Countermotions

We have received the following countermotions and nominations, requiring publication, regarding Items 2, 3, 4 and 6 of the Agenda of our Annual Meeting on April 30, 2009:

Regarding Item 2 of the Agenda, shareholder Professor Dr. Jürgen Rochlitz has submitted the following countermotion:

"That € 1.9 billion from the profit retained be used for a Crisis Management Program (CMP); this means that € 0.9 billion less be used for the dividend payout. € 1 billion from the planned provisions will be used for the KBP.

The KBP comprises the following measures:

• no divestitures of operations – either into subsidiaries or to external companies;
• no divestiture or sale of operations to third parties;
• no staff reductions but retention of all jobs even in the crisis, because whoever is axed now, their qualification and experience will be lacking later;
• When there is a reduction in sales and cutback in capacities, shorten working hours accordingly on full pay and/or taking advantage of the time for extensive further qualification;
• Implementation of all the research and asset investments originally planned for 2009, some of which are currently not being drawn on;
• Increasing capital expenditures on research and assets instead of deferring capital expenditures and canceling projects;
• doubling the number of training places at BASF itself in order to counteract in good time the shortage of new recruits that is impending in the coming decades.
• taking on of all the trainees,
• taking-over of all the temporary employees of BASF Jobmarkt GmbH into permanent employment;
• creation of working conditions that guarantee a proper work-life-balance; this includes appropriate humane project planning and defined goals and objectives. Progress and recognition must not be dependent on excessively long, allegedly voluntary work inputs on the laptop;
• working conditions attuned to aging without a drop in salary;
• continuous further training of all staff exclusively at the expense of BASF;
• equal pay for temporary agency and leasing staff according to the motto: equal work, equal pay. In this way, BASF is to produce evidence of its social responsibility and make a contribution in the face of the shameful dumping wages in the leasing sector.
• reorganization of Monsanto and the green gene technology operations to a nature- and human-compatible business division,

€ 1.368 billion to be placed in the reserves subject to the special proviso that in 2010, if there is a reduction in profits in 2009 of more than 20%, both profit sharing be paid for the female staff and a considerably reduced dividend be distributed to the shareholders.

The principle for the CMP is clear: long-term continued existence of BASF SE instead of short-term unrealistic payouts to the shareholders."

The reasons that he gives are as follows:

"The line that the Chairman of the Board of Executive Directors takes of increasing the dividend from year to year or at least keeping it constant can no longer be maintained in light of the onset of the financial crisis or the following economic crisis. Mr. Hambrecht is, on the one hand, implausible vis-à-vis the workforce and apparently has not really recognized the signs of the times, when he keeps on predicting a "pitch-black future", a "serious recession" and "sweat and tears" and, on the other hand, merrily announces the distribution of a constant dividend. This is damaging to BASF. The financial resources are needed in the company in order to save the company and the workforce over the most serious crisis since the Federal Republic of Germany came into existence. The appropriation of profits must be fashioned accordingly.

With the proposed Crisis Management Program (CMP), the old piece of economic wisdom could be realized that, in a recession, capital expenditures must be made for the following upswing.

It is particularly important that the staff teams that have been so successful to date should be kept together, that the social bonding of these teams should be improved, that the qualifications of the workforce should be raised to the most modern scientific and technological standard and that the advancement and training of new recruits should be stepped up. The struggle for talents must not be overlooked.

It is now particularly a question of seeing that no measures are taken that increase work pressure, stress and the fear of losing one’s job. The high rate of psychological disorders in the Federal Republic of Germany must be lowered. BASF should and can be the forerunner here.

The reorganization of the gene technological operation and the management structure at Monsanto is necessary because this product segment of green gene technology is permanently damaging what has previously been BASF’s good public image. The way in which Monsanto is attempting worldwide to bring agriculture, under its control by means of seed, gene technology and pesticides contradicts BASF’s Corporate Principles and is meeting with harsh criticism worldwide.

Here are some examples:

The MON810 corn has proved to be harmful to the immune system in feeding studies particularly in young animals. The genome of corn has had a gene of the soil bacterium inserted in it that has a negative effect on the cycle of nature. For example, beneficial insects such as ladybirds, bees, wasps, ants and spiders are damaged. For all these reasons, the cultivation of this genetically modified corn is banned in some European countries.

