We have audited pages 140 and 143 of the compensation report of Clariant AG for the year ended 31 December 2015.

Board of Directors’ responsibility

The Board of Directors is responsible for the preparation and overall fair presentation of the remuneration report in accordance with Swiss law and the Ordinance against Excessive Compensation in Stock Exchange Listed Companies (Ordinance). The Board of Directors is also responsible for designing the remuneration system and defining individual remuneration packages.

Auditor’s responsibility

Our responsibility is to express an opinion on the accompanying remuneration report. We conducted our audit in accordance with Swiss Auditing Standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the remuneration report complies with Swiss law and articles 14 – 16 of the Ordinance.

An audit involves performing procedures to obtain audit evidence on the disclosures made in the remuneration report with regard to compensation, loans and credits in accordance with articles 14 – 16 of the Ordinance. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatements in the remuneration report, whether due to fraud or error. This audit also includes evaluating the reasonableness of the methods applied to value components of remuneration, as well as assessing the overall presentation of the remuneration report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion, pages 140 and 143 of the compensation report of Clariant AG for the year ended 31 December 2015 complies with Swiss law and articles 14 – 16 of the Ordinance.

PricewaterhouseCoopers AG

Dr. Daniel Suter, Audit expert, Auditor in charge (signature)

Dr. Daniel Suter
Audit expert
Auditor in charge

Ruth Sigel, Audit expert (signature)

Ruth Sigel
Audit expert

Basel, 15 February 2016

PricewaterhouseCoopers Ltd
St. Jakobs-Strasse 25, Postfach
4002 Basel, Switzerland
Telephone: +41 58 792 51 00
Facsimile: +41 58 792 51 10

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