1. The purpose of the Company is to engage in the following areas of activity:
as well as the carrying out of any other activities incidental to the activity in said areas or conducive to promoting the same.
2. The Company is authorized to establish branches both in Germany and abroad, and to establish and acquire business undertakings the purposes of which are consistent with, related to or conducive to promoting the ones stipulated in No. 1, both in Germany and abroad, or to acquire interests therein.
The financial year corresponds to the calendar year.
Announcements by the Company shall be made in the electronic German Federal Gazette. The company is authorized to transmit information to shareholders also by telecommunication.
The total shares issued on the basis of the above authorization with the exclusion of the shareholders’ subscription right in the case of capital increases in return for contributions in cash or in kind must not exceed ten percent of the share capital at the time that this authorization comes into effect or – if this value is lower – at the time of its exercise. The proportionate amount of the share capital of those shares that are to be issued on the basis of conversion or option bonds granted during the term of this authorization under the exclusion of the subscription right must be credited against the aforementioned ceiling of ten percent. The Board of Executive Directors is authorized, with the consent of the Supervisory Board, to lay down the further contents of the share rights and the details of the execution of the capital increase.
The corporate bodies of the Company are the Board of Executive Directors, the Supervisory Board and the Annual Shareholders’ Meeting.
The Board of Executive Directors shall, in the first three months of the financial year, prepare the financial statements and management report as well as the consolidated financial statements and the group management report for the preceding financial year and promptly thereafter submit them to the Supervisory Board and to the auditor. At the same time, the Board of Executive Directors shall submit to the Supervisory Board the proposal for the distribution of retained profits which it intends to submit to the Annual Shareholders’ Meeting.
The retained profits resulting from the financial statements after depreciation, value adjustments, provisions and reserves shall be distributed among the shareholders, unless the Annual Shareholders’ Meeting resolves otherwise. Instead of or in addition to a cash distribution, a distribution in kind may also be resolved by the Annual Shareholders’ Meeting.
With regard to the conversion of BASF Aktiengesellschaft into BASF SE, the formation expenses up to an amount of Euro 5,000,000 shall be borne by the Company.