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Agenda

According to the statutory provisions, no resolution is planned for Item 1 of the Agenda, since the Supervisory Board has already approved the Financial Statements of BASF SE and the BASF Group.

The Board of Executive Directors and the Supervisory Board propose to pay a dividend of € 2.20 per qualifying share from the profit retained by BASF SE in the financial year 2010 in the amount of € 4,352,488,204.45. If the shareholders approve the proposal, a total dividend of € 2,020,653,126.80 will be payable on the 918,478,694 qualifying shares as of the date of approval of the Financial Statements for the financial year 2010 (February 22, 2011).

The Board of Executive Directors and the Supervisory Board propose that the remaining profit of € 2,331,835,077.65 be allocated to the reserves.

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 of BASF SE for the financial year 2010.

The Supervisory Board and the Board of Executive Directors propose that formal approval be given to the actions of the members of the Board of Executive Directors of BASF SE for the financial year 2010.

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 2011.

The Supervisory Board consists of twelve members according to Art. 40 (2), (3), of Regulation (EC) No. 2157/2001 of the Council of October 8, 2001 on the Statute for a European Company (SE) (SE Regulation), Art. 17 of the SE Implementation Act, Art. 21 (3) of the SE Act on the Participation of Employees, and Article 10 No. 1 of the Statutes of BASF SE. Of the twelve members, six employee representatives are appointed to the Supervisory Board by the employees pursuant to the agreement of November 15, 2007 concluded according to the SE Act on the Participation of Employees and Article 10 No. 1 of the Statutes of BASF SE.

The member of the Supervisory Board Stephen K. Green, elected by the Annual Meeting on April 30, 2009, resigned from office with effect from the end of December 16, 2010. At the request of the Chairman of the Supervisory Board following the resolution of November 18, 2010, the District Court of Ludwigshafen am Rhein appointed Ms. Anke Schäferkordt member of the Supervisory Board of SE with effect from December, 17, 2010. The court’s appointment terminates with the re-election of a member of the Supervisory Board by the Annual Meeting.

Based on the recommendation of the Nomination Committee of the Supervisory Board, the Supervisory Board proposes the following resolution:

Ms. Anke Schäferkordt, Managing Director of RTL Television GmbH, resident in Cologne, Germany, is appointed member of the Supervisory Board of BASF SE up to the end of the Annual Meeting that gives formal approval to the actions of the Supervisory Board for the financial year 2013.

The Annual Meeting is not bound by this proposal.

As the result of the modernization of balance sheet law that came into effect in 2009, the amount of work involved for the Audit Committee of the Supervisory Board has increased significantly. It is intended to take account of this fact by adjusting the remuneration of the members of the Audit Committee.

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

  1. The annual fixed remuneration for membership of the Audit Committee of the Supervisory Board shall be €50,000.

    Article 14 No. 2 sentence 2 of the Statutes shall be amended accordingly and worded as follows

    “The further fixed remuneration for members of the Audit Committee shall be €50,000.”

  2. The amendment to the Statutes specified under lit. a) of this item of the Agenda shall apply for the first time to the financial year that began on January 1, 2011.

A control and profit and loss transfer agreement has been concluded between BASF SE (hereinafter referred to as “BASF”) and Styrolution GmbH, Carl-Bosch- Strasse 38, 67056 Ludwigshafen (hereinafter referred to as “Styrolution”), which is wholly owned by BASF. The object of Styrolution is the industrial production and sale of styrene plastics. Under the control and profit and loss transfer agreement, Styrolution places the management of its company under the control of BASF, which is authorized to issue instructions. Styrolution undertakes, subject to the creation of specific reserves, to transfer its entire profits to BASF. BASF undertakes vis-à-vis Styrolution to make good any losses of the company 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 agreement is valid from January 1, 2011 and is concluded for an indefinite period. It can be terminated at the end of a financial year after three months’ notice has been given but not earlier than December 31, 2015.

Further details of the agreement can be found in the report of the Board of Executive Directors attached to this notice of meeting.

The Board of Executive Directors and the Supervisory Board propose that the control and profit and loss transfer agreement be approved.

A control and profit and loss transfer agreement has been concluded between BASF SE (hereinafter referred to as “BASF”) and BASF US Verwaltung GmbH, Carl-Bosch-Strasse 38, 67056 Ludwigshafen (hereinafter referred to as “BUV”), which is indirectly wholly owned by BASF via subsidiaries. The object of BUV is the acquisition and sale of holdings in other companies in the sector of the chemical industry, with their registered offices mainly in the United States, and their administration. Under the control and profit and loss transfer agreement, BUV places the management of its company under the control of BASF, which is authorized to issue instructions. BUV undertakes, subject to the creation of specific reserves, to transfer its entire profits to BASF. BASF undertakes vis-à-vis BUV to make good any losses of the company 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 agreement is valid from January 1, 2011 and is concluded for an indefinite period. It can be terminated at the end of a financial year after three months’ notice has been given but not earlier than December 31, 2015.

Further details of the agreement can be found in the report of the Board of Executive Directors attached to this notice of meeting.

The Board of Executive Directors and the Supervisory Board propose that the control and profit and loss transfer agreement be approved.

Last Update March 17, 2006