Questions & Answers – Virtual Annual Shareholders’ Meeting 2021

Organizational Aspects

When does the next Annual Shareholders’ Meeting take place?

The next Annual Shareholders’ Meeting will be held as a virtual event on Wednesday, May 12, 2021. In the current circumstances, shareholders cannot be physically present at the meeting.


Where does the Annual Shareholders’ Meeting take place?

Due to the coronavirus pandemic, the Annual Shareholders’ Meeting of Wacker Chemie AG on May 12, 2021 as an entirely virtual event, with no shareholders present. The health of our employees, shareholders and the service providers involved takes priority. Further information is available on our Annual Shareholders’ Meeting website.
The entire Annual Shareholders’ Meeting 2021 will be streamed live for all registered shareholders via 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 a.m. (CEST) on May 12, 2021.
The duration of the meeting depends on the number of questions from shareholders and their proxies 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.

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 and vote at the meeting online, either directly or via a proxy. The preconditions for exercising your shareholder rights are that you held WACKER shares at 0:00 a.m. (CEST) on April 21, 2021 (“Record Date”) and registered in time for the meeting, namely by 12 midnight (CEST), May 5, 2021.


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

If you are a shareholder, your invitation to the Annual Shareholders’ Meeting will be automatically sent to you via the institution managing your investment account. As WACKER shares are bearer shares and not registered shares – meaning Wacker Chemie AG does not know the identity of its shareholders – the company cannot dispatch the invitations itself. Instead, they can be sent only via the institutions managing the shareholders’ investment accounts.
Downstream banking services may incur costs, which are shown in the relevant institution’s schedule of fees and services.


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

The institution managing your investment account will send you your invitation to the Annual Shareholders’ Meeting, along with the agenda, on or after April 12, 2021. As paper communications have been restricted both for environmental reasons and to reduce costs, there is no longer a printed version of the invitation.


Where can I view the text of the invitation?

The invitation to the Annual Shareholders’ Meeting, along with the agenda and management’s proposed resolutions, is to be published in Germany’s Federal Gazette on March 25, 2021. It will be shared via EQS and also published on our website .


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

As WACKER shares are bearer shares, invitations to the Annual Shareholders’ Meetings are dispatched to shareholders solely via the institutions that manage their investment accounts. If you held shares at 0:00 a.m. (CEST) on April 21, 2021 (“Record Date”), but have not yet received an invitation, please contact the institution managing your investment account if you wish to participate in the Annual Shareholders’ Meeting.


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

Yes, it is necessary to register if you want to exercise your voting rights and be able to raise a question. The preconditions for this are that you held WACKER shares at 0:00 a.m. (CEST) on April 21, 2021 (“Record Date”) and registered in time, namely by 12 midnight (CEST) on May 5, 2021. You will then be sent a confirmation of registration instead of the usual entrance ticket.
Shareholders who request a confirmation of registration from the institution managing their investment account in good time generally do not need to do anything further. In such cases, the institution handles registration and provides proof of share ownership. Please refer to the information in the invitation and any deadlines that may have been set by your institution.


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 a.m. (CEST), May 12, 2021, onwards. 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 21, 2021.


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

No, the meeting is only accessible 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?

• Livestream of the entire Annual Shareholders’ 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 midnight, May 10, 2021 (CEST)
• Raising objections for the record (possible 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.

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 midnight, May 10, 2021 (CEST).


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?

You may authorize a third party to exercise your 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 midnight (CEST), May 11, 2021.

In addition, from April 21, 2021, until the commencement of voting on the day of the Annual Shareholders’ Meeting, you may make use of electronic absentee voting, authorize a third party to exercise your voting rights, and issue, 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 issuing a power of attorney and instructions to the proxies of the company can be found in the invitation to the Annual Shareholders’ Meeting.


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

Questions from shareholders submitted via the shareholder portal by midnight (CEST), May 10, 2021, 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 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.


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 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 voting rights. Stock portfolio changes after the Record Date have no bearing 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 entitled to exercise their voting rights at the Annual Shareholders’ Meeting even if they sell their shares after the record date. The Record Date has no effect on the shares’ availability for sale and is irrelevant as regards any dividend entitlement.


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

All shareholders may vote at the meeting who can prove they owned WACKER shares at 0:00 a.m. (CEST) on April 21, 2021 (“Record Date”) and who registered with the registration office specified in the invitation by no later than midnight (CEST), May 5, 2021. If you sell your shares after 0:00 a.m. (CEST) on April 21, 2021, you are still allowed to vote at the Annual Shareholders’ Meeting on May 12, 2021.

Countermotions

Where can shareholders view any countermotions and election proposals?

Countermotions and election proposals duly received by the company by no later than midnight (CEST), April 27, 2021 will be made accessible on the company’s website immediately after receipt, subject to the preconditions of Sections 126 and 127 AktG, including the name of the shareholder and – for motions – the justification.

Representing/Transferring Voting Rights

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 meeting by no later than midnight (CEST), May 5, 2021, is entitled to exercise his or her voting rights. You can also authorize third parties – particularly the institution managing your investment account, a shareholder association or a voting proxy named by the company – to exercise your voting rights on your behalf. In accordance with 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. Access to the shareholder portal will be provided here as from April 21, 2021. In order to use the system, you require the information given in the registration confirmation sent to you by the institution managing your investment account, 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 17, 2021. The institutions managing the investment accounts will then credit shareholders with the dividends as of May 17, 2021. Please contact your institution to find out the exact date on which the dividend will be credited.


By what date 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 12, 2021, is entitled to receive dividends. There is no minimum ownership period prior to or following the meeting.


Will dividends be paid out for fiscal 2020?

The appropriation of profits will be determined at the Annual Shareholders’ Meeting. For fiscal 2020, the Executive Board and Supervisory Board of Wacker Chemie AG have proposed a dividend of €2.00 per share.

Other

Where can I receive info material about Wacker Chemie AG?

You can access information on WACKER via the online Media Library .


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

  • March 25, 2021: Convening the Annual Shareholders’ Meeting in the German Federal Gazette
  • around April 12, 2021: Institutions managing the investment accounts start to issue the invitations
  • April 21, 2021: “Record Date” (time of reference for providing proof of share ownership)
  • April 21, 2021: Access granted to shareholder portal at www.wacker.com/hauptversammlung
  • May 5, 2021: Registration deadline for shareholders
  • May 12, 2021: Wacker Chemie AG’s Virtual Annual Shareholders’ Meeting / Meeting starts at 10:00 a.m. (CEST) and ends once the voting results have been determined and announced
  • May 13, 2021: Dividend announced
  • May 15, 2021: Dividend paid out
Contact icon

Contact

We’re available for your questions or suggestions Mondays to Thursdays from 9:00 a.m. to 12:00 noon (CEST) by phone: +49 89-6279-1444 or via the email address hauptversammlung@wacker.com .