The genetically modified "Roundup Ready-Soya" of Monsanto is spreading at a rate never before experienced in the history of agriculture. What a few years ago in Argentina was the heart of the pampas with best-quality grazing land is now covered with soya as far as the eye can see. The traditional family farms with cattle breeding and cereal, fruit and vegetable cultivation have fallen victim to the U.S. agricultural company. A good 17 million hectares are planted with Monsanto’s soya monocrops – more than half of Argentina’s arable area. From there, the Monsanto front is moving north. More and more rain forest is disappearing there and with it its biodiversity. The cultivation of soya is accompanied by the enormous use of the herbicide Roundup, to which however the weeds have developed resistance, with the result that further herbicides have to be used in addition. In the meantime, the active ingredient of Roundup, glyphosate has proved to be the trigger of respiratory tract and skin allergies, neurological disorders and deformities – not really any surprise with170 million liters of its solution being poured over Argentina.

Thus Monsanto is also one of those agricultural companies that maintain that they want to combat hunger with genetically modified crops, but achieve precisely the opposite with their technical-scientific support of huge monocrops with feed and energy plants: namely an increase in the hunger rate. As may be seen from the World Agricultural Report commissioned by the World Bank and the UN, the worldwide food problems are attributable neither to a lack of resources and allegedly ineffective farming methods nor to the growth in population. Instead, the decisive cause is the orientation to export-oriented monocrops.

In other words, not even more gene technology, not even more chemicals on the fields must be the message, but absolute priority must be given to supporting small farmers to secure their  

The Board of Executive Directors is urgently requested to stop the whole of Monsanto’s immoral operations without delay in the sense of BASF’s Corporate Principles."

Regarding Items 3 and 4 of the Agenda, shareholder Rochlitz has submitted the following countermotion:

“Formal approval should not be given to the actions of the Supervisory Board and the Board of Executive Directors.”

The reasons that he gives are as follows:

“The Board of Executive Directors’ business policy that is marked by a lack of sense of reality cannot be accepted. The unrestrainedness and short-sightedness of anyone who last year dreamt of annually increasing sales, of further annually increasing profits and thus correspondingly higher dividends could not have been exceeded even a year ago.

Anyone who promises constantly higher returns and drives to ever greater savings in costs has been exposed in the meantime as being far removed from reality. Those on the Supervisory Board and Board of Executive Directors with a scientific training ought to know the lessons of thermodynamics: there is no such thing as a perpetuum mobile that fabricates profits!

Today it can no longer be understood how one can want to stick to last year’s dividend with a similar daydream.

And anyone who has nothing better to suggest in the face of the economic crisis than axing 2500 jobs no longer has any place on the Board of Executive Directors of our BASF.

Anyone who has such a lack of a sense of reality has no doubt had a go at the worldwide financial poker and been taken for a ride in the process. At least the unimaginative share buyback program has turned out to be a nonsensical flop, in which money has also been burnt.”

Regarding Item 6 of the Agenda, shareholder Rochlitz has submitted the following countermotion:  

"Instead of the proposed Dr. h.c. Eggert Voscherau, I propose Professor Dr. Hickel (Director of the Institute for Labor and Industry at the University of Bremen)."

The reasons that he gives for his motion are:

"In principle, the Supervisory Board should consist of persons who are in a position to assess and control the activities of the Board of Executive Directors with the necessary know-how, objectively and with the ability to see outside the box and if necessary to intervene in a corrective function.

The continually practiced process of providing members of the Board of Executive Directors on reaching pensionable age with a little retirement post on the Supervisory Board with highly lucrative remuneration is in no way in the interests of the shareholders. Effective and independent and disinterested control of the company can hardly be guaranteed in this way.

A widely recognized economist who is also able to think laterally like Professor Dr. Hickel would therefore be the best and most sensible supplement to the Supervisory Board."

 

Comments by the Administration

The countermotions repeat in part arguments and proposals from previous years. We consider all of them neither to make sense nor to be to the point.

 

BASF SE
The Board of Executive Directors