Global
Investors

Agenda

1. Presentation of the Financial Statements of BASF SE and the BASF Group for the financial year 2009; presentation of the Management’s Analyses of BASF SE and the BASF Group for the financial year 2009 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 € 1.70 per qualifying share from the profit retained by BASF SE in the financial year 2009 in the amount of € 2,176,499,635.06. If the shareholders approve this proposal, a total dividend of € 1,561,413,779.80 will be payable on the 918,478,694 qualifying shares as of the date of approval of the Financial Statements for the financial year 2009 (February 23, 2010).

The Board of Executive Directors and the Supervisory Board propose that the remaining profit retained of € 615,085,855.26 be carried forward.

The Board of Executive Directors and the Supervisory Board propose that formal approval be given to the members of the Supervisory Board of BASF SE for the financial year 2009.

The Supervisory Board and the Board of Executive Directors propose that formal approval be given to the members of the Board of Executive Directors of BASF SE for the financial year 2009.

The Supervisory Board proposes that KPMG AG Wirtschaftsprüfungsgesellschaft, Frankfurt, should be elected auditor of the Financial Statements and the Group Consolidated Financial Statements of BASF SE for the financial year 2010.

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

  1. The shares of the company made out to bearer existing on the coming into effect of the amendment to the Statutes under (b) below should be changed to registered shares while retaining the previous denomination of shares.

  2. Article 5, No. 4, Sentence 1, of the Statutes is amended so that the words "made out to bearer" are replaced by the words "registered", and the whole is reworded as follows:

    "The shares are registered shares."

  3. Article 17 No. 1 of the Statutes is changed and reworded as follows:

    "The right to attend and vote at an Annual Meeting shall be restricted to those shareholders who

    1. have registered in time and

    2. are recorded for the notified shares in the share register.”

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

  • The company is also authorized to transmit information to shareholders by telecommunication.

  • The Statutes are amended as follows

  1. The heading of Article 4 is reworded as follows:

    "Announcements and transmission of information"

  2. Article 4 is supplemented by the following sentence 2:

    "The company is authorized to transmit information to shareholders also by telecommunication."

he Supervisory Board proposes that the following resolution should be adopted:  

"The system of the remuneration of the members of the Board of Executive Directors of BASF SE will be approved."

The remuneration system for the members of the Board of Executive Directors of the company is explained in the report attached to this notice. It is oriented to a performance related remuneration system developed by the Board of Executive Directors for all employees of the company.

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

  1. Article 17, No. 2, of the Statutes is canceled. The numbering of the following numbers is adjusted accordingly.

  2. Article 17, No. 3, of the Statutes is amended and reworded as follows:

    "Shareholders may authorize a proxy to exercise their voting rights. The issue of the power of attorney, its revocation and evidence of the authorization vis-à-vis the company require the text form. The details for the issue of this power of attorney, its revocation and its evidence vis-à-vis the company are announced in the notice of meeting in which relaxation of the text form can also be specified."

  3. Article 18, No. 2, of the Statutes is supplemented by the following new sentence 4:

    "The chairman of the Annual Meeting is authorized to permit the visual or sound transmission of the whole or part of the Annual Meeting in a way to be determined by him in more detail."
Last Update March 17, 2006