Management Report of Wacker Chemie AG

(Summary as per the German Commercial Code)

The management report of Wacker Chemie AG and the Group management report for fiscal 2014 are combined in accordance with German Commercial Code (HGB) Section 315, Subsection 3 in connection with Section 298, Subsection 3. The annual financial statements of Wacker Chemie AG, prepared in accordance with the German Commercial Code (HGB), and the combined management report are published simultaneously in the “Elektronischer Bundesanzeiger” (the electronic version of Germany’s Federal Gazette).

Further to our report on the WACKER Group, we explain developments at Wacker Chemie AG. As required by German law, the combined management report includes a separate section covering all mandatory reporting elements pertaining to Wacker Chemie AG.

Wacker Chemie AG is the parent company of the WACKER Group and is headquartered in Munich, Germany. The parent company operates through four business divisions – WACKER SILICONES, WACKER POLYMERS, WACKER BIOSOLUTIONS and WACKER POLYSILICON – which generate a substantial part of the Group’s sales. In fiscal 2014, Siltronic AG was affiliated with Wacker Chemie AG on the basis of a profit-and-loss transfer agreement. Wacker Chemie AG’s business is also strongly characterized by its directly and indirectly held subsidiaries and investments located in Germany and abroad. Wacker Chemie AG has 56 subsidiaries, joint ventures and associated companies in total. The company also handles the Group’s corporate functions. Wacker Chemie AG’s Executive Board exercises key leadership functions for the whole Group. This Board determines the Group’s strategy, allocates resources (such as funds for investment) and is responsible for the management of executive personnel and of corporate finances. It also oversees communication with important target groups, especially capital markets and shareholders.

Key performance indicators used in the management decision-making process are applied groupwide in all business divisions. Corporate goals for the divisions are defined and reported on a groupwide basis. Even though Wacker Chemie AG is an independent entity, no separate key performance indicators are defined or reported. For more information, please refer to the respective details provided on the WACKER Group as a whole. The general business and financial conditions of Wacker Chemie AG principally correspond to those of the Group and are stated in section 3.

Wacker Chemie AG had 9,435 employees as of December 31, 2014.

The annual financial statements of Wacker Chemie AG were prepared in accordance with the German Commercial Code (HGB) and the German Stock Corporation Act (AktG). Major deviations from the IFRS figures exist in relation to fixed assets, depreciation and amortization, provisions for pensions, and deferred taxes. On the EBITDA front, there are only slight differences between IFRS and HGB figures.