The Board of Directors of Clariant Ltd comprises at least six and no more than twelve members pursuant to Article 19 of the Articles of Association of Clariant Ltd.

All members of the Board of Directors (except for Hariolf Kottmann, who held the position of CEO until 15 October 2018) are considered to be independent in accordance with international best-practice standards. No member of the Board of Directors exceeds any of the maximum number of mandates as stipulated in Article 38 of the Articles of Association, except for Abdullah Mohammed Alissa in accordance with the transitional provision, Article 44, in the Articles of Association.

5.1. Members of the Board of Directors

5.1.1. Rudolf Wehrli, Swiss citizen

Function at Clariant: Chairman, non-executive member of the Board of Directors
Born: 1949
Year of first election: 2007
Board member and Chairman until the Extraordinary General Meeting dated 16 October 2018

Professional career: Following studies at the Universities of Zurich and Basel, where he earned doctorates in theology, philosophy, and German literature, Rudolf Wehrli began his career at McKinsey & Co. in 1979. In 1984 he joined the Schweizerische Kreditanstalt (now Credit Suisse) as a member of the company’s senior management. In 1986, he became Marketing Manager and member of the Executive Committee of the Silent Gliss Group. Five years later, he took over the management of the group’s German subsidiary. In 1995 he transferred to the Gurit-Heberlein Group as a member of the Executive Committee, and was promoted to Chief Operating Officer in 1998 and Chief Executive Officer in 2000. He remained in this position until the company split up in 2006. A member of the Board of Directors of Clariant Ltd since 2007, he became Chairman in 2012.

Other activities: Board of Directors/Supervisory Board mandates as stipulated in Article 38 para 1 of the Articles of Association:

Mandates according to Article 38 para 1 lit. a) none.

Mandates according to Article 38 para 1 lit. b) five: Kambly AG, Switzerland; Chairman of the Board of Directors of Rheinische Kunststoff-Werke SE, Germany; Chairman of the Board of Directors of Sefar Holding AG, Switzerland; Wipf AG, Switzerland; HaKa Gerodur AG, Switzerland.

Mandates according to Article 38 para 1 lit. c) seven (including member of the Board of Trustees of Avenir Suisse and member of the Board of Clariant Foundation [until 8 June 2018]).

5.1.2. Günter von Au, German citizen

Function at Clariant: Vice-Chairman (until the Extraordinary General Meeting dated 16 October 2018), non-executive member of the Board of Directors
Born: 1951
Year of first election: 2011

Professional career: After studying textile and polymer chemistry at Reutlingen University and Chemistry at the University of Tübingen, where he obtained a doctorate, Günter von Au began his career in 1980 in Burghausen at Wacker-Chemie AG. He held a number of different management positions at the company through 2001 in Germany, Brazil, and the United States – most recently as Head of Wacker’s division for polymers, specialty chemistry, and basic chemistry in Munich. He was also CEO of Wacker Polymer Systems GmbH & Co. KG in Burghausen, Germany. He joined Süd-Chemie in 2001 as President and CEO of Süd-Chemie Inc. In 2004, he became CEO of the Management Board of Süd-Chemie AG in Munich and held this position until 31 March 2012. On 1 April 2012, Mr. von Au joined the Board of Directors at Clariant Ltd and has, since then, acted as Vice-Chairman of the Board of Directors.

Other activities: Board of Directors/Supervisory Board mandates as stipulated in Article 38 para 1 of the Articles of Association:

Mandates according to Article 38 para 1 lit. a) one: Chairman of the Supervisory Board of Stada Arzneimittel AG, Germany.

Mandates according to Article 38 para 1 lit. b) five: Member of the Supervisory Board of Bayernwerk AG, Germany; Member of the Advisory Committee of Gebr. Röchling KG, Germany; Chairman of the Board of CeramTec GmbH, Germany; Chairman of the Supervisory Board of Synlab Holding Deutschland GmbH, Germany; Member of the Advisory Board of Baerlocher GmbH, Germany.

Mandates according to Article 38 para 1 lit. c) three: Chairman of the Board of Directors of the Bavarian Chemical Industry Association, Germany; Vice President of the German Institute of Economic Research, Germany; Chairman of the Advisory Board of Tyczka GmbH, Germany.

