Questions & Answers – Annual Shareholders' Meeting 2019

Organizational aspects

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

Our next Annual Shareholders’ Meeting will be held at the ICM – International Congress Centre Munich (Munich-Riem, Am Messesee 6, 81829 Munich, Germany) on May 23, 2019, starting at 10 a.m. Admission starts at 8:30 a.m. To prevent delays, we recommend you to arrive early.


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.


How can I get to the Annual Shareholders' Meeting and where can I park?

You'll find directions (via car / public transportation) and parking information here . If you park in the parking garage "Parkhaus West", you can trade in your standard parking ticket for a free one at our central information desk on the ICM’s ground floor.


Are free tickets for public transportation available?

Yes, for shareholders free tickets are available for Greater Munich's entire transportation (MVV) network, including buses, street cars, light rail and subway. You will receive these together with your admission ticket.


Will it be possible to participate in the meeting via telephone conference or internet?

No, it will not be possible to participate in the meeting via telephone conference or internet. The CEO's presentation and speech will be available on May 23, 2019 from approximately 12:00 noon on our webpage www.wacker.com/hauptversammlung. You will also find all related documents there.


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

The meeting will be held in German.


Will there be security check points at the entrance?

There will be security checkpoints at the entrance to guarantee maximum security for all participants. Dangerous items (e.g. weapons, knives, pointed/sharp objects, flammable liquids, etc.) must be checked in at the entry point prior to admission. These will be safely stored and can be picked up after the event's conclusion.


What is the schedule of the meeting?

The Annual Shareholders’ Meeting begins at 10:00 a.m. We expect a large turnout, which is why we encourage you to arrive early. Admission is possible starting at 8:30 a.m. Please refer to the invitation for the complete agenda.

Participation/Invitation/Registration/Receipt of Admission Tickets

Who can participate in the Annual Shareholders’ Meeting?

All shareholders who can prove they owned WACKER shares on May 2, 2019 at 0:00 hours ("Record Date") and have registered with the registration office specified in the invitation by midnight (24:00) of May 16, 2019 at the latest, may participate. If you sold your shares after May 2, 2019 (0:00), you are still allowed to participate in and vote at the Annual Shareholders’ Meeting on May 23, 2019.


What is the significance of the Record Date?

The Record Date is the decisive date for determining whether and to what extent shareholders can attend the Annual Shareholders’ Meeting and exercise voting rights there. From the standpoint of the Company, only those shareholders who have provided proof of share ownership by the Record Date are eligible to attend the Annual Shareholders’ Meeting or 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 attend and vote at the 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 attend the Annual Shareholders’ Meeting and 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 May 2, 2019 at 0:00 hours ("Record Date") and have registered with the registration office specified in the invitation by midnight (24:00) of May 16, 2019 at the latest, may participate. If you sold your shares after May 2, 2019 (0:00), you are still allowed to participate in and vote at the Annual Shareholders’ Meeting on May 23, 2019.


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 rather 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 for ticketing, 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. April 26, 2019.


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 April 16, 2019, as well as via EQS and on our website at www.wacker.com/hauptversammlung.


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 May 2, 2019 at 0:00 hours, but did not receive an invitation, please contact your custodian bank if you wish to participate in the meeting.


How and where can I register for the Annual Shareholders’ Meeting? How do I obtain an admission ticket?

Only those shareholders who have registered themselves in writing (by post mail, email or fax) at the following address no later than midnight (24:00 hours) on May 16, 2019, and who have provided proof of share ownership by the Record Date (please see the above mentioned explanatory notes) shall be entitled to attend and vote at the Annual Shareholders’ Meeting:

Wacker Chemie AG
c/o Deutsche Bank AG
Securities Production/General Meetings
P.O. Box 20 01 07
60605 Frankfurt am Main
Email: wp.hv@db-is.com
Fax: +49 69 12012-86045

If you have registered in time and provided proof of share ownership, you will receive your admission ticket directly from your custodian bank or from the registration office, named above. For more information, please refer to the invitation.


When is the registration deadline for ordering admission tickets?

Please note that your order for admission tickets must be received by the registration office (named above) no later than midnight (24:00) of May 16, 2019. Subsequent registration is not possible.


Can I bring a companion (e.g. spouse or son/daughter) with me? How many admission tickets does a shareholder receive?

Each shareholder in possession of more than one share can order up to two admission tickets from his or her custodian bank. Thus, you are certainly welcome to take a companion with you.


What do I do if I have registered for the meeting in time, but have not received the admission ticket or have lost it?

If you have registered for the meeting in time but have not received the admission ticket (e.g. it was lost in the mail), you can still attend the Annual Shareholders’ Meeting. In that case, you need to present personal I.D. at the registration counter, where your proper registration is then verified. A substitute admission ticket is issued that allows you to participate in the Annual Shareholders’ Meeting.

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 (24:00) of May 16, 2019 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.


What do I need to do if I want to send an authorized representative to the Annual Shareholders’ Meeting with proxy voting rights and instructions?

If you are unable to participate in the meeting in person or choose not to, you have the option of sending an authorized representative with proxy voting rights and instructions. Please note that also in the case of proxy representation, you must ensure timely registration and documented proof of shareholding.

