Acquisition of the Shares in the Former APP Companies and Restructuring of the Group

The contract for the purchase of the shares in several partner companies previously held by Air Products and Chemicals, Inc. (Allentown, PA, USA), which had been signed in December 2007, took effect on January 31, 2008. In this transaction, WACKER acquired 80.6226% of the shares in Air Products Polymers Holdings, L.P. and 65% of the shares in Air Products Korea, Inc., thereby increasing its previous shareholdings in both of these companies to 100%. Air Products Polymers Holdings, L.P. functions as an intermediate holding company for the following APP companies: Air Products Polymers, L.P., (Allentown, PA, USA); Air Products Polymers GmbH & Co. KG, Burghausen, Germany; Air Products Polymers Verwaltungs GmbH, Hattingen, Germany; and Air Products Polymers B.V., Utrecht, NL. These companies are engaged in vinyl acetate ethylene (VAE) activities with dispersions. The transaction gave WACKER full control over the VAE activities, thereby enabling it to optimize the legal structure of its activities in the Polymers segment. As a further part of the transaction, WACKER acquired some assets from Air Products and Chemicals, Inc. at the Calvert City site.

Particular Air Products Polymers, L.P. sites were not acquired in this transaction, but by means of a disproportional dividend distribution transferred to the previous majority shareholder.

The purchase price for the shares in the APP companies, including the aforementioned assets acquired individually, was €97.8 million. This was paid entirely by means of cash and cash equivalents.

The acquired assets and liabilities considered were included in the consolidated financial statements for the first time upon acquisition at fair value. This resulted in a negative difference between the APP companies’ net assets and the acquisition costs. The following table lists the values stated for the date of first-time consolidation and the proportion of the Group’s carrying amounts as of the reporting date. The changes in the scope of consolidation that came about in the previous year had no material effect on the net assets, financial position, or results of operations. The following table therefore contains no figures from the previous year:

The above acquisition costs for the shares include the purchase price now paid, as well as the acquisition costs previously reported under noncurrent financial assets. Due to a lack of information about the market values of the assets and debts at that time, it is not possible to treat the two blocks of shares separately in respect of the differences that have arisen.

The surplus of net assets over the acquisition cost of the shareholdings in APP Holdings, L.P. and APP Korea, Inc. is shown under other operating income. Carrying values from the date of transaction on the basis of applicable IFRS standards are not available as the necessary information could not be ascertained. At the same time, the withdrawal of the assets and debts of the two aforementioned Air Products Polymers, L.P. sites means that a presentation of the consolidated sales and earnings from January 1, 2008 is not possible as the necessary figures cannot be ascertained without undue effort and expense.

As of August 1, 2008, as part of a comprehensive legal restructuring of the shareholdings, Wacker Polymers GmbH & Co. KG, Burghausen, Germany (formerly Air Products Polymers GmbH Co. KG) and Wacker Chemie Holdings GmbH & Co. KG were merged with Wacker Chemie AG. At the same time, Wacker Polymers Holdings, L.P. (formerly Air Products Polymers Holdings, L.P.) and Wacker Polymers, L.P. (formerly Air Products Polymers, L.P.) were merged with Wacker Chemical Corporation, Inc. In December 2008, Wacker Polymers Verwaltungs GmbH (formerly Air Products Polymers Verwaltungs GmbH) was merged into Wacker Chemie AG and Wacker Polymers B.V. (formerly Air Products Polymers B.V.) was merged into Wacker-Chemie Benelux B.V.