General Overview of the Business Situation

Supplemental information. German Takeover Directive Implementation Act
The following table contains information required by Section 315, Subsection 4 of the German Commercial Code (HGB):

Regulation

Topic

Details and references

§ 315 (4) 1

Composition of subscribed capital












 

Wacker Chemie AG’s subscribed capital totals
52,152,600 non-par value voting shares. There are no differences in share category. The total number of shares currently includes 49,677,983 held by external shareholders and 2,474,617 held by Wacker Chemie AG itself. WACKER’s treasury shares were acquired by repurchasing Wacker-Chemie GmbH shares in August 2005 when it was still a private limited company. The Executive Board can only use or sell these treas­ury shares under the following conditions: 782,300 shares require Supervisory Board approval and an appropriate resolution by the Annual Shareholder Meeting. The remaining 1,692,317 shares are subject to Supervisory Board approval.

§ 315 (4) 2

Restrictions on voting rights or on the transfer of shares

There are no restrictions on voting rights or the transfer of shares.

§ 315 (4) 3

Direct or indirect capital stakes

 

Dr. Alexander Wacker Familiengesellschaft mbH, based in Munich, and Blue Elephant Holding GmbH, based in Pöcking, each hold over 10% of the subscribed capital.

§ 315 (4) 4

§ 315 (4) 5

Owners of shares entailing special rights

Method of voting-right control in the case of employee participation

Shareholders have not been given any special rights that bestow control powers. Insofar as employees hold shares in Wacker Chemie AG’s capital, they exercise their resultant control rights directly.

§ 315 (4) 6

Legal stipulations and articles of incorporation principles regarding the appointment and dismissal of executive board members and amendments to said articles








 

Provisions to appoint and dismiss Wacker Chemie AG’s Executive Board members are based on Sections 84 et seq., of the German Stock Corporation Act (AktG). Wacker Chemie AG’s Articles of Incorporation do not contain any further provisions in this respect. Pursuant to Section 4 of the Articles of Incorporation, the number of Executive Board members is fixed by the Supervisory Board, which also appoints an Executive Board member as President & CEO. Amendments to the Articles of Incorporation are covered by Sections 133 and 179, AktG. In accordance with Section 179, Subsection 1, item 2, AktG, the Supervisory Board has been empowered to amend the Articles of Incorporation if only the wording thereof is affected.

§ 315 (4) 7

Authority of the executive board
to issue or buy back shares

 



 

In accordance with a resolution passed at the March 15, 2006 Annual Shareholder Meeting, Wacker Chemie AG’s Executive Board was au­thor­ized – in compliance with the legal provisions set out in Section 71, Subsection 1, No. 8 of the German Stock Corporation Act (AktG) – to acquire treasury shares totaling a maximum of 10% of capital stock. No capital has been authorized for the issue of new shares.

§ 315 (4) 8

Major agreements associated with control changes due to takeover bid


 

Various agreements with joint-venture partners include “change of control” clauses. These clauses deal with what might happen if one of the joint-venture partners were taken over. These arrangements comply with the usual standards for such joint-venture agreements.

§ 315 (4) 9

Severance agreements with the executive board or employees in the event of a takeover bid

There are no severance agreements etc. with employees or with Executive Board members in the event of a takeover bid (please refer to the Compensation Report).