5.1.3. Peter Chen, US and Swiss citizen

Function at Clariant: Non-executive member of the Board of Directors
Born: 1960
Year of first election: 2006
Board member until the Extraordinary General Meeting dated 16 October 2018

Professional career: Peter Chen studied chemistry at the University of Chicago and in 1987 received a doctorate from Yale University in New Haven, Connecticut. He then served as an assistant professor (1988 to 1991) and associate professor (1991 to 1994) at Harvard University in Cambridge, Massachusetts. Since September 1994, he has been a full Professor of Physical Organic Chemistry at ETH Zurich. From 2007 to 2009, he was Vice President of Research and Corporate Relations at ETH Zurich.

Other activities: Board of Directors/Supervisory Board mandates as stipulated in Article 38 para 1 of the Articles of Association:

Mandates according to Article 38 para 1 lit. a) none.

Mandates according to Article 38 para 1 lit. b) none.

Mandates according to Article 38 para 1 lit. c) two: Consultant at Givaudan, Switzerland; Gesellschaft zur Förderung von Forschung und Ausbildung im Bereich der Chemie (Zurich).

5.1.4. Hariolf Kottmann, German citizen

Function at Clariant: Chairman of the Board of Directors since 16 October 2018; Chief Executive Officer (CEO) and executive member of the Board of Directors until 15 October 2018
Born: 1955
Year of first election: 2008

Professional career: Hariolf Kottmann earned his PhD in organic chemistry at the University of Stuttgart in 1984. In 1985 he launched his career at the former Hoechst AG in Frankfurt, where he held several key management positions across the company’s chemical divisions and functions. In 1996, he was appointed Deputy Head of the Basic Chemicals Division at Hoechst AG and took responsibility for the Inorganic Chemicals BU. In 1998, he joined Celanese Ltd in New Jersey (United States) as a member of the Executive Committee and Head of the Organic Chemicals BU. In April 2001, he was appointed as member of the Executive Committee of SGL Carbon AG, where he was responsible for the Graphite Specialties, Corrosion Protection, and Advanced Materials Divisions as well as the Eastern Europe and Asia regions until 30 September 2008. He was also in charge of the SGL Excellence and Technology & Innovation corporate functions. He has been a member of the Board of Directors of Clariant Ltd since April 2008 and became CEO of Clariant on 1 October 2008 and held this position until 15 October 2018.

Other activities: Board of Directors/Supervisory Board mandates as stipulated in Article 38 para 1 of the Articles of Association:

Mandates according to Article 38 para 1 lit. a) none.

Mandates according to Article 38 para 1 lit. b) one: Plansee Holding AG, Austria.

Mandates according to Article 38 para 1 lit. c) seven: Member of the Board of Trustees of ETH Zurich Foundation; Member of the Board of Trustees of Aventis Foundation, Frankfurt; Member of the Executive Committee of Science Industries, Zurich; President of the Board of Cefic (European Chemical Industry Council) and of its Executive Committee; Chairman of the Board of ICCA (International Council of Chemical Associations); Chairman of the Board of Clariant Foundation; Member of the Advisory Board of Deloitte, Zurich.

5.1.5. Dr. Khaled Homza A. Nahas

Function at Clariant: Vice-Chairman, non-executive member of the Board of Directors
Born: 1949
Year of first election: 2018

Professional career: Dr. Khaled Homza A. Nahas holds the following degrees: a BSc in mining and engineering from the University of Washington, Seattle, USA; a master’s degree in industrial engineering from the Oregon State University, Oregon, USA; PhD in engineering and economic systems from Stanford University, California, USA. Dr. Khaled Homza A. Nahas is a member of the SABIC Board of Directors, Head of the Risk and Sustainability Committee, and member of both the Audit and Investment Committee. Dr. Khaled Homza A. Nahas was a board member of Hassanah Investment Company and the National Water Company until 2017. Previously, he held various positions in Saudi Arabia, including Vice President of the Industrial Committee in the Chamber of Commerce and Industry (1986 to 1989), and was also a member of the Shoura Council (1997 to 2001) and the Mayor of Mecca (2001 to 2006). Dr. Khaled Homza A. Nahas was also a member of the boards of directors of several companies, including Saudi Investment Bank, General Organization of Military Industries, Saudi Hotels & Resorts Company (SHARACO), Saudi Telecom Company STC, National Commercial Bank, and Riyad Bank. He was also Chairman of the Board of Directors of the National Company for Spring Mattresses & Sponges and the Tabuk Hotels Company.

