Annual Report 2025

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Creating tomorrow’s solutions

Report of the
Supervisory Board

Dear Shareholders,

The global environment once again presented Wacker Chemie AG with numerous challenges in 2025, with underlying conditions dominated by ongoing geopolitical conflicts, uncertainty surrounding trade policy and weak demand in key customer sectors. The company’s response to these complex and challenging issues has been decisive.

One of these responses came in the form of PACE, an extensive efficiency program that was launched last year. PACE will bear fruit over the coming fiscal years and make a key contribution to strengthening WACKER’s competitiveness to lasting effect.

The company also refined its strategic focus by setting clear priorities going forward. The emphasis on specialty products in the chemical divisions, hyperpure semiconductor-grade polysilicon and innovative biotechnology solutions allows WACKER to remain well positioned for the future.

This is why it continued to invest systematically in this strategic direction in 2025, despite challenging economic times. One notable example is the commissioning of a new production line for hyperpure semiconductor-grade polysilicon at the Burghausen site. At over €300 million, the new production facility represents the Group’s largest single investment in the last ten years. The opening of the WACKER Biotechnology Center in Munich also created new research capacities for the manufacturing of biopharmaceuticals and ingredients for foods and food supplements. These examples showcase just how systematically the company is investing in attractive growth markets to lay the foundation for profitable growth in the years to come.

Even though the economic environment is more than likely to remain challenging in the current 2026 fiscal year, we are convinced that the company is on track to generate significant added value for all its stakeholders.

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 2025, 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, risk management and 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 held four meetings in 2025, two in the first half of the year and two in the second half. Specific agenda items were discussed without the Executive Board being present. 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. Discussions centered in particular around the difficult economic environment and the need to safeguard earnings and liquidity, as well as the risk situation and risk management, with a focus on the following issues:

  • Weak global demand coupled with fierce competition

  • Adjusting and enhancing the corporate strategy in a challenging market environment

  • Macroeconomic and geopolitical uncertainty and the resulting opportunities and risks for our business

  • PACE cost-saving project

  • Investment planning

  • Innovation

  • Financing activities

The Supervisory Board discussed the WACKER Group’s plans for 2026 at its meeting of December 4, 2025. On that occasion, the Supervisory Board also dealt with medium-term corporate plans for 2026 – 2030. In addition, it discussed and approved the capital-expenditure budget for 2026.

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 2024 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 2025 Annual Shareholders’ Meeting about appointing an auditor for any reviews of interim financial reports for 2026 in the period preceding the ordinary Annual Shareholders’ Meeting for the 2026 fiscal year. The Audit Committee then awarded the auditing contract for 2025 as per the resolution of the ordinary Annual Shareholders’ Meeting for the 2025 fiscal year.

The Executive Committee met twice in person in 2025. The committee members discussed recommendations to the Supervisory Board regarding compensation issues and the reappointment of Dr. Tobias Ohler and Dr. Christian Kirsten. 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, two 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. Committee meetings were always attended by all members. Members’ attendance at meetings of the Supervisory Board and at their respective committee meetings is disclosed in personalized form in the following table:

Supervisory Board meeting attendance

Full Supervisory Board

 

Attendance at meetings during period of office

 

 

 

Dr. Peter-Alexander Wacker

 

4/4

Manfred Köppl

 

4/4

Prof. Andreas H. Biagosch

 

4/4

Dr. Gregor Biebl

 

4/4

Matthias Biebl

 

4/4

Prof. Patrick Cramer

 

2/4

Stefan Entholzner

 

4/4

Ingrid Heindl

 

3/4

Barbara Kraller

 

4/4

Dr. Benedikt Postberg

 

4/4

Harald Sikorski

 

4/4

Reinhard Spateneder

 

4/4

Ann-Sophie Wacker

 

3/4

Prof. Anna Weber

 

4/4

Dr. Susanne Weiss

 

4/4

Günter Zellner

 

4/4

 

 

 

Executive Committee

 

 

Dr. Peter-Alexander Wacker

 

2/2

Manfred Köppl

 

2/2

Matthias Biebl

 

2/2

 

 

 

Audit Committee

 

 

Dr. Peter-Alexander Wacker

 

4/4

Manfred Köppl

 

4/4

Prof. Anna Weber

 

4/4

 

 

 

Mediation Committee

 

 

Dr. Peter-Alexander Wacker

 

0/0

Manfred Köppl

 

0/0

Prof. Andreas Biagosch

 

0/0

Barbara Kraller

 

0/0

Corporate Governance

Last year, the Supervisory Board looked closely at corporate governance standards. At its meeting of December 4, 2025, 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 2025. 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 7, 2025. 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 24, 2026, 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 March 4, 2026, 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, 2025 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 appropriation of net retained profit. In accordance with Section 162 (3) sentence 2 of the German Stock Corporation Act, the compensation report for 2025 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

There were no changes to the composition of Wacker Chemie AG’s Executive and Supervisory Boards in 2025.

The Supervisory Board would like to thank every single WACKER employee for their commitment in 2025 and to extend special thanks to the Executive Board’s members and the employee councils for their dedication and leadership in another very challenging year.

Munich, March 4, 2026
The Supervisory Board

Introduction Text by Dr Wacker (Photo)

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