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Agenda

Presentation of Management's Analysis for BASF Aktiengesellschaft and the BASF Group for 2003; presentation of the Report of the Supervisory Board

The Board of Executive Directors and the Supervisory Board propose to pay a dividend of EUR 1.40 per qualifying share from the profit retained by BASF Aktiengesellschaft in 2003 in the amount of EUR 779,300,744.00. If the shareholders approve this proposal, a total dividend of EUR 778,404,774.00 will be payable on the 556,003,410 qualifying shares as of the date of approval of the Financial Statements for 2003 (March 2, 2004). The Board of Executive Directors and the Supervisory Board propose that the remaining profit retained of EUR 896,000.00 be carried forward and the profit carried forward be increased accordingly if the number of shares qualifying for dividend and the total dividend paid out are further reduced in the event that further shares are bought back up to the Annual Meeting.

The Board of Executive Directors and the Supervisory Board propose that formal approval be given to the actions of the Supervisory Board in 2003.

The Board of Executive Directors and the Supervisory Board propose that formal approval be given to the actions of the Board of Executive Directors in 2003.

The Supervisory Board proposes that Deloitte & Touche GmbH, Wirtschaftsprüfungsgesellschaft, Frankfurt (Main), Germany, be appointed auditors of BASF Aktiengesellschaft and the BASF Group for the financial year 2004.

The Board of Executive Directors and the Supervisory Board propose that the following resolution be adopted:

The company is authorized to purchase shares of the company in an amount of up to 10 percent of the company's share capital. The shares will be purchased at the discretion of the Board of Executive Directors, via the stock exchange or a public purchase offer addressed to all shareholders. The purchase price per share to be paid by the company may not, subject to sentence 5, exceed the highest market price (plus costs and charges) quoted on the floor or electronically on the Frankfurt Stock Exchange on the date of purchase. It must not be less than 75 percent of this highest price. In the event of a public offer to buy back shares, the purchase price offered and paid for each share may exceed by up to 25 percent the highest market price on the third trading day prior to the publication of the share buy-back offer.

Subject to sentences 8 to 11, the Board of Executive Directors may only sell shares purchased on the basis of the authorization after a corresponding additional resolution has been adopted at the Annual Meeting by a majority comprising at least three-quarters of the share capital represented at the meeting. Irrespective of this, the Board of Executive Directors is authorized to redeem the shares purchased on the basis of this authorization without the adoption of a further resolution by the Annual Meeting and to reduce the share capital by the part of the share capital accounted for by the redeemed shares.

The Board of Executive Directors is authorized to use shares acquired on the basis of this authorization to service option rights arising from stock options that have been, or may in the future be, issued in connection with the BASF Stock Option Program (BOP 1999/2000)presented at the Annual Meeting of April 29, 1999 or on the basis of the BASF Stock Option Program presented at the Annual Meeting of April 26, 2001 (BOP 2001/2005). As far as the issue of company shares to the members of the Board of Executive Directors is concerned, these authorizations apply to the Supervisory Board. The Board of Executive Directors is also authorized to use, with the approval of the Supervisory Board, shares acquired by virtue of this authorization for the acquisition of companies, parts of companies or holdings in companies in return for the transfer of shares. The subscription right of shareholders is excluded in respect of these company shares if the shares are sold or transferred under the authorizations specified in preceding sentences 8 to 10.

The authorizations to buy back shares and/or to redeem or resell them may be exercised wholly or partially one or more times. The authorizations to buy back company shares and to resell them may also be carried out, at the discretion of the Board of Executive Directors, by companies of the BASF Group or by third parties for the account of the company or Group companies. The authorization to buy back shares will expire on October 28, 2005.

The authorization to buy back company shares granted by the Annual Meeting on May 6, 2003, terminates with the coming into effect of this new authorization as far as the Board of Executive Directors is authorized to purchase shares. The authorizations, granted at the same time, to redeem shares purchased thereunder, to re-issue shares for servicing subscription rights from share options of senior executives and to use the shares for acquiring companies, parts of companies or holdings in companies remain valid.

The Board of Executive Directors and Supervisory Board propose the adoption of the following resolution on the use of derivative financial instruments for the buy-back of shares in addition to the authorization to buy back shares proposed under Item 6 of the Agenda above: The buy-back of shares on the basis of the authorization decided by the Annual Meeting on April 29, 2004 under Item 6 of the Agenda may also be effected by using put and call options. The acquisition price paid by the company for options must not be more than and the selling price for options received by the company must not be less than the theoretical market value of the options in question determined by recognized time-adjusted methods, in the determination of which, for example, the agreed strike price must be taken into account. When shares are acquired using put and call options, the acquisition price to be paid by the company corresponds to the strike price agreed in the financial instrument. If, for the buy-back of shares, options were used taking into account the preceding sentences 1 to 3, shareholders have no claim, with appropriate application of Section 186, Paragraph 3, sentence 4, of the German Stock Corporation Act, to conclude such option transactions with the company.

