Agenda
Presentation of Management’s Analysis of BASF SE and the BASF Group for the financial year 2007 including the explanatory reports on the data according to Section 289 (4) and Section 315 (4) of the German Commercial Code; presentation of the Report of the Supervisory Board
The Board of Executive Directors and the Supervisory Board propose to pay a dividend of € 3.90 per qualifying share from the profit retained by BASF SE in the financial year 2007 in the amount of € 3,008,007,247.16. If the shareholders approve this proposal, a total dividend of € 1,837,543,500.00 will be payable on the 471,165,000 qualifying shares as of the date of approval of the Financial Statements for the financial year 2007 (February 19, 2008).
The Board of Executive Directors and the Supervisory Board propose that the remaining profit retained of € 1,170,463,747.16 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 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 members of the Supervisory Board in the financial year 2007.
The Board of Executive Directors and the Supervisory Board propose that formal approval be given to the actions of the members of the Board of Executive Directors in the financial year 2007.
The Supervisory Board proposes that KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Frankfurt, be appointed auditors of BASF SE and the BASF Group for the financial year 2008.
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 ten 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 the highest market price by up to ten percent on the third trading day prior to the publication of the share buyback offer.
Subject to sentences 8 and 9, 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 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 the preceding sentence 8.
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 can also redeem the shares by the simplified process without reducing the share capital so that the proportion of the other shares in relation to the share capital is increased through the redemption. If the shares are redeemed in the simplified process without any reduction of the share capital, the Board of Executive Directors is authorized to adjust the number of shares in the Articles of Association.
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 23, 2009. The authorization to buy back company shares granted by the Annual Meeting on April 26, 2007, terminates with the coming into effect of this new authorization as far as the Board of Executive Directors is authorized to acquire shares. The authorizations, granted at the same time, to redeem shares purchased thereunder and to use the shares for acquiring companies, parts of companies or holdings in companies remain valid.
- BASF Beteiligungsgesellschaft mbH, Carl-Bosch-Straße 38, 67056 Ludwigshafen, Germany (hereinafter referred to as "BBG") and
- BASF Bank GmbH, Carl-Bosch-Straße 38, 67056 Ludwigshafen, Germany (hereinafter referred to as "BBank")
which are wholly owned by BASF. The object of BBG is to acquire and sell holdings in other companies in Germany and abroad and to administer such holdings. The object of BBank is to conduct bank transactions of all kinds with the exception of investment transactions. In the control and profit and loss transfer agreements, BBG and BBank each place the management of their companies under the control of BASF, which is entitled to issue instructions. The companies undertake, subject to the creation of specific reserves, to transfer their entire profits to BASF. BASF undertakes to make good any losses of the companies according to Article 9 Council Regulation on the Statute for a European Company in combination with Section 302 of the German Stock Corporation Act. The agreements are valid from January 01, 2008 and are concluded for an indefinite period. They can be terminated at the end of a financial year after three months’ notice has been given, but not earlier than December 31, 2012. The Board of Executive Directors and the Supervisory Board propose that the control and profit and loss transfer agreements be approved.
The Board of Executive Directors and the Supervisory Board propose the following resolutions:
- The share capital is divided into 946,030,000 shares without nominal value. A new share is issued to the shareholders for each share of the company existing prior to the new division (share split). The new shares fully qualify for dividend for the financial year of the company beginning on January 01, 2008.
- Article 5, para. 3, of the Articles of Association is amended and reworded as follows: "3. The shares of the company are shares without nominal value. The share capital of the company is divided into 946,030,000 shares."
- Article 14, para. 1 b, of the Articles of Association is amended and reworded as follows:
"b) a performance-oriented variable remuneration for each full € 0.01 by which the earnings per share (EPS) of the BASF Group shown in the Group Consolidated Financial Statements for the financial year for which the remuneration is paid exceed the minimum EPS. The minimum EPS for the financial year 2008 is € 1.35. The performance- oriented variable remuneration is € 800 per full € 0.01 EPS up to an EPS of € 2.10, € 600 for each further € 0.01 EPS up to an EPS of € 2.60 and € 400 for each € 0.01 exceeding this. The performance-oriented variable remuneration is limited to the maximum sum o € 120,000. The minimum EPS increases for each following business year by € 0.05 in each case. This applies mutatis mutandis for the threshold values specified in sentence 3."
The Board of Executive Directors and the Supervisory Board propose the following resolutions:
- Article 14, para. 2, sentence 1, is amended for the first time with effect for the financial year begun on January 01, 2008 and reworded as follows:
"Supervisory Board members who belong to a committee apart from the Nomination Committee shall receive a further fixed remuneration of € 12,500 for this purpose."
- Article 17, para. 1, is amended and reworded as follows:
"Only shareholders who have registered in writing,by telefax or in text form prior to the Annual Meeting shall be entitled to attend the Annual Meeting and to exercise their right to vote. Evidence must be provided to the company of the authorization to attend the Annual Meeting and to exercise one’s voting right. The evidence of share ownership must be provided in German or English in writing, per telefax or in text form. Confirmation by the depository institute shall be sufficient evidence.":