1. Personal participation in the meeting or proxy voting via a third party (e.g. a shareholder association or your custodian bank)
If you wish to authorize a third party to participate in the Annual Shareholders’ Meeting and to exercise your voting rights, this proxy authorization must as a rule/on principle be made in text form (Section 126 b German Civil Code). You can give the proxy authorization to the proxy giver or sen it by post or fax to the following address:

Wacker Chemie AG
c/o Computershare Operations Center
80249 München
Fax +49 89 30903-74675
E-Mail: Wacker-HV2019@computershare.de

In any case, you can use the form attached to the admission ticket or the form available at www.wacker.com/hauptversammlung under “Downloads.”

If proxy assignment is made to a financial institution or shareholder association, or to persons who, as a business offer shareholders to exercise shareholder’s voting rights in the Annual Shareholder’s Meeting, then the text form does not apply. In such cases, however, certain other special provisions stipulated by the respective authorized representative must be considered (ask the representative in this regard).

2. Authorization and instructions for company-appointed proxy voting representatives:

If you are unable to participate in the Annual Shareholders’ Meeting yourself and also have not authorized a third party to personally participate in the meeting, we offer you the option of authorizing a Company-appointed proxy voting representative.

The proxy authorization form for the Company-appointed proxy voting representatives is connected to the admission ticket. If you would like to use this service, please fill out and return the corresponding proxy authorization, to be received no later than midnight (24:00) of May 22, 2019 (receipt). The proxy authorization can be emailed to the email-address mentioned above under 1), or sent by fax to the following address:

Wacker Chemie AG
c/o Computershare Operations Center
80249 München
Fax +49 89 30903-74675

Please consider that the Company-appointed proxy voting representatives must be explicitly and clearly instructed on how to exercise the voting right and are obligated to vote according to such instruction; they are not entitled to exercise a voting right at their own discretion. Unless you have given an explicit and clear instruction the Company-appointed proxy voting representative will abstain from voting with respect to the relevant agenda item.
If you wish or need to leave the Annual Shareholders’ Meeting prior to its conclusion, you can entrust another shareholder or a Company-named proxy voting representative with the voting rights derived from your share ownership.

Requests to speak

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

If you would like to participate in the general debate, we request that you go to the relevant desk. There you must state your name and voting document number and fill out a request to speak form. Requests to speak should be registered as early as possible. Registered speakers will then be called upon by the meeting’s moderator during the general debate.

Countermotions

Where can I view countermotions?

Countermotions to be made public by law are published via the “Countermotions” link at the company’s website: www.wacker.com/hauptversammlung, insofar as these were received at the address stated in the invitation by – at the latest – midnight (24:00) of May 8, 2019.

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 May 28, 2019. Custodian banks then issue shareholders the credited dividends as of May 28, 2019. 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 23, 2019, are entitled to receive dividends. There is no minimum ownership period prior to or following the meeting.


Will dividends be paid out for fiscal 2018?

The appropriation of profits will be determined during the Annual Shareholders’ Meeting. The Executive and Supervisory Boards will propose a dividend of € 2.50 per dividend-entitled share.

Other

Where do I receive the certificate of participation for submission to tax authorities?

The certificate of participation, i.e. for tax purposes, is a part of the voting document that you will receive at the registration counter after you submit your admission ticket. Please tear off and keep the certificate of participation.
If necessary, guests can have a certificate of participation issued at the central information desk on the ground floor.


Are the ICM and its auditorium handicapped accessible?

Yes, the auditorium and the entire ICM are handicapped accessible and an elevator is also available. Plus, our Annual Shareholders’ Meeting staff will be pleased to be of assistance.


Where can I receive info material about Wacker Chemie AG?

Wacker Chemie AG info material will be provided on the day of the Annual Shareholders’ Meeting at the information desk on the ICM’s ground floor. Furthermore, you can access all WACKER-related information via the online Media Library .


Can I temporarily leave the Annual Shareholders’ Meeting and return later?

Yes, you can temporarily leave the meeting. However, when leaving you must sign out at exit security and sign in again upon your return so that the index of participants can be accurately maintained.


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.


Are electronic media permitted?

All electronic media with wireless contact (e.g. cellphones, smartphones, tablets, etc.) must be turned off during the Annual Shareholders’ Meeting to prevent interference.


Will refreshments be offered?

Food and beverages will be served in the lobbies. We request that you do not bring these into the auditorium area.


Chronology for shareholders

  • April 08, 2019 - Convening of the Annual Shareholders’ Meeting in the electronic version of the German Federal Gazette (Bundesanzeiger)
  • about April 26, 2019 - Custodian banks start to issue invitations
  • May 2, 2019 - “Record Date” (reference date for proof of shareholder status / authorization for participation in the Annual Shareholders’ Meeting)
  • May 16, 2019 - Last day of registration for shareholders
  • May 23, 2019 - Wacker Chemie AG’s Annual Shareholders’ Meeting, International Congress Centre Munich (ICM), Munich-Riem Exhibition Centre, Am Messesee 6, 81829 Munich, Germany
    Admission: starting at 8:30 a.m.
    Start: 10:00 a.m.
    Finish: following determination and announcement of voting results
  • May 24, 2019 - Dividends Announcement
  • May 28, 2019 - Payout of the dividends