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General Overview of the Business Situation by the Executive Board

2012 was a challenging year for WACKER, primarily due to adverse conditions in photovoltaic and semiconductor markets. WACKER’s chemical divisions performed well. Despite these difficult conditions, we adhered to our growth goals and invested €1.1 billion. Capital expenditures were higher than our operating cash flow, which meant our debt level increased as planned. At December 31, 2012, the net debt of €700 million was equivalent to 90 percent of the EBITDA posted in 2012 and thus far below the key figures specified in the loan agreements. Equity was almost unchanged at a high level of 41 percent.

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Supplementary Information as per the Takeover Directive Implementation Act

 

  

 

The following table contains information required by Section 315, Subsection 4 of the German Commercial Code (HGB):

 

§ 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 Shareholders’ 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
Each of the following holds over 10 percent of the subscribed capital: Dr. Alexander Wacker Familiengesellschaft mbH, based in Munich, Blue Elephant Holding GmbH, based in Pöcking, and Dr. Peter-Alexander Wacker, resident in Starnberg and to whom the voting shares of Blue Elephant Holding GmbH are attributable.

 

  

 

§ 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 (or association) 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 Association do not contain any further provisions in this respect. Pursuant to Section 4 of the Articles of Association, 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 Association 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 Association 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 May 21, 2010 Annual Shareholders’ 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 percent 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 a 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. In addition, several loan agreements contain change-of-control clauses. Here, too, the clauses are typical of this type of agreement.

 

  

 

§ 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).