We have received the following countermotions to items 2 and 7 of the Agenda of our Annual Meeting on April 26, 2007.

Regarding Item 2 of the Agenda, the shareholders Müller and the company Diedrich Müller have submitted the following countermotion:

"We herewith move that the profit retained, which was created by means of the productive capacity of the employees of this same company BASF in the financial year 2006, should not be distributed in Euros, but at least one share of the above-mentioned shipping company should be bought out of the sum of money destined for the distribution of dividends to the shareholders of the above-mentioned company BASF by means of a lot procedure that will safeguard that, always with the same probability, one share of the above-mentioned shipping company will be allotted to one share of the above-mentioned company BASF."

The reason that the shareholders give is as follows:

"That shares may remind us of the most pleasant thing there is for both of us on this beautiful earth, which is, that strangers expressly welcome each other at general meetings of companies limited by shares."

Regarding Item 7 of the Agenda, shareholder Rochlitz has submitted the following countermotion:

"The conversion into a European Company should be rejected"

The reasons that the shareholder gives are as follows:

"With the conversion into a European Company, the BASF Management will be given the unique opportunity of being able to renegotiate all the achievements of co-determination under German law. How great the negotiating scope for the representatives of the employees will be can be seen from their defeats in the negotiations on the reduction of jobs and on wage increases. A 1:1 implementation of German co-determination will probably not be possible; BASF's goal is to achieve at best a 1:100 implementation, otherwise the efforts for the conversion would not be worth it.

No doubt BASF will benefit from the gains in rationalization that will be achieved by bureaucratic procedural simplifications, but this too will be to the detriment of jobs that are currently still involved in this work.

It is regrettable that BASF has so far failed to explain the pros and cons for the company and for the employees as well as for the shareholders in a clear overview and give the necessary guarantees for the rights of the employees and for their jobs.

It is to be hoped that this will be done at the Annual Meeting.

However, even then, as long as BASF is not in social ownership and in the ownership of its employees, the dictatorship of the economic direction will be further celebrated."


Administration’s comments

On the countermotion of shareholders Müller and the company Dietrich Müller:

The motion to purchase shares of another company which, in turn, are to be issued to the shareholders instead of paying a cash dividend to the shareholders is neither appropriate nor feasible. Moreover, each shareholder is free to use the cash dividend for purchasing shares of other companies.

On the countermotion of shareholder Rochlitz:

The European Company is the contemporary legal form for a globally active company with Europe as its home market. The participation of the European employees in the company is strengthened. The conversion into a European Company, according to law, does not change the co-determination regulations that were applicable in the company before the conversion.

Furthermore, shareholder Rochlitz has submitted countermotions to Items 3 and 4 of the Agenda of our Annual Meeting. With regard to the fact that the reasons given for these countermotions contain several false statements and insults, they are not published on our homepage according to § 126 Section 2 No. 3 AktG.


BASF Aktiengesellschaft
Board of Executive Directors

Last Update April 15, 2010