Compensation Report

Compensation Report for the Executive Board

The Supervisory Board’s Executive Committee is responsible for determining the compensation paid to the Executive Board of Wacker Chemie AG. In the 2008 fiscal year, the Executive Board’s compensation was comprised of the following significant components:

(I) A fixed annual salary:

The fixed annual salary is paid monthly in identical installments.

(II) A variable, performance-related bonus:

The amount of the variable bonus, which is paid retrospectively on conclusion of the fiscal year, depends on the attainment of agreed annual targets of the WACKER Group with regard to the following key indicators: results according to investment outlay, cash flow and target return, as well as individual targets of the Executive Board’s members. The bonus is determined annually by the Supervisory Board’s Executive Committee after the annual financial statements have been adopted. The members of the Executive Board are entitled to a minimum bonus.

(III) A pension contribution:

The members of the Executive Board acquire entitlement to the payment of an annual retirement pension should the event insured against occur, i.e. when the member in question reaches retirement age or becomes afflicted by permanent occupational disability. Before the event insured against occurs, Dr. Staudigl, Dr. Rauhut, and Dr. Sittenthaler (this also applied for Dr. Wacker, see below) have a basic entitlement to the premature payment of an annual pension if they leave the Executive Board against their will without good cause or if they discontinue their activity for good cause resulting from activity of the Company. The amount of the retirement pension, like the fixed annual salary a performance-unrelated component, is determined by the amount of the last annual salary to be drawn and, typically, the duration of Executive Board membership.

The last adjustment of the fixed annual salary and the variable bonus was made on July 1, 2007. In the case of Dr. Staudigl, moreover, the fixed annual salary was increased when he assumed the new post of President & CEO. The current compensation amounts are presented in the table below.

The Company grants the members of the Executive Board appropriate insurance cover, in particular D&O insurance.

Dr. Wacker stepped down from his post as President & CEO upon conclusion of the Annual Shareholders’ Meeting on May 8, 2008 and was elected at the same day as member of the Supervisory Board. Following his election he took over the chairmanship of the Supervisory Board. Due to his premature departure, he first drew his fixed annual salary on a pro rata basis for the first three months before drawing his retirement pension thereafter. Due to a 24-month waiting period obligation that had been agreed, Dr. Wacker is entitled to waiting period compensation, although this will be set off against his retirement pension. Dr. Wacker will additionally be provided with a company car.

Compensation Report for the Supervisory Board

The compensation for the members of the Supervisory Board of Wacker Chemie AG is set governed by the articles of incorporation of Wacker Chemie AG.

In return for their work, the members of the Supervisory Board receive fixed annual compensation payable when the fiscal year expires. This annual compensation was increased from €15,000 to €25,000 when the articles of incorporation were amended on May 8, 2008. Supervisory Board members who join the Supervisory Board or depart from the Supervisory Board during the course of the ongoing fiscal year receive the appropriate pro rata compensation.

In addition to their fixed compensation, the members of the Supervisory Board receive performance-related compensation for the past fiscal year based on the percentage return on assets1 after the annual financial statements have been adopted. The performance-related compensation can be between 0 and 125% of the fixed annual compensation.

The fixed and performance-related compensation is multiplied by the factor 3 for the Chairman of the Supervisory Board, by the factor 2 for the Vice Chairman and for committee chairmen, and by the factor 1.5 for members of committees. This arrangement does not take account of double and multiple functions.

The members of the Supervisory Board are compensated for any outlays incurred in connection with the execution of their duties with an annual lump sum of €12,000 each. They are additionally refunded any VAT payable on their compensation.

The Company grants the members of the Supervisory Board appropriate insurance cover; in particular, the Company concludes a D&O insurance policy for the benefit of the Supervisory Board’s members.