Countermotions

We have received the following countermotions to Items 2, 3, 4 and 6 of the Agenda of our Annual Meeting on April 24, 2008.

Regarding Items 2 and 6 of the Agenda, shareholder Rochlitz has submitted the following countermotions:

"That the share buyback program not be continued in the financial year 2008. With the funds that are released from the profit retained in the amount of approximately € 1.1 billion, an employment program be started under the motto: "Consolidation instead of profit increases" and "Instead of unimaginative share buyback innovative investments"."

The reasons that he gives are as follows:

"The consequences of years of the squeeze on personnel positions are becoming evident: On the one hand there is a lack of young people with appropriate training and, on the other hand, the loss of competence through early retirement and short-working programs for employees nearing retirement is becoming increasingly noticeable. The work pressure that has built up over years of personnel cutbacks means that the employees are particularly happy to take early retirement or join the short-working programs. And quite a number of employees who did not want to go voluntarily have definitely been given a helping hand by means of appropriate discussions.

The activities that have now been launched to cope with the demographic change are completely inadequate, because they above all place demands on personnel themselves and make them almost solely responsible for health and employability. Lifelong learning and correspondingly lifelong fitness are to be mastered solely on personal responsibility. What is overlooked here is that it is particularly the working conditions, such as stress resulting from work pressure, from excessive demands, from fears of showing weaknesses in one's job and of being shunted to worse positions, uncertainties about one's job, more or less voluntary extra work outside regular working hours for fear of being unable to attain the high goals, and the absolute priority given to life for BASF over family life with wife and children.

The causes of these work conditions are to be found right at the top in BASF's management.

The years of abstinence in hiring people are now resulting in a rise in the average age; this effect is further intensified by the introduction of retirement at 67 and by the abandonment of short-working programs for employees nearing retirement. This demographic change can only be countered by an expansive hiring policy that is to be launched by the motion put forward here.

We call for the following individual measures in this sense:

1. Investments in jobs for young people:
   • More training places for normal vocational training,
     
   • A greater increase in the suitability for training, in an additional development program
     
   • More trainees taken on in permanent employment contracts,
     
   • More coaching programs for those with poor grades,
     
   • Improvement of the qualification of the instructors,
     
   • Improvement of the care, this means: more money and personnel into training!!!
     
     
2. Investments in overcoming demographic change and in the motivation of employees:
   • More personnel particularly where the pressure to perform is too high,
     
   • Conversion of fixed-term jobs into permanent ones,
     
   • Conversion of temporary agency jobs into regular ones,
     
   • Contribution of BASF to health, to employability, to lifelong learning, and to lifelong fitness for example through appropriate provisions during working hours, and to in-house, independent health consultation.
     
   • Opening of the Learning Center to all employees on the BASF site and to relatives and pensioners ( members of subsidiaries at the site who are unable to afford the high contribution to the Learning Center and are namely not allowed to use it)
     
   • Annual bonus and membership of the Pension Scheme also for members of the BASF Job Market (BJG) and the Berlin Shared Service Center,
     
   • Enabling interested pensioners to work voluntarily in order to pass on specialized know-how in return for attractive compensation.
      
3. Innovative investments in new areas of business
   
   

Instead of investing billions in the buyback of shares, without even achieving any increase in the stock market value, there should be investment in areas of business that are sustainable and are highly topical because of the climate change that has long since started.

I am particularly happy that finally twenty-seven (27) years after a paper that I gave at BASF on the subject and after several calls at the Annual Meetings to deal with the topic, a development group was set up last year for dye solar cells. I wish it much success for the replacement of silicon solar cells by dye cells will constitute a quantum leap in the use of solar energy for everyone. No expense or effort should be spared here, either in personnel or in research resources. It is also gratifying that BASF has had calculations carried out on what it achieves in climate protection with its products.

The Chairman, too, suddenly considers climate protection to be strategically important. We welcome this and also welcome that energy efficiency is to be a key for BASF for combining climate protection, resource conservation and competitive advantages. This is all the more reason for implementing the following recommendations of our motion.

The following new areas of business are to be recommended for investments:

• Expansion of the product portfolio for climate protection (increase of the climate protection factor of 3:1) while dispensing with products that have a negative effect on the climate (agriculture),
• Reference has already been made to the dye cells,
• Solar chemical or -physical hydrogen generation for use in coal hydrogenation,
• Coal as a new, old basic substance for the chemical industry, but only via hydrogenation to prevent additional greenhouse gas emissions."

Shareholder Wilm Diedrich Müller also moves in connection with Item 2 of the Agenda:

"That the profit retained from the operations of 2007 should not be distributed in Euro currency according to the proposal in the abovementioned Invitation but instead at least eight shares should be purchased in the abovementioned shipping company (Herbert Ekkenga AG) with the money suitable for distribution and the same at least eight purchased shares then distributed to the shareholders of the abovementioned BASF using such a process by lots that will ensure that a share of the abovementioned shipping company will always be allotted to a share of the abovementioned BASF with the same probability."

The reasons for his motion are as follows:

"That a distribution in the form of shares of the abovementioned shipping company is preferable because each of the same shares will entitle its particular holder to attend our Annual Meeting with the two of us in Bad Zwischenahn and to welcome all persons to the same Annual Meeting."

Regarding Items 3 and 4 of the Agenda, shareholder Rochlitz has submitted the following countermotions:

"That formal approval should not be given to the actions either of the Board of

Executive Directors or of the Supervisory Board."

The reasons that he gives are as follows:

"Both bodies bear responsibility for the reduction of personnel for years that is leading today to the serious physical and psychological effects of the work pressure and the work overload.

Both bodies are responsible for establishing and pressing ahead with the dead-end technology of genetic engineering, for the cooperation with Monsanto in this field and - via the relevant lobby work - for influencing the amended Genetic Engineering Act, which shows no consideration for the protection of species or cultivars, or for the wish of the majority of consumers to consume goods that are free of genetic engineering.

In particular, the two bodies are responsible, via the corresponding lobby work in Brussels and Berlin, for example for Monsanto being allowed to cultivate the genetic corn Mon 810 in Germany and the project of the genetic potato Amflora being pursued unabated. The cultivation of the genetic corn Mon 810 has already been banned in some countries of the EU, because there are justified grounds for assuming that the cultivation of Mon 810 constitutes a risk for the environment. In the case of the genetic potato, the WHO and the European Drug Agency have advised against the approval of cultivation. The high-tech tuber contains marker genes for resistance to two antibiotics that are also used in human medicine. A transfer of these resistances to other organisms cannot be ruled out."

Comments by the Administration

The countermotions repeat to a large extent arguments and proposals already submitted in the last years. We regard the countermotions as neither reasonable nor relevant and stick to our proposal to vote according to the recommendations of the Board of Executive Directors and the Supervisory Board regarding Items 2, 3, 4 and 6 of the Agenda.

BASF SE
The Board of Executive Directors