Amended Proposal with regard to Item 7 of the Agenda

General Meeting of BASF SE

on Thursday, April 30, 2009, 10:00 a.m., at the Congress Center Rosengarten, Rosengartenplatz 2, 68161 Mannheim, Germany.  

Agenda Item 7

7. Adoption of a resolution on the removal of existing and the creation of new authorized capital and amendment of the Statutes

Amended Proposal:

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

1. The authorization granted to the Board of Executive Directors by the General Meeting on April 29, 2004, to increase, with the consent of the Supervisory Board, until May 1, 2009, on a one-off basis or in portions on a number of occasions, the company’s subscribed capital by up to € 500,000,000.00 by issuing new shares against contributions in cash or in kind (authorized capital), is revoked.
   
   
2. The Board of Executive Directors is authorized, with the consent of the Supervisory Board, to increase until April 30, 2014, on a one-off basis or in portions on a number of occasions, the company’s subscribed capital by a total of up to € 500,000,000.00 by issuing new shares against contributions in cash (authorized capital). The new shares can be taken over by a bank appointed by the Board of Executive Directors with instructions to offer them to the shareholders (indirect subscription right).
   
   
3. The Board of Executive Directors is authorized, with the consent of the Supervisory Board, to exclude the statutory subscription right of the shareholders,
   
   
   1. as far as this is necessary to prevent dilution in order to grant the owners of option certificates and the creditors of convertible bonds that are issued by the company or its affiliates in connection with an authorization granted to the Board of Executive Directors by the General Meeting a subscription right to the extent that this would be due to them after exercising the option or conversion right or after fulfilling conversion obligations, and
      
      
   2. in order to use any residual amounts.
      
      

In the case of capital increases in return for cash contributions, the Board of Executive Directors is also authorized to exclude the statutory subscription right of shareholders, if the issue price of the new shares is not substantially lower than the stock market price and the total number of shares issued under this authorization is not more than ten percent of the subscribed capital on the date of issue.

      4. Article 5, No. 8, of the Statutes is worded as follows:

"The Board of Executive Directors is authorized, with the consent of the Supervisory Board, to increase until April 30, 2014, on a one-off basis or in portions on a number of occasions, the company’s subscribed capital by a total of up to € 500,000,000.00 by issuing new shares against contributions in cash (authorized capital). The new shares may be taken over by a bank appointed by the Board of Executive Directors with instructions to offer them to the shareholders (indirect subscription right).

The Board of Executive Directors is authorized, with the consent of the Supervisory Board, to exclude the statutory subscription right of the shareholders,

       5. Article 5, No. 8, of the Statutes is worded as follows:

1. as far as this is necessary to prevent dilution in order to grant the owners of option certificates and the creditors of convertible bonds that are issued by the company or its affiliates in connection with an authorization granted to the Board of Executive Directors by the General Meeting a subscription right to the extent that this would be due to them after exercising the option or conversion right or after fulfilling conversion obligations, and
   
   
2.   in order to use any residual amounts.

In the case of capital increases in return for cash contributions, the Board of Executive Directors is authorized to exclude the statutory subscription right of shareholders, if the issue price of the new shares is not substantially lower than the stock market price and the total number of shares issued under this authorization is not more than ten percent of the subscribed capital on the date of issue."

Comment:

Notwithstanding the proposal with regard to item 7 of the agenda published in the notice of the general meeting on 18 March 2009 in the electronic Federal Gazette, the issuance of new shares shall exclusively be authorized against contributions in cash and not in kind. Due to this amendment, the authorization of the Board of Executive Directors to exclude the statutory subscription right of the shareholders in order to acquire companies, parts of companies or holdings in companies in return for the transfer of shares in appropriate individual cases, as hitherto proposed, is no longer applicable.