Compensation system for Supervisory Board members

A. Compensation Provisions for the Supervisory Board

The compensation for members of the Supervisory Board is dealt with in Section 12 of Wacker Chemie AG’s Articles of Association, which – taking into account the proposed increases of the fixed compensation and the flat reimbursement of expenses – reads as follows:

Section 12 Compensation of the Supervisory Board

(1) The members of the Supervisory Board shall receive fixed annual compensation payable at the end of the financial year amounting to €100,000 (in words: one hundred thousand euros). Members of the Supervisory Board who join or leave the Supervisory Board during a fiscal year shall receive a pro rata share of such compensation.

(2) The compensation outlined in Subsection 1 above shall be multiplied by a factor of 3 for the chairman of the Supervisory Board, by a factor of 2 for his deputy or a chairman of a committee and by a factor of 1.5 for any member of a committee. Where a person serves in more than one function, his/her additional functions shall not be taken into account, i.e. the chairman and his/her deputy shall not be entitled to additional factors if they serve on multiple committees and where members of the Supervisory Board serve on multiple committees, their service shall only be taken into account once.

(3) The Company shall reimburse the members of the Supervisory Board for their necessary expenses in the form of a flat fee. The flat fee shall be €25,000 (in words: twenty-five thousand euros) per calendar year. The Company shall reimburse the members of the Supervisory Board for value-added tax provided that they are entitled to charge the Company this tax separately and they exercise this right.

(4) The Company shall arrange adequate insurance protection for the members of the Supervisory Board; in particular, it shall take out D&O insurance for them.

B. Detailed Description of Compensation and the Underlying Compensation System for the Supervisory Board (Disclosures According to Section 113 (3), Sentence 3, in conjunction with Section 87a (1), Sentence 2, German Stock Corporation Act)

a) Contribution of compensation to promote the business strategy and long-term development of Wacker Chemie AG (Section 113 (3), sentence 3, in conjunction with Section 87a (1), sentence 2, no. 2, German Stock Corporation Act)

Supervisory Board compensation promotes the business strategy and long-term development of the Company in that the nature of compensation is tailored to market needs, thereby making it possible to gain highly qualified individuals as members of the Supervisory Board.

b) Compensation components (Section 113 (3), sentence 3, in conjunction with Section 87a (1), sentence 2, no. 3, German Stock Corporation Act)

Supervisory Board compensation is made up solely of fixed components.

The fixed annual compensation for Supervisory Board members amounts to €100,000 (taking into account the increase proposed to the 2022 Annual Shareholders’ Meeting).

Owing to the additional time and effort involved in performing certain duties and in view of Recommendation G.17 of the German Corporate Governance Code (2019 version), compensation for the Supervisory Board chairman is multiplied by a factor of 3. A factor of 2 is applied to the Chairman’s deputy and to committee chairs, while compensation for committee members is multiplied by a factor of 1.5. Where a person serves in more than one function, his/her additional functions shall not be taken into account, which means that the chairman and his/her deputy shall not be entitled to additional factors if they serve on multiple committees. In instances where members of the Supervisory Board serve on multiple committees, their service shall only be taken into account once. Supervisory Board members who join, or depart from, the Supervisory Board during a particular year receive prorated compensation.

The Company shall, moreover, reimburse the members of the Supervisory Board for their necessary expenses in the form of a flat fee. This flat fee for expenses shall amount to €25,000 (taking account of the increase proposed to the 2022 Annual Shareholders’ Meeting). The Company further provides Supervisory Board members with appropriate insurance coverage in the form of D&O insurance with no deductible.

c) Procedures for determining, implementing and reviewing the compensation system (Section 113 (3), sentence 3, in conjunction with Section 87a (1), sentence 2, no. 10, German Stock Corporation Act)

Supervisory Board compensation is either defined in the Articles of Association or approved by shareholder resolution at a Shareholders’ Meeting. Supervisory Board compensation is currently dealt with in Section 12 of Wacker Chemie AG’s Articles of Association.

