As he indicated prior to his election to the Supervisory Board by the Annual Shareholders’ Meeting on May 3, 2019, Dr. Jürgen Hambrecht has resigned his Supervisory Board mandate as of the conclusion of the Annual Shareholders’ Meeting 2020 and is thus leaving the Supervisory Board. In accordance with Article 40(2) and (3) of Regulation (EC) No. 2157/2001 of the Council of October 8, 2001, on the Statute for a European Company, Section 17 of the SE Implementation Act, Section 21(3) of the SE Participation Act and Article 10 No. 1 sentence 1 of the Statutes, the Supervisory Board is composed of twelve members, six of whom are elected by the Annual Shareholders’ Meeting. With the departure of Dr. Jürgen Hambrecht, there are now only five officiating members of the Supervisory Board who were elected by the Annual Shareholders’ Meeting. Consequently, the Annual Shareholders’ Meeting is required to elect a substitute member of the Supervisory Board.
Pursuant to Section 17(2) sentence 1 of the SE Implementation Act, the Supervisory Board must consist of at least 30 percent women and at least 30 percent men. Accordingly, a Supervisory Board consisting of 12 members in total must have at least four women and four men. Following the departure of Dr. Jürgen Hambrecht, the Supervisory Board comprises four women and seven men, so either a woman or a man can be elected in the by-election.
Based on the recommendation of the Nomination Committee, the Supervisory Board nominates
Dr. Kurt Bock, Heidelberg, Germany,
Former Chairman of the Board of Executive Directors of BASF SE,
for election to the Supervisory Board as a shareholder representative, effective as of the conclusion of the Annual Shareholders’ Meeting 2020. Dr. Kurt Bock retired from the Board of Executive Directors of BASF SE on May 4, 2018. The statutory two-year cooling-off period in accordance with Section 100(2) No. 4 of the German Stock Corporation Act therefore ended at midnight on May 4, 2020. In accordance with Article 10 No. 4 sentence 1 of the Statutes, the election is being held for the remainder of the term of the departing member, Dr. Jürgen Hambrecht, meaning until the conclusion of the Annual Shareholders’ Meeting in 2024.
The Annual Shareholders’ Meeting is not bound to this proposal for election. In the view of the Nomination Committee, the election of Dr. Kurt Bock to succeed Dr. Jürgen Hambrecht complies with the principles for the composition of the Supervisory Board as adopted by the Supervisory Board, including the competence profile and diversity concept. The principles for the composition of the Supervisory Board as well as its competence profile and diversity concept are published in the Corporate Governance Report 2019, which is accessible online as part of the BASF Report 2019 at www.basf.com/report.
According to the assessment of the Supervisory Board, Dr. Kurt Bock is considered to be independent. He has no business or personal relationships with BASF SE or one of its Group companies, the governing bodies of BASF SE or any significant shareholder in BASF SE, which would constitute a conflict of interest.
It is planned that, in the event of his election by the Annual Shareholders’ Meeting, Dr. Kurt Bock will be proposed to the Supervisory Board as a candidate for the chairmanship of the Supervisory Board.
The profile of Dr. Kurt Bock, information about his mandates on supervisory boards and comparable supervisory bodies as well as other information are contained under No. III. With a view to his number of mandates, Dr. Kurt Bock resigned his previous supervisory board mandate at Münchener Rückversicherungs-Gesellschaft Aktiengesellschaft as of the end of that company’s Annual Shareholders’ Meeting on April 29, 2020, and is no longer a member of the supervisory board of Münchener Rückversicherungs-Gesellschaft Aktiengesellschaft. Dr. Kurt Bock furthermore declared his intention to resign his supervisory board mandate at Fresenius Management SE as of the conclusion of that company’s Annual Shareholders’ Meeting 2020.