Other activities: Board of Directors/Supervisory Board mandates as stipulated in Article 38 para 1 of the Articles of Association:

Mandates according to Article 38 para 1 lit. a) one: Saudi Basic Industries Corporation (SABIC), Saudi Arabia.

Mandates according to Article 38 para 1 lit. b) none.

Mandates according to Article 38 para 1 lit. c) none.

5.1.6. Abdullah Mohammed Alissa

Function at Clariant: Non-executive member of the Board of Directors
Born: 1956
Year of first election: 2018

Professional career: Abdullah Mohammed Alissa holds an MSc in engineering management and a BSc in industrial engineering from Southern Methodist University in Dallas, USA. Abdullah Mohammed Alissa is a member of the SABIC Board of Directors, Head of the Remuneration and Nomination Committee, and member of both the Audit and Investment Committees. Abdullah Mohammed Alissa is also the Chief Executive Officer of Assila Investment Company and Chairman of Abdullah Mohammed Alissa Consulting Engineers. In addition, he is the Chairman of Dur Hospitality Co., Chairman of Amias Holding Co., and Chairman of Riyad Bank. Abdullah Mohammed Alissa is also on the boards of several other companies, including Saudi Arabian Mining Company (Ma’aden) and Etihad Etisalat (Mobily). He previously held the positions of Chairman and Managing Director of National Medical Care Co. and Chairman of Arabian Cement.

Other activities: Board of Directors/Supervisory Board mandates as stipulated in Article 38 para 1 of the Articles of Association:

Mandates according to Article 38 para 1 lit. a) five: Saudi Basic Industries Corporation (SABIC), Saudi Arabia; Dur Hospitality Company, Saudi Arabia; Riyad Bank, Saudi Arabia; Saudi Arabian Mining Company (Ma’aden), Saudi Arabia; Etihad Etisalat (Mobily), Saudi Arabia.

Mandates according to Article 38 para 1 lit. b) one: Assila Investment Company, Saudi Arabia.

Mandates according to Article 38 para 1 lit. c) two: Abdullah Mohammed Alissa Consulting Engineers, Saudi Arabia; Amias Holding Company, Saudi Arabia.

5.1.7. Calum MacLean

Function at Clariant: Non-executive member of the Board of Directors
Born: 1963
Year of first election: 2018

Professional career: Calum MacLean holds a BSc (Hons) degree in chemistry from Aberdeen University, UK. Calum MacLean has been a member of the SABIC Board (Non-Executive Director) and a member of the Risk and Sustainability Committee since 2017. Calum MacLean has been Chief Executive Officer of Synthomer plc (UK FTSE 250 listed), a speciality chemical company, since January 2015. Previously, Calum MacLean was a founding member of INEOS Group, established in 1998. During his time at INEOS he held a number of senior executive roles, including Chief Executive Officer of INEOS Refining from December 2006 to 2011, Chief Executive Officer of EVC Corporation and subsequently INEOS ChlorVinyls until 2005, Chief Executive Officer INEOS Styrenics and subsequently Chairman of Styrolution (at that time a joint venture with BASF), and Chief Executive Officer of PetroIneos Refining (a joint venture with Petro China). Additionally, he served as the Chairman and Chief Executive Officer of INEOS Olefins and Polymers Europe and Chief Executive Officer of INEOS Phenol.

Other activities: Board of Directors/Supervisory Board mandates as stipulated in Article 38 para 1 of the Articles of Association:

Mandates according to Article 38 para 1 lit. a) two: Saudi Basic Industries Corporation (SABIC), Saudi Arabia; Synthomer plc, UK.

Mandates according to Article 38 para 1 lit. b) none.

Mandates according to Article 38 para 1 lit. c) none.