The Executive and Supervisory Boards must review the compensation provisions and the compensation system regularly for appropriateness, and they may consult with external executive compensation experts when doing so. The Shareholders’ Meeting votes on Supervisory Board compensation at least once every four years and in the case of proposals to modify the compensation provisions. The Shareholders’ Meeting can either vote to confirm the existing compensation provisions or adopt a resolution modifying the compensation provisions. Proposals are submitted by the Executive and Supervisory Boards to the Shareholders’ Meeting in accordance with the division of authority provided for by German law. Only the Shareholders’ Meeting has the authority to decide on the final configuration of Supervisory Board compensation.

A. Compensation of Supervisory Board Members

Compensation for members of the Supervisory Board is dealt with by Section 12 of the Company’s Articles of Association. This section reads as follows:

Section 12 Compensation of the Supervisory Board

(1) The members of the Supervisory Board shall receive fixed annual compensation payable at the end of the financial year amounting to €90,000 (in words: ninety thousand euros). Supervisory Board members who join, or depart from, the Supervisory Board during the fiscal year receive prorated compensation.

(2) The compensation outlined in Subsection 1 above shall be multiplied by a factor of 3 for the chairman of the Supervisory Board, by a factor of 2 for his deputy or a chairman of a committee and by a factor of 1.5 for any member of a committee. Where a person serves in more than one function, his/her additional functions shall not be taken into account, i.e. the chairman and his/her deputy shall not be entitled to additional factors if they serve on multiple committees and where members of the Supervisory Board serve on multiple committees, their service shall only be taken into account once.

(3) The Company shall reimburse the members of the Supervisory Board for their necessary expenses in the form of a flat fee. The flat fee shall be €20,000 (in words: twenty thousand euros) per calendar year. The Company shall reimburse the members of the Supervisory Board for value-added tax provided that they are entitled to charge the Company this tax separately and they exercise this right.

(4) The Company shall arrange adequate insurance protection for the members of the Supervisory Board; in particular, it shall take out D&O insurance for them.

B. Information as per Section 113 (3), Sentence 3, and Section 87a (1), Sentence 2, AktG

Detailed description of compensation and the underlying compensation system for the Supervisory Board:

a) Contribution of compensation to promote the business strategy and long-term development of Wacker Chemie AG (Section 113 (3), sentence 3 in conjunction with Section 87a (1), sentence 2, no. 2, AktG)

Supervisory Board compensation promotes the business strategy and long-term development of the Company in that the nature of compensation is tailored to market needs, thereby making it possible to gain highly qualified individuals as members of the Supervisory Board.

b) Compensation components (Section 113 (3), sentence 3 in conjunction with Section 87a (1), sentence 2, no. 3, AktG)

Supervisory Board compensation is made up solely of fixed components. The Articles of Association define fixed annual compensation for Supervisory Board members as €90,000.00 (with any VAT payable being refunded). Owing to the additional time and effort involved in performing certain duties and in view of Recommendation G.17 of the German Corporate Governance Code (DCGK), compensation for the Supervisory Board Chairman is multiplied by a factor of 3. A factor of 2 is applied to the Chairman’s deputy and to committee chairs, while compensation for committee members is multiplied by a factor of 1.5. Where a person serves in more than one function, his/her additional functions shall not be taken into account, which means that the chairman and his/her deputy shall not be entitled to additional factors if they serve on multiple committees. In instances where members of the Supervisory Board serve on multiple committees, their service shall only be taken into account once. Supervisory Board members who join, or depart from, the Supervisory Board during a particular year receive prorated compensation. The Company shall reimburse the members of the Supervisory Board for their necessary expenses in the form of a flat fee of €20,000.00 (any VAT payable being refunded). The Company provides the members of the Supervisory Board with appropriate insurance coverage in the form of D&O insurance with no deductible.

c) Procedures for Determining, Implementing and Reviewing the Compensation System (Section 113 (3), sentence 3 in conjunction with Section 87a (1), sentence 2, no. 10, AktG)

The Annual Shareholders’ Meeting determines Supervisory Board compensation, by way of a shareholder resolution or by amending the Articles of Association, on the basis of a proposal by the Executive and Supervisory Boards. Supervisory Board compensation is currently dealt with in Section 12 of Wacker Chemie AG’s Articles of Association.