during the question-and-answer session.

Where can I view countermotions?

Shareholders may send the company countermotions to an Executive and/or Supervisory Board proposal on a specific agenda item and also submit nominations to the company.

Countermotions and nominations by shareholders received by the company at the address below by no later than 24:00 hours (CEST) on April 23, 2024, will be published on the com-pany’s website (www.wacker.com/hauptversammlung) immediately after receipt, along with the name of the shareholder, any requisite justifications to be published and, where applicable, the requisite content to be added pursuant to Section 127 sentence 4 of the German Stock Corporation Act:

Wacker Chemie AG
Investor Relations
Hanns-Seidel-Platz 4
81737 Munich, Germany
Email: hauptversammlung@wacker.com

When will dividends be paid out?

Dividends will be paid out to custodian banks on the third business day (May 13, 2024) following the Annual Shareholders’ Meeting.

Please contact your custodian bank in order to enquire the exact date of the payout of the dividends.


By when do I have to purchase shares in order to be entitled to receive dividends?

All shareholders who own shares on the day of the Annual Shareholders’ Meeting, i.e. May 8, 2024, (24:00 hours, CEST) are entitled to receive dividends.


Will dividends be paid out for the fiscal year 2023?

The appropriation of profits will be determined during the Annual Shareholders’ Meeting. The Executive and Supervisory Boards will propose a dividend of € 3 per dividend-entitled share.