Report of the
Supervisory Board

Dear Shareholders,

2024, too, brought many challenges for the whole chemical sector. Markets were generally weak and the economy was impacted by numerous external factors. Despite these challenging conditions, Wacker Chemie AG remained on course, thanks to the commitment and dedication of more than 16,000 employees around the world.

In 2024, the Group again showed its capabilities as a world-leading specialty chemical company and a highly competent player in the biotechnology sector. Once more, the strengths of the Group’s diversified business model were effective. The Group’s broad focus on attractive growth fields and its global presence enabled business performance to remain within the projected corridor despite the challenging times.

Business benefited, too, from the Group’s strategy of continuously improving its processes and structures. For example, a continuous productivity program – the WACKER Operating System – was set up more than 20 years ago to cut operating costs each year. As in recent years, some 1,000 improvement measures were again implemented in the reporting year, resulting in savings of about €60 million. Continuous cost optimization is a key lever for enhancing the Group’s competitiveness.

Last year saw key investments in the company’s ability to innovate and in production-capacity expansions. The Group’s innovative strength is reflected, for example, in some 3,100 active patents worldwide and in 1,100 patent applications currently pending globally. The strategic focus on specialty silicones gained momentum, with plant expansions at Zhangjiagang in China and construction work starting on a new production site at Karlovy Vary in the Czech Republic. Biotech business was strengthened as well, with a new competence center for mRNA actives opening in Halle (Saale), Germany. The Group’s goal of increasing the percentage of semi­conductor-grade polysilicon in its business portfolio came a big step closer with the expansion of capacity for hyperpure polysilicon at the Burghausen site. The new plant will start up in 2025.

Thanks to this strategic approach and the consistent focus on profitable growth and sustainability, Wacker Chemie AG remains well positioned for the future.

Continuous dialogue with the Executive Board

At WACKER, sound corporate governance and control are built on a relationship of trust between the Executive Board and Supervisory Board as they work closely together in the company’s interest. In 2024, the Supervisory Board performed – with great diligence – the duties incumbent upon it under law, the Articles of Association and its own Rules of Procedure. The Supervisory Board was involved at an early stage in every decision of fundamental significance for the company.

In both written and oral reports, the Executive Board regularly provided the Supervisory Board with timely and comprehensive information on corporate planning, strategic development, business operations, and the current state of Wacker Chemie AG and the Group, including the risk situation, risk management, and compliance and sustainability issues. Beyond scheduled Supervisory Board meetings, the chair of the Supervisory Board remained in close contact with the Executive Board, especially with the CEO, conferring on issues of strategy, business development, risk exposure and of risk management, as well as on compliance, and was kept informed of current trends, the business situation, and key business transactions. Any deviations from business plans and targets were explained to the Supervisory Board in detail.

Wherever required by statutory provisions or the Articles of Association, the Supervisory Board voted on the reports and proposals of the Executive Board after detailed examination and discussion. There was no need for additional monitoring measures, such as the inspection of corporate documents or the appointment of experts. The Supervisory Board met on a regular basis, sometimes without the Executive Board being in attendance.

In the reporting year, particularly close attention was paid to the current earnings situation, including the risk position and risk management, as well as to the company’s liquidity and financial position.

The Supervisory Board held four meetings in 2024, two in the first half of the year and two in the second half. All Supervisory Board meetings were in person. Between meetings, the Executive Board informed the Supervisory Board in detail by means of written reports about all projects and plans of particular importance to the Group. At its full meetings and in its committees, the Supervisory Board discussed in detail business transactions of importance to the company and referred to the reports submitted by the Executive Board. The full meetings were prepared by shareholder and employee representatives in their own separate sessions.

The Supervisory Board’s main areas of deliberation

The development of sales, earnings and employment at Wacker Chemie AG and the Group, together with strategic development opportunities, were the subject of regular consultations in the full meetings of the Supervisory Board.

In the reporting year, the major areas of deliberation for the Supervisory Board were:

• Global market challenges, particularly persistently high raw-material and energy costs
• Geopolitical developments and the resulting opportunities and risks for our business
• M&A and CapEx projects
• Financing activities

The Supervisory Board discussed the WACKER Group’s plans for 2025 at its meeting of December 5, 2024. On that occasion, the Supervisory Board also dealt with medium-term corporate plans for 2025–2029. In addition, it discussed and approved the capital-expenditure budget for 2025.

Work in the committees

The Supervisory Board is assisted in its work by the committees it has constituted. WACKER’s Supervisory Board has created three committees – an Audit Committee, an Executive Committee, and a Mediation Committee (the latter in accordance with Section 27 (3) of the German Co-Determination Act (MitbestG)). The tasks and the members of these committees are detailed in the declaration on corporate management.

The Audit Committee met four times in person last year. In the presence of the auditors, it discussed the audit of the annual financial statements of Wacker Chemie AG and the Group for 2023 and the consolidated interim financial statements for the first half-year. It also examined the Group’s quarterly financial figures as well as issues relating to risk management, the accounting process, the internal control systems, compliance, auditing, and the preparatory review of sustainability reporting. It monitored the audit, especially regarding quality, as well as the independence of the auditors and the additional services they performed. The Audit Committee also submitted a recommendation to the Supervisory Board for the latter’s proposal to the 2024 Annual Shareholders’ Meeting about appointing an auditor for any reviews of interim financial reports for 2025 in the period preceding the ordinary Annual Shareholders’ Meeting for the 2025 financial year. The Audit Committee then awarded the auditing contract for 2024 as per the resolution of the ordinary Annual Shareholders’ Meeting for the 2023 financial year and determined the focus of auditing.

