Corporate governance is an important part of a company’s success, responsible corporate management and supervision. Wacker Chemie AG attaches great importance to the rules of proper corporate governance. In this report, the Executive Board provides details – also for the Supervisory Board – on corporate governance in accordance with Item 3.10 of the German Corporate Governance Code (Code) and Section 289a (1) of the German Commercial Code (HGB).

Declaration of Conformity and Corporate Governance Reporting

In the 2012 fiscal year, the Executive and Supervisory Boards dealt intensively with the company’s corporate governance and the alterations to the Code published on May 15, 2012. The Executive Board and the Supervisory Board resolved on December 6 and December 12, respectively, to issue the following Declaration of Conformity as per Section 161 of the German Stock Corporation Act (AktG). The Declaration of Conformity was made permanently available to the general public on the company’s website.

The 2012 Declaration of Conformity Issued by Wacker Chemie AG’s Executive and Supervisory Boards

General Declaration Pursuant to Section 161 of the German Stock Corporation Act

In December 2011, the Executive Board and the Supervisory Board of Wacker Chemie AG issued their last declaration of conformity pursuant to Section 161 of the German Stock Corporation Act. Since that time, Wacker Chemie AG has complied with the recommendations of the German Corporate Governance Code in the version dated May 26, 2010, with the following exceptions, and will continue to comply with the recommendations of the Code in the version dated May 15, 2012, except as follows.

Shareholder Structure

Wacker Chemie AG’s largest shareholder is still Dr. Alexander Wacker Familiengesellschaft mbH, Munich. It holds over 50 percent of the voting shares in Wacker Chemie AG (2011: over 50 percent). Blue Elephant Holding GmbH (Pöcking, Germany) once again had no voting-share changes to report in 2012. That means it still holds over 10 percent (2011: over 10 percent) of Wacker Chemie AG. Pursuant to a voting-rights notification in March 2012, BlackRock, Inc., New York, USA, holds under 3 percent of the voting shares in Wacker Chemie AG.