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Agenda

Presentation of BASF Aktiengesellschaft and the BASF Group for 2004; presentation of the Report of the Supervisory Board

The Board of Executive Directors and the Supervisory Board propose to pay a dividend of EUR 1.70 per qualifying share from the profit retained by BASF Aktiengesellschaft in 2004 in the amount of EUR 918,748,697.00. If the shareholders approve this proposal, a total dividend of EUR 913,478,000.00 will be payable on the 537,340,000 qualifying shares as of the date of approval of the Financial Statements for 2004 (February 22,2005).

The Board of Executive Directors and the Supervisory Board propose that the remaining profit retained of EUR 5,270,697.00 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 date of 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 2004.

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 2004.

The Supervisory Board proposes that Deloitte & Touche GmbH, Wirtschaftsprüfungsgesellschaft, Frankfurt (Main), Germany, be appointed auditors of BASF Aktiengesell-schaft and the BASF Group for the financial year 2005.

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 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 the highest market price by up to 10 percent on the third trading day prior to the publication of the share buyback offer.

Subject to sentences 8 to 11, the Board of Executive Directors may only sell shares purchased on the basis of this 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 27, 2006.

The authorization to buy back company shares granted by the Annual Meeting on April 29, 2004, 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 reissue 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 buyback of shares in addition to the authorization to buy back shares proposed under Item 6 of the Agenda above:  

The buyback of shares on the basis of the authorization decided by the Annual Meeting on April 28, 2005 under Item 6 of the Agenda may also be effected by using put and call options apart from the acquisition on the stock exchange or by a public acquisition offer. 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 buyback of shares, options were used taking into account the preceding sentences 1 to 3, shareholders have no claim, in analogy to Section 186 (3), sentence 4, of the German Stock Corporation Act, to concluding such option transactions with the company.

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

  1. Article 15 shall be amended and reworded as follows: 

    1. An Annual Meeting shall be called with at least thirty days' notice prior to the day by the end of which the shareholders have to notify their attendance at the Meeting.

    2. The right to attend and vote at an Annual Meeting shall be restricted to those shareholders who have notified their attendance before the Annual Meeting in writing, by fax or in text form. The notification must be received by the office specified in the convening not later than the end of the seventh day prior to the Annual Meeting. The company must be provided with evidence of the right to attend the Annual Meeting and exercise the voting right. Evidence of the shareholding shall be provided in writing, by fax or in text form. Confirmation by the depository holding the shares shall suffice as evidence. The evidence shall be provided in German or English. It shall refer to the date specified in the convening prior to the Annual Meeting and shall be received by the office specified in the convening not later than the end of the seventh day prior to the Annual Meeting.

    3. Each of the deadlines according to the provisions of Article 15 shall be calculated backward from the date of the Annual Meeting, which itself does not count; in the event that the deadline does not end on a working day, the previous working day that counts shall apply.

    4. The shareholder can issue power of attorney and voting instructions in writing or in another manner that is specified by the Board of Executive Directors and made known by the company in the convening of the Annual Meeting.

  2. The amendment to the Articles of Association shall on no account be notified for entry in the Commercial Register until the provisions of company law relating to the convening have a content substantially similar to Section 123 of the German Stock Corporation Act in the Government draft of November 17, 2004 of the Act on Corporate Integrity and Modernization of the Right of Rescission and the appropriate act has been published in the German Federal Law Gazette.
Last Update March 17, 2006