Questions & Answers – Virtual Annual Shareholders' Meeting 2020

Organizational aspects

When does the next Annual Shareholders’ Meeting take place?

The next Annual Shareholders’ Meeting will be held on Tuesday, August 4, 2020 as virtual event. Under the current circumstances, we cannot enable shareholders to be physically present at the event.


Where does the Annual Shareholders’ Meeting take place?

Due to the spread of the coronavirus WACKER’s Annual Shareholders’ Meeting will take place on August 4, 2020 as an entirely virtual shareholders’ meeting without the presence of shareholders. The health of employees, shareholders and the service providers involved takes priority. Further information is available on our website.
For all registered shareholders, a live video and audio broadcast of the entire Annual Shareholders’ Meeting will be transmitted via the Investor portal.


When does the Annual Shareholders’ Meeting start and how long will the meeting take?

The meeting starts at 10:00 a.m. CEST on August 4, 2020 as a virtual event.
The meeting's length depends on the number of 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.


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

If you are a shareholder, you will automatically receive an invitation to the Annual Shareholders’ Meeting via your custodian bank. WACKER shares are not registered shares, but bearer shares. Thus, Wacker Chemie AG does not know the identity of its shareholders; delivery of the invitations is only possible via your custodian bank and not directly from Wacker Chemie AG.
Some custodian banks charge service fees, as indicated in the respective List of Prices and Services.


When will invitations to this year’s Annual Shareholders’ Meeting be sent out?

The meeting’s invitation and agenda will be sent to you by your custodian bank as of approx. July 6, 2020.


Where can I read the invitation-related texts?

The meeting's invitation and agenda, along with the Executive and Supervisory Boards’ proposed resolutions, are expected to be published in the electronic version of the German Federal Gazette (Bundesanzeiger) approx. on June 25, 2020, as well as via EQS and on our website.


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

Because WACKER shares are issued to the bearer, delivery of invitations to the Annual Shareholders’ Meeting is handled exclusively through the respective custodian banks. If you owned shares on the Record Date deadline of July 14, 2020 at 0:00 a.m., but did not receive an invitation, please contact your custodian bank if you wish to participate in the meeting.

Participation/Invitation/Registration

Who can participate in the Annual Shareholders’ Meeting?

The Annual Shareholders’ Meeting is a stock corporation’s key event, which provides shareholders with the opportunity to ask questions and vote. Of course, any shareholder can participate in the meeting directly or via a proxy. The preconditions for participation are possession of WACKER shares at the time of the “Record Date” on July 14, 2020 at 0:00 a.m., and having registered in time – by 12:00 a.m. (midnight) of July 28, 2020.


Do I have to register for the virtual AGM?

Yes, this is necessary if you intend to exercise your voting rights and ask questions. The preconditions for participation are possession of WACKER shares at the time of the “Record Date” on July 14, 2020 at 0:00 a.m., and having registered in time – by 12:00 a.m. (midnight) of July 28, 2020. You will receive a confirmation of registration instead of an admission ticket.
Shareholders who duly request a confirmation of registration from a depositary bank usually do not need to do anything else. In such cases, registration and proof of share ownership are handled by the depositary bank. Please refer to the information in the invitation and any deadlines that may have been set by your depositary bank.


How can shareholders follow the annual general meeting?

The duly registered shareholders can follow the annual general meeting on August 4, 2020 in full length live in audio and video from 10:00 a.m. (CEST) via the Investor portal. To be able to use the Investor portal, shareholders must log in with the individual access data that they receive with the confirmation of registration. The Investor portal is accessible from July 14, 2020.


Is it possible to follow the general meeting without accessing the Investor portal?

No, the general meeting is only accessible via the Investor portal.


May shareholders be present at the venue of the general meeting?

No. It will not be possible for shareholders to physically attend this year’s general meeting. Instead, please exercise your voting rights by means of absentee voting or by issuing authorization and voting instructions to the proxies of the company and to make use of the Investor portal in order to exercise further shareholder rights.


Which functions does the Investor portal offer?

• Video and audio broadcasting of the entire annual general meeting
• Exercising your voting rights by absentee voting
• Exercising your voting rights by issuing a proxy and instructions to the proxies appointed by the company
• Authorizing a third party to exercise your voting rights
• Submitting questions until the end of August 1, 2020.
• Raising of objections for the record (only on the day of the annual general meeting)
• Viewing of documents


Where can shareholders find their access data for the Investor portal?

Shareholders will receive their individual access data with the confirmation of registration.

Representation/proxy voting

What are voting rights?

Voting rights refer to the share-ownership-related right to participate in Annual Shareholders’ Meeting votes pertaining to the meeting’s agenda items.
In general, each shareholder, who has registered for the meeting by midnight (12:00 a.m.) of July 28, 2020 at the latest, is entitled to exercise his or her right to vote. You can also authorize third parties, particularly your custodian bank, a shareholder association or a voting proxy named by the Company, to exercise your voting rights. According to Wacker Chemie AG’s Articles of Association, each share entitles you to one vote at the meeting.


How can I exercise my voting rights?

