Global
Investors

Agenda

The Supervisory Board approved the Financial Statements prepared by the Board of Executive Directors and the Financial Statements of the BASF Group on February 23, 2012. Thus the annual Financial Statements have been approved according to Section 172 of the German Stock Corporation Act. Therefore, according to the statutory provisions, no resolution by the Annual Meeting is planned for Item 1 of the Agenda. The documents specified above have been published on our Internet page under www.basf.com/generalmeeting and are accessible there.

The Board of Executive Directors and the Supervisory Board propose to pay a dividend of €2.50 per qualifying share from the profit retained by BASF SE in the financial year 2011 in the amount of €3,506,342,537.42. If the shareholders approve the proposal, a total dividend of €2,296,196,735.00 will be payable on the 918,478,694 qualifying shares as of the date of approval of the Financial Statements for the financial year 2011 (February 23, 2012).

The Board of Executive Directors and the Supervisory Board propose that the remaining profit of €1,210,145,802.42 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 2011.

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 2011.

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 2012.

  1. The Board of Executive Directors is authorized to buy back company shares up to April 26, 2017 in an amount of up to ten percent of the company’s share capital existing at the time that the resolution was passed.

    The shares will be bought back at the discretion of the Board of Executive Directors (i) via the stock exchange, (ii) via a public purchase offer addressed to all shareholders or (iii) via a public request to the shareholders to submit sales offers ((ii) and (iii) hereinafter referred to as “public purchase offer”).

    If the purchase is effected on the stock exchange, the purchase price per share paid by the company (without incidental purchase costs) may not exceed the price by more than 10 percent of a BASF share determined on the trading day by the opening auction in Xetra Trading (or a comparable successor system) and may not be more than 10 percent less.

    In the event of a public offer to buy back shares, the 2. On the basis of the above authorization, the Board company can lay down a fixed purchase price or a purchase price spread per share (without incidental purchase costs), within which it is willing to buy back shares. In the public purchase offer, the company can specify a period for accepting or submitting the offer and the possibility of, and the conditions for, adjusting the purchase price spread during the period in the event of significant price changes. In the case of a purchase price spread, the purchase price will be determined using the sales prices specified in the shareholders’ acceptance or submission declarations and the buy-back volume fixed by the Board of Executive Directors after the end of the offering period.

    In the event of a public offer by the company to buy back shares, the purchase price offered or a purchase price spread per BASF share may not be 10 percent more and not more than 10 percent less than the average closing price of a BASF share in Xetra Trading (or a comparable successor system) on the last three trading days prior to the day of the official announcement. In the event of an adjustment of the purchase price spread by the company, the last three trading days before the public announcement of the adjustment will be decisive.

    If shareholders are called on to submit offers for sale, the purchase price per BASF share determined on the basis of the submitted offers (without incidental purchase costs) may not be 10 percent more and not more than 10 percent less than the average closing price of a BASF share in Xetra Trading (or a comparable successor system) on the last three trading days prior to the day of the official announcement. In the event of an adjustment of the purchase price spread by the company, the last three trading days before the public announcement of the adjustment will be decisive.

    In the event that the number of shares tendered by the shareholders in the case of a public purchase offer exceeds the purchase volume planned by the company or fixed after the end of the offer period, the company can exclude the shareholders’ right to tender (a) for a preferential consideration of tenders with a low number of up to 100 shares per shareholder and (b) for an acquisition of shares in the ratio of the tendered shares.

  2. On the basis of the above authorization, the Board of Executive Directors is authorized to sell or transfer purchased company shares 
    1. via the stock exchange,
    2. through an offer addressed to all shareholders,
    3. with the approval of the Supervisory Board, to third parties in return for cash payment at a price that is not significantly lower than the stock exchange price of a BASF share at the time of the sale, or
    4. with the approval of the Supervisory Board, to third parties in return for non-cash benefits, particularly in connection with the acquisition of companies, parts of companies or holdings in companies or in connection with corporate mergers.
       
  3. In the cases specified under c) and d), the shareholders’ subscription right is excluded. The Board of Executive Directors may only make use of the authorization under c) in such a way that the sum of the company’s own shares sold under exclusion of the subscription right according to Section 186 (3) Sentence 4 of the German Stock Corporation Act and the shares issued during the term of this authorization from an approved capital under exclusion of the subscription right according to Section 186 (3) Sentence 4 of the German Stock Corporation Act in return for cash as a whole does not exceed 10 percent of the share capital existing at the time of the coming into force of this authorization or – in the event that the amount is lower – of the share capital existing at the time that the authorization is exercised.

  4. The Board of Executive Directors is authorized to redeem the shares bought back by virtue of the authorization without a further resolution of the Annual Meeting and to reduce the share capital by the proportion of the share capital accounted for by the redeemed shares. The Board of Executive Directors can also redeem the shares by a 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. In the event that the shares are redeemed by 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 Statutes.

  5. The authorizations to buy back shares and to resell and redeem them according to Sections 1 to 3 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 Act on the Implementation of the Shareholders’ Rights Directive (ARUG), which came into force some time ago, provides, for example, for changes to the German Stock Corporation Act for the exercise of shareholders’ rights in the Annual Meeting. In order to be able in future to take advantage of the possibility created by the above Act to cast one’s vote without attending the Annual Meeting, it is proposed under Item 7 of the Agenda to adopt a resolution regarding an appropriate authorization in the Statutes.

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

Article 17 of the Statutes to be supplemented by the following new No. 3:

“The Board of Executive Directors can provide that shareholders may also give their votes in writing or by way of electronic communication without attending the Annual Meeting.”

Last Update March 17, 2006