The Board of Executive Directors and the Supervisory Board propose that the following resolutions should be adopted:

a) The authorization granted to the Board of Executive Directors by the Annual Meeting on April 29, 1999 to increase the company's share capital until May 1, 2004 with the approval the Supervisory Board on a one-off basis or in portions on a number of occasions by up to EUR 500, 000, 000 by issuing new shares against contributions in cash or in kind (authorized capital) is canceled.

b) The Board of Executive Directors is, with the approval of the Supervisory Board, authorized to increase the share capital by a total amount of EUR 500, 000, 000 by issuing, on a one-off basis or in portions on a number of occasions, new shares in return for contributions in cash or in kind (authorized capital) until May 1, 2009. The new shares may be taken up by a bank appointed by the Board of Executive Directors with instructions to offer them to the shareholders (indirect subscription right).

The Board of Executive Directors is authorized to issue up to 15, 000, 000 of these new shares to employees of the company and of companies associated with the company. To this extent, the legal subscription right of shareholders is excluded.

The Board of Executive Directors is also authorized, with the approval of the Supervisory Board, to exclude the legal subscription right of shareholders,

(a) in order to acquire companies, parts of companies or holdings in companies in return for the transfer of shares in appropriate individual cases,

(b) as far as this is necessary to prevent dilution in order to grant the owners of option certificates and the creditors of convertible bonds that are issued by the company or its affiliates in connection with an authorization granted to the Board of Executive Directors by the Annual Meeting or to grant the holders of option rights issued in connection with the share option programs for senior executives submitted to the Annual Meetings on April 29, 1999 and April 26, 2001 to the extent that would be due to them after exercising the option of conversion right or after fulfilling conversion obligations, and

(c) in order to use any residual amounts.

In the case of capital increases against cash contributions, the Board of Executive Directors is further authorized to exclude the legal subscription right of shareholders, if the issue price of the new shares is not substantially lower than the stock exchange price and the number of the shares issued as a whole under this authorization is not more than 10 percent of the share capital on the date of issue.

c) Article 3, para. 7, of the Articles of Association shall be worded as follows:

"The Board of Executive Directors shall be authorized, with the approval of the Supervisory Board, to increase the company's share capital, on a one-off basis or in portions on a number of occasions, by up to a total of EUR 500, 000, 000 by issuing new shares against contributions in cash or in kind (authorized capital) up to May 1, 2009. The new shares may be taken over by a bank appointed by the Board of Executive Directors with instructions to offer them to the shareholders (indirect subscription right).

The Board of Executive Directors shall be authorized to issue up to 15, 000, 000 of these new shares to employees of the company and of companies associated with the company. To this extent, the legal subscription right of shareholders shall be excluded.

The Board of Executive Directors shall also be authorized, with the approval of the Supervisory Board, to exclude the legal subscription right of shareholders,

(a) in order to acquire companies, parts of companies or holdings in companies in return for the transfer of shares in appropriate individual cases,

(b) as far as this is necessary to prevent dilution in order to grant the owners of option certificates and the creditors of convertible bonds that are issued by the company or its affiliates in connection with an authorization granted to the Board of Executive Directors by the Annual Meeting or to grant the holders of option rights issued in connection with share option programs for senior executives submitted to the Annual Meetings on April 29, 1999 and April 26, 2001 to the extent that would be due to them after exercising the option or conversion right or after fulfilling conversion obligations, and

(c) in order to use any residual amounts.

In the case of capital increases in return for cash contributions, the Board of Executive Directors shall also be able to exclude the legal subscription right of shareholders, if the issue price of the new shares is not substantially lower than the stock exchange price and the number of shares issued as a whole under this authorization is not more than 10 percent of the share capital on the date of issue."

A control and profit and loss transfer agreement has been concluded between BASF Aktiengesellschaft (hereinafter referred to as "BASF ")and BASF Plant Science Holding GmbH, 67056 Ludwigshafen, Germany, which is wholly owned by BASF. The object of BASF Plant Science Holding GmbH is to control the worldwide operations of BASF in the areas of plant biotechnology and seed. In addition to its function as a holding, the company provides, in particular, management services for BASF and BASF Plant Science GmbH. In the control and profit and loss transfer agreement, BASF Plant Science Holding GmbH places the management of its company under the control of BASF, which is entitled to issue instructions. The company undertakes, subject to the creation of specific reserves, to transfer its entire annual net income to BASF. BASF undertakes to make good any net losses suffered by the company under the provisions of Section 302 of the German Stock Corporation Act.

Subject to approval by the Annual Meeting, the agreement will become retroactively effective on January 1, 2004 and has been concluded for an indefinite period. It can be terminated at the end of a financial year after three months' notice has been given, but not earlier than December 31, 2008.

The Board of Executive Directors and the Supervisory Board propose that the control and profit and loss transfer agreement be approved.

Last Update March 17, 2006