5.1.8. Geoffery Merszei

Function at Clariant: Non-executive member of the Board of Directors
Born: 1951
Year of first election: 2018

Professional career: Geoffery Merszei holds a BSc in economics from Albion College in Michigan, USA. Geoffery Merszei is the Chairman and Chief Executive of Zolenza AG, an investment and advisory firm based in Zug, Switzerland. Geoffery Merszei was previously the Executive Vice President of The Dow Chemical Company, President of Dow Europe, the Middle East and Africa, and Chairman of Dow Europe before retiring in 2013. He served on Dow’s board from 2005 to 2009 and was the Lead Director on the board of Dow Corning Corporation. He was also Chairman of Dow’s Geographic Leadership Council and a member of Dow’s Executive Leadership Committee. Previously, he was Dow’s Executive Vice President and Chief Financial Officer. In 2001, Geoffery Merszei served as Executive Vice President and Chief Financial Officer of Alcan Inc. He has also served as a board member of the Chemical Financial Corporation, and as a trustee and executive committee member of the United States Council for International Business. Further board mandates include OC Oerlikon Corporation AG and EuroChem Group AG.

Other activities: Board of Directors/Supervisory Board mandates as stipulated in Article 38 para 1 of the Articles of Association:

Mandates according to Article 38 para 1 lit. a) one: OC Oerlikon Corporation AG, Switzerland.

Mandates according to Article 38 para 1 lit. b) one: EuroChem Group AG, Switzerland.

Mandates according to Article 38 para 1 lit. c) one: Zolenza AG, Switzerland.

5.1.9. Eveline Saupper, Swiss citizen

Function at Clariant: Non-executive member of the Board of Directors
Born: 1958
Year of first election: 2016

Professional career: Eveline Saupper studied law at the University of St. Gallen, Switzerland (HSG). She was a partner at the law firm Homburger AG, Zurich, Switzerland, until 2014 and Of Counsel of said law firm until March 2017. Before joining Homburger in 1985, she worked as a tax specialist with Peat Marwick Mitchell (today KPMG) in Zurich. She holds a PhD in law from the University of St. Gallen and past her bar exams in Zurich. Eveline Saupper is also a certified tax expert.

Other activities: Board of Directors/Supervisory Board mandates as stipulated in Article 38 para 1 of the Articles of Association:

Mandates according to Article 38 para 1 lit. a) two: Flughafen Zürich AG, Switzerland; Georg Fischer AG, Switzerland.

Mandates according to Article 38 para 1 lit. b) three: Stäubli Holding AG, Switzerland; Hoval Aktiengesellschaft, Liechtenstein; Interhoval AG, Switzerland.

Mandates according to Article 38 para 1 lit. c) four: Mentex Holding AG, Switzerland; Stiftung Schweizer Berghilfe, Switzerland; UZH Foundation [University of Zurich], Switzerland; Tourismus Savognin Bivio Albula AG, Switzerland.

5.1.10. Carlo G. Soave, British citizen

Function at Clariant: Non-executive member of the Board of Directors
Born: 1960
Year of first election: 2008

Professional career: Carlo G. Soave studied languages and economics at Heriot-Watt University in Edinburgh, Scotland. He launched his career in 1982 at Oerlikon-Bührle in Switzerland, moving to Procter & Gamble in 1984. There he held various senior management positions, including Vice President of Global Purchasing for the Fabric and Home Care Division. In 2004, he founded Soave & Associates, a consulting company based in Brussels, Belgium. He is an Advisory Board member of MonoSol LLC, a company based in Indiana (United States) that belongs to the Kuraray Group (Japan).

Other activities: Board of Directors/Supervisory Board mandates as stipulated in Article 38 para 1 of the Articles of Association:

Mandates according to Article 38 para 1 lit. a): none.

Mandates according to Article 38 para 1 lit. b) one: Advisory Board of MonoSol LLC, United States.

Mandates according to Article 38 para 1 lit. c) one: Managing Director of Soave & Associates, Belgium.

5.1.11. Peter Steiner, German citizen

Function at Clariant: Non-executive member of the Board of Directors
Born: 1959
Year of first election: 2016

Professional career: Peter Steiner studied business administration in Mannheim and Cologne, Germany, and finished with a master’s degree. He is a German certified public accountant, tax advisor, and business consultant with a focus on mergers and acquisitions, financing, and investment management. Peter Steiner was previously a partner of the investment company One Equity Partners LLC and worked for MG Technologies AG as its Chief Financial Officer. At Dyckerhoff AG, he was successively CFO, Chief Operating Officer, and finally CEO. Following his many years as an auditor with Arthur Andersen & Co., he was also CFO of Süba Bau AG.

