Questions & Answers – Virtual Annual Shareholders’ Meeting 2022

Organizational Aspects

When does the next Annual Shareholders’ Meeting take place?

The next Annual Shareholders’ Meeting will be held as a virtual event on Friday, May 20, 2022. 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 May 20, 2022, again as an entirely virtual shareholders’ meeting without the presence of shareholders. The health of our employees, shareholders and the service providers involved takes priority. Further information is available on our website.
Video and audio of the entire Annual Shareholders’ Meeting will be streamed live for registered shareholders on the shareholder portal.


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

The virtual Annual Shareholders’ Meeting begins at 10:00 hours (CEST) on May 20, 2022.
The duration of the meeting depends on the number of questions to be answered by the Executive and Supervisory Boards and thus 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 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 rights. Stock portfolio changes after the Record Date have no effect upon this eligibility. Persons who do not hold shares on the Record Date and do not become shareholders until after that date are entitled to vote at the virtual Annual Shareholders’ Meeting only if the shares they own have been duly registered with the Company and this registration, along with proof of ownership by the previous shareholder, has been submitted by the stipulated deadline, and only if the previous shareholder has given a proxy to the new shareholder or has otherwise authorized the latter to exercise the voting rights.
Shareholders who have duly registered and provided corresponding proof of share ownership are still entitled to exercise their voting rights even if they sell their shares after the record date. The Record Date has no effect on the saleability of shares and is irrelevant as regards any dividend entitlement.

Participation/Invitation/Registration

Who can participate in the Annual Shareholders’ Meeting?

The Annual Shareholders’ Meeting is one of a stock corporation’s three main organizational bodies and gives shareholders an opportunity to ask questions and vote. Of course, any shareholder can attend the virtual meeting directly or via a proxy. The preconditions for exercising shareholder rights are the possession of WACKER shares at 0:00 hours (CEST) on April 29, 2022 (“Record Date”) and having registered in time – by 24:00 hours (CEST) on May 13, 2022.


Do I have to register for the virtual Annual Shareholders’ Meeting?

Yes, this is necessary if you intend to exercise your voting rights and ask questions. The preconditions for exercising your shareholder rights are the possession of WACKER shares at 0:00 hours (CEST) on April 29, 2022 (“Record Date”) and having registered in time – by 24:00 hours (CEST) on May 13, 2022. You will receive a confirmation of registration instead of the usual entrance ticket.
Shareholders who request a confirmation of registration from their custodian bank in good time generally do not need to do anything else. In such cases, registration and proof of share ownership are handled by the custodian bank. Please refer to the information in the invitation and any deadlines that may have been set by your bank.


How can shareholders follow the Annual Shareholders’ Meeting?

Shareholders who have properly registered can stream the entire Annual Shareholders’ Meeting live on the shareholder portal from 10:00 hours (CEST) on May 20, 2022, onward. To use the shareholder portal, shareholders need to log in with the individual access data (participant no. and code) they receive in their confirmation of registration. The shareholder portal will be available as of April 29, 2022, at www.wacker.com/hauptversammlung.


Is it possible to follow the Annual Shareholders’ Meeting without accessing the shareholder portal?

No, the meeting is accessible only via the shareholder portal.


May shareholders be present at the venue of the Annual Shareholders’ Meeting?

No, it will not be possible to attend this year’s meeting in person. 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 make use of the shareholder portal in order to exercise further shareholder rights.


Which functions does the shareholder 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 May 18, 2022
  • Raising objections for the record (only on the day of the Annual Shareholders’ Meeting)
  • Viewing documents


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

Shareholders will receive their individual access data (participant no. and code) with the confirmation of registration.


How do I get an invitation to the Annual Shareholders’ Meeting?

If you are a shareholder, you will automatically receive notification of the Annual Shareholders’ Meeting via your custodian bank. As WACKER shares are not registered shares, but bearer shares, Wacker Chemie AG does not know the identity of its shareholders. As a result, only your custodian bank – and not Wacker Chemie AG – can inform you of the Annual Shareholders’ Meeting.
Some custodian banks charge service fees, as indicated in the respective List of Prices and Services


When will the invitations to this year’s Annual Shareholders’ Meeting of Wacker Chemie AG be dispatched?

Information about the invitation to the meeting will be sent to you by your custodian bank as of April 6, 2022.


Where can I view the text of the invitation?

The invitation and the agenda, along with the Executive and Supervisory Boards’ proposed resolutions, are expected to be published in Germany’s Federal Gazette on April 6, 2022, as well as via EQS and on our website.


What should I do if I don’t receive an invitation to the Annual Shareholders’ Meeting?

If you owned shares at 0:00 hours (CEST) on April 29, 2022 (“Record Date”), but have not yet received an invitation, please contact your custodian bank if you wish to participate in the meeting.


Can I take part in the Annual Shareholders’ Meeting if I sell my shares the day before the meeting?