The Executive Committee met once in person in 2024. The committee members discussed recommendations to the Supervisory Board for determining the Executive Board’s total compensation in 2023 and its performance goals for variable compensation in 2024.

The Mediation Committee did not need to be convened in the reporting year.

The Supervisory Board was regularly informed about the committees’ work.

Initial and advanced training

The members of the Supervisory Board are called upon to take part in training courses at regular intervals and are responsible for meeting this obligation themselves. The company supports the members in their educational endeavors, in particular by granting them generous expense allowances, which can and should be used for further training, among other things. When they take office, new Supervisory Board members receive an information package about their rights and obligations; it also includes information sheets on insider-trading bans and on personal transactions by managers. Where necessary, they are also informed about significant changes in legislation and court rulings affecting their work, or are able to take part in internal information events.

Personalized disclosure of attendance at meetings

Last year, four members were excused from one Supervisory Board meeting each and one member was excused from two meetings. Otherwise, all members of the Supervisory Board attended all of its meetings. As regards the committees’ meetings, one member was excused from one meeting in 2024. Otherwise, all committee members attended their respective committee meetings. Members’ attendance at meetings of the Supervisory Board and at their respective committee meetings is disclosed in personalized form in the following table:

Corporate governance

Last year, the Supervisory Board looked closely at corporate governance standards. At its meeting of December 5, 2024, the Supervisory Board, as scheduled, dealt with application of the German Corporate Governance Code and adopted the annual declaration of conformity that must be submitted jointly by the Executive and Supervisory Boards in accordance with Section 161 of the German Stock Corporation Act (AktG). This declaration is available on the company’s website and is also included in the declaration on corporate management.

Further information on corporate governance at WACKER can likewise be found in the declaration on corporate management.

At its December meeting, the Supervisory Board also conducted a self-assessment and found that it works efficiently – for example, due to the regular preliminary discussions regarding the Supervisory Board meetings, the comprehensive reports provided by the Executive Board and the detailed documents received well in advance of the meetings. Further information on the Supervisory Board’s regular self-assessments can be found in the declaration on corporate management.

Audit of the annual financial statements of Wacker Chemie AG and the WACKER Group

PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Munich, audited the annual financial statements of Wacker Chemie AG, the consolidated financial statements and the combined management report – including the Group Sustainability Report – for 2024. PricewaterhouseCoopers GmbH Wirtschafts­prüfungsgesellschaft has audited Wacker Chemie AG and the WACKER Group since 2024. The persons responsible for signing the audit are Dietmar Eglauer and Anita Botzenhardt.

The Supervisory Board’s Audit Committee had awarded the auditing contract in accordance with the resolution of the Annual Shareholders’ Meeting of May 17, 2023. The auditors conducted their audit in accordance with Section 317 of the German Commercial Code (HGB) and the EU Audit Regulation, and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer (IDW). They issued unqualified audit opinions.

The auditors also carried out a review with limited assurance of the Group Sustainability Report. Accordingly, no issues were identified that would indicate that the statement did not satisfy the statutory requirements in all material respects.

The financial-statement documents (including the auditors’ reports, the combined management report – with the Group Sustainability Report – and the Executive Board’s proposal for the distribution of profits) were submitted to all the Super­visory Board members in good time.

At its meeting of February 18, 2025, the Audit Committee examined and discussed in detail the combined management report for Wacker Chemie AG and the Group, including the Group Sustainability Report, as well as the auditors’ reports. The full Supervisory Board, at its meeting of February 27, 2025, closely examined and discussed the relevant annual accounting documents – including the Group Sustainability Report – with knowledge and in consideration of both the report of the Audit Committee and the auditors’ reports. The auditors, Dietmar Eglauer and Anita Botzenhardt, took part in the deliberations at both meetings. In addition, Hendrik Fink attended these meetings as the auditor responsible for the Group sustainability report. The auditors reported on the main results of the audits – in particular, the key audit matters described in the auditors’ reports and the outcome of the review of the Group Sustainability Report – and were available to answer questions and provide supplementary information.

After concluding its own examination, the Supervisory Board has no objections to raise to the annual financial statements of Wacker Chemie AG, the consolidated financial statements, the combined management report for Wacker Chemie AG and the Group – including the Group Sustainability Report – or the auditors’ reports.

The Supervisory Board therefore approves the annual financial statements of Wacker Chemie AG and the consolidated financial statements as of December 31, 2024 as prepared by the Executive Board. The annual financial statements of Wacker Chemie AG are hereby adopted. The Supervisory Board concurs with the Executive Board’s proposal for the distribution of retained profit. In accordance with Section 162 (3) sentence 2 of the German Stock Corporation Act, the compensation report for 2024 was examined by the auditors to determine whether the disclosures required by law pursuant to Section 162 (1) and (2) of the German Stock Corporation Act were made.

Changes in the composition of the Supervisory and Executive Boards

On the Supervisory Board, Markus Hautmann stepped down at the end of August 31, 2024. Günter Zellner succeeded him as employee representative on the Supervisory Board. He was appointed at the Executive Board’s request by order of the District Court of Munich – Registry Court – effective October 7, 2024.

There were no changes to the composition of Wacker Chemie AG’s Executive Board in 2024.

The Supervisory Board would like to sincerely thank every employee in WACKER’s global network, the Executive Board’s members and the employee councils for their commitment and dedication, and their contributions to the Group’s success. On this basis, WACKER will, moreover, master the challenges ahead and successfully maintain its market position with its innovative solutions.

Munich, February 27, 2025
The Supervisory Board

Dr. Peter-Alexander Wacker
Chair of the Supervisory Board of Wacker Chemie AG