Other activities: Board of Directors/Supervisory Board mandates as stipulated in Article 38 para 1 of the Articles of Association:

Mandates according to Article 38 para 1 lit. a) two: Zeal Network SE, Great Britain; Wienerberger AG, Austria.

Mandates according to Article 38 para 1 lit. b) three: Caldic B.V., The Netherlands; JM Holding GmbH & Co. KGaA, Germany; Renolit SE, Germany.

Mandates according to Article 38 para 1 lit. c) none.

5.1.12. Claudia Suessmuth Dyckerhoff, German citizen

Function at Clariant: Non-executive member of the Board of Directors
Born: 1967
Year of first election: 2016

Professional career: Claudia Suessmuth Dyckerhoff holds a PhD in business administration from the University of St. Gallen/University of Michigan Ann Arbor, USA, focusing on strategy, organization, and operational excellence. Claudia Suessmuth Dyckerhoff also holds an MBA from CEMS/ESADE. She joined McKinsey in 1995 in Switzerland and since then focused on advising mainly healthcare companies in Europe, the United States, Greater China, and across Asia. She was a Senior Partner at McKinsey & Company and led the Asia Health Services and Systems sector within McKinsey until March 2016 when she became a Senior External Advisor to McKinsey.

Other activities: Board of Directors/Supervisory Board mandates as stipulated in Article 38 para 1 of the Articles of Association:

Mandates according to Article 38 para 1 lit. a) one: Roche Holding AG, Switzerland.

Mandates according to Article 38 para 1 lit. b) three: Member of Board of Directors at Ramsay Health Care (Sydney); Member of Board of Directors at Cyrcadia Ltd., Hong Kong (start-up); Member of Board of Directors at Edugreen Education & Services Ltd., Kolkata, India (start-up).

Mandates according to Article 38 para 1 lit. c) three: Member of the Advisory Council at Buurtzorg Neighborhood Care Asia Ltd., Hong Kong; Member of the Advisory Council of the University of St. Gallen, Switzerland; Member of the Advisory Council at IMA [International Market Assessment], Shanghai, China.

5.1.13. Susanne Wamsler, US citizen

Function at Clariant: Non-executive member of the Board of Directors
Born: 1961
Year of first election: 2015

Professional career: Susanne Wamsler studied at Princeton University in Princeton, New Jersey, USA, graduating with a degree in political economy. From 1984 to 1988, she held various positions with Deutsche Bank AG in Munich and New York. In 1989, she received her MBA from INSEAD in Fontainebleau, France. Since then, she has been a successful entrepreneur in different fields, including retail, real estate, telecommunications, and wealth management. She complemented her education with certificates in board membership and corporate governance and has previously held mandates and officer positions in different businesses as well as non-profit organizations before joining the Clariant Board.

Other activities: Board of Directors/Supervisory Board mandates as stipulated in Article 38 para 1 of the Articles of Association: none

5.1.14. Konstantin Winterstein, German citizen

Function at Clariant: Non-executive member of the Board of Directors
Born: 1969
Year of first election: 2011

Professional career: Konstantin Winterstein studied at the Technical Universities in Darmstadt and in Berlin, where he completed a degree in production engineering. In 2004, he received his MBA from INSEAD in Fontainebleau and Singapore. From 1997 to 2014, he has held various positions with the BMW Group. Since 2014, he is a member of the management board of Ringmetall AG in Munich, and Co-CEO since 2017. From 2006 to 2011, he served on the Supervisory Board of Süd-Chemie AG.

Other activities: Board of Directors/Supervisory Board mandates as stipulated in Article 38 para 1 of the Articles of Association:

Mandates according to Article 38 para 1 lit. a) one: Ringmetall AG, Germany.

5.2. Cross-involvement

There are no cross-involvements.

6. Elections

The Board of Directors will stand for election or re-election for one- year terms. The Chairman of the Board of Directors of Clariant Ltd as well as the members of the Compensation Committee will be elected individually for a term of one year by the Annual General Meeting. Only members of the Board of Directors are eligible.