All shareholders are eligible to vote who can prove they owned WACKER shares at 0:00 hours (CEST) on April 29, 2022 (“Record Date”) and have registered with the registration office specified in the invitation by no later than 24:00 hours (CEST) on May 13, 2022. If you sell your shares after 0:00 hours (CEST) on April 29, 2022, you are still allowed to vote at the Annual Shareholders’ Meeting on May 20, 2022.

Questions

How can shareholders ask questions and by when must they be raised?

Duly registered shareholders may submit questions only via the shareholder portal and by no later than 24:00 hours (CEST) on May 18, 2022.


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

Questions from shareholders submitted via the shareholder portal by the end of May 18, 2022, will be answered during the Annual Shareholders’ Meeting.


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

The questioners’ names will be stated only if this is expressly requested. Please also refer to the more detailed explanations on shareholder rights and data protection provided in the invitation, on our website and on the shareholder portal.


Countermotions

Where can shareholders view any countermotions and election proposals?

Countermotions and election proposals duly received by the Company by no later than 24:00 hours (CEST) on May 5, 2022, will be made accessible on the Company’s website immediately after receipt under the further preconditions of Sections 126 and 127, AktG, including the name of the shareholder and – for motions – a statement of reasons.

Representing/Transferring Voting Rights

How and by when can shareholders cast their votes via absentee voting, authorize a third party to exercise their voting rights, or change or revoke the power of attorney and instructions issued to the proxies of the Company?

Shareholders may authorize a third party to exercise their voting rights, and may grant, change or revoke a power of attorney and instructions to the proxies of the Company by sending a corresponding declaration to the Company by post, email or fax by 24:00 hours (CEST) on May 19, 2022.
In addition, from April 29, 2022, until the commencement of voting on the day of the Annual Shareholders’ Meeting, shareholders may make use of electronic absentee voting, authorize a third party to exercise their voting rights, and grant, change or revoke the power of attorney and instructions to the proxies of the Company via the shareholder portal.
Further information on electronic absentee voting and exercising voting rights by authorization of a third party or by granting a power of attorney and instructions to the proxies of the Company can be found in the invitation notice.


What are voting rights?

Voting rights refer to the rights acquired through the purchase of shares, namely to take part in votes on agenda items at the Annual Shareholders’ Meeting.
Every shareholder who registers for the Annual Shareholders’ Meeting by no later than 24:00 hours (CEST) on May 13, 2022, is entitled to exercise his or her voting rights. Shareholders may also authorize third parties – particularly their custodian banks, a shareholder association or a voting proxy named by the Company – to exercise their voting rights. Under Wacker Chemie AG’s Articles of Association, each share entitles the bearer to one vote at the Annual Shareholders’ 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 shareholder portal, either 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. As of April 29, 2022, access to the shareholder portal will be provided here ( to shareholder portal). In order to use the system, you require the information given in the registration confirmation sent to you by your custodian bank, provided you requested this confirmation in good time.
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.

Dividend

When will dividends be paid out?

Dividends will be paid to the paying agent nominated by us on the third business day following the Annual Shareholders’ Meeting, i.e. on May 25, 2022. The custodian banks will then credit shareholders with the dividends as of May 25, 2022. Please contact your custodian bank to find out the exact date on which the dividend will be credited.


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

Anyone holding shares on the day of the Annual Shareholders’ Meeting, i.e. May 20, 2022, is entitled to receive dividends. There is no minimum ownership period prior to or following the meeting.


Will dividends be paid out for fiscal 2021?

The appropriation of profits will be determined during the Annual Shareholders’ Meeting. The Executive and Supervisory Boards have proposed a dividend of €8.00 per share for 2021.

Further Information

Where can I receive info material about Wacker Chemie AG?

You can access WACKER-related information via the Media Library, either via our website or via the WACKER Square app on your mobile device.


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

No, neither complete written minutes nor a video/audio recording of the meeting will be produced.



Chronology of key dates for shareholders

  • April 6, 2022: Convening of the Annual Shareholders’ Meeting in the electronic version of the German Federal Gazette (Bundesanzeiger)
  • Around April 6, 2022: Custodian banks will inform shareholders of the Annual Shareholders’ Meeting
  • April 29, 2022: “Record Date” (reference date for proof of shareholder status)
  • April 29, 2022: Activation of the shareholder portal at www.wacker.com/hauptversammlung
  • May 13, 2022: Last day of registration for shareholders
  • May 20, 2022: Wacker Chemie AG’s virtual Annual Shareholders’ Meeting
    Start: 10:00 hours (CEST)
    Finish: Following determination and announcement of voting results
  • May 23, 2022: Dividend announced
  • May 25, 2022: Dividend paid out
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Contact

We’re available for your questions or suggestions Monday to Thursday from 9:00 a.m. to 12:00 noon (CEST) by phone: +4989-6279-1444 or via the email address hauptversammlung@wacker.com.