As a duly registered shareholder, you can exercise your voting rights (if necessary via an authorized third party) in various ways:
You can exercise your voting rights electronically via the Investor portal by postal vote or by authorizing the voting proxies nominated by the Company before and during the Annual General Meeting until the beginning of the determination of the outcomes of the votes. Access to the Investor portal will be provided here ( to Investor portal) starting on July 14, 2020. The system can be used by providing the information printed on the confirmation of registration that is sent to all shareholders duly requesting such a confirmation of registration by their depositary bank.
In addition, you can exercise your voting rights in the run-up to the Annual Shareholders’ Meeting by using the form provided for this purpose on the back of the confirmation of registration (“Postal Vote and Voting Proxy”).
The confirmation of registration, which is necessary in order to exercise voting rights in any event, will be sent to all shareholders duly requesting such a confirmation of registration by their depositary bank.

Requests to speak

How and by when can shareholders ask questions?

Duly registered shareholders may submit their questions exclusively via the Investor portal no later than by the end of August 1, 2020, 12:00 p.m. (midnight) (CEST).


How and until when/for how long can shareholders cast their votes by absentee voting and/or issue, authorize a third party to exercise their voting rights, change or revoke the power of attorney and instructions to the proxies of the company?

The authorization of a third party to exercise your voting rights, the granting of a power of attorney and instructions to the proxies of the company and its change or revocation can be made by declaration to the company by post, email or fax by August 3, 2020, 12:00 p.m. (midnight) (CEST).

Additionally, from July 14, 2020 until the commencement of voting on the day of the general meeting, electronic absentee voting as well as authorization of a third party to exercise your voting rights and issuing, changing and revoking the power of attorney and instructions to the proxies of the company will be possible via the Investor portal.

Further information on electronic absentee voting and exercising voting rights by authorization of a third party or by issuing power of attorney and instructions to the proxies of the company can be found in the invitation notice.


Are questions answered in advance and will the answers be made available to shareholders?

Questions submitted by shareholders before the end of August 1, 2020, 12:00 p.m. (midnight) via the Investor portal will be answered at the general meeting.


Will names of those asking questions be stated as part of the Q&A process?

It is intended that the names of those asking the questions will only be stated as part of the Q&A process if the shareholder expressly so wishes. In this respect please note the further explanations on shareholders’ rights and on data protection in the invitation notice, on the website and in the Investor portal.


What is the significance of the Record Date?

The Record Date is the decisive date for determining whether and to what extent shareholders can exercise their rights at 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 exercise their voting right. Stock portfolio changes after the Record Date have no effect upon this eligibility. Persons who do not yet possess shares by the Record Date and only become a WACKER shareholder afterward are only entitled to vote at the virtual Annual Shareholders’ Meeting if registration of the shares they own is made with the Company in the required form and submitted, along with proof of ownership by the previous shareholder, by the stipulated deadline and only if the previous shareholder has assigned proper authorization to the new shareholder or has empowered the latter to exercise voting rights.

Shareholders who have properly registered and provided the proof of ownership are still entitled to exercise their voting rights if they have sold their shares after the Record Date. The Record Date has no effect on the saleability of shares and is irrelevant as a date with respect to any possible dividend entitlement.


Can I take part in the Annual Shareholders’ Meeting if I have sold my shares prior to the meeting?

All shareholders who can prove they owned WACKER shares on July 14, 2020 at 0:00 a.m. ("Record Date") and have registered with the registration office specified in the invitation by 12:00 a.m. (midnight) of July 28, 2020 at the latest, may vote. If you sold your shares after July 14, 2020, 0:00 a.m., you are still allowed to vote at the Annual Shareholders’ Meeting on August 4, 2020.

Countermotions

Where can shareholders view any counter-motions and election proposals?

Counter-motions and election proposals orderly received by the company at the latest by the end of July 20, 2020, 12:00 p.m. (midnight) (CEST), subject to the further prerequisites of sections 126, 127 AktG, will be made accessible, including the name of the shareholder and – in the case of motions – the statement of reasons, on the company’s website immediately following receipt.

Dividend

When will dividends be paid out?

Dividends will be paid out to custodian banks on the third business day following the Annual Shareholders’ Meeting, i.e. on August 7, 2020. Custodian banks then issue shareholders the credited dividends as of August 7, 2020. 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. August 4, 2020, are entitled to receive dividends. There is no minimum ownership period prior to or following the meeting.


Will dividends be paid out for the fiscal year 2019?

The appropriation of profits will be determined during the Annual Shareholders’ Meeting. The Executive and Supervisory Boards will propose a dividend of € 0.50 per dividend-entitled share.

Other

Where can I receive info material about Wacker Chemie AG?

You can access all WACKER-related information via the online Media Library.


Will there be a complete written protocol or complete video or audio recording of the Annual Shareholders’ Meeting for shareholders?

No, neither a complete protocol nor a video/audio recording of the meeting will be issued.


Chronology for shareholders

  • June 25, 2020 - Convening of the Annual Shareholders’ Meeting in the electronic version of the German Federal Gazette (Bundesanzeiger)
  • about July 6, 2020 - Custodian banks start to issue invitations
  • July 14, 2020 - “Record Date” (reference date for proof of shareholder status)
  • July 28, 2020 - Last day of registration for shareholders
  • August 4, 2020 - Virtual Wacker Chemie AG’s Annual Shareholders’ Meeting / Start: 10:00 a.m. / Finish: following determination and announcement of voting results
  • August 5, 2020 - Dividends Announcement
  • August 7, 2020 - Payout of the dividends
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Contact

For further questions and/or suggestions, we will be glad to attend to you on telephone
+49 89 6279-1444 (from Monday to Thursday, between 09:00 a.m. and 12:00 p.m. (noon)) or you can contact us via E-Mail: hauptversammlung@wacker.com.