Agenda

The Supervisory Board approved the Financial Statements prepared by the Board of Executive Directors and the Consolidated Financial Statements of the BASF Group on February 21, 2019. The Annual Financial Statements have thus been adopted according to Section 172 of the German Stock Corporation Act. Therefore, according to the statutory provisions, no resolution by the Annual Shareholders’ Meeting is planned for Item 1 of the Agenda. The documents specified above have been published on our website and can be accessed at www.basf.com/generalmeeting.

The Board of Executive Directors and the Supervisory Board propose to pay a dividend of €3.20 per qualifying share from the profit retained by BASF SE in the financial year 2018 in the amount of €2,982,435,120.92. If the shareholders approve this proposal, a total dividend of €2,939,131,820.80 will be payable on the 918,478,694 qualifying shares as of the date of adoption of the Financial Statements for the financial year 2018 (February 21, 2019). The Board of Executive Directors and the Supervisory Board propose that the remaining profit retained of €43,303,300.12 be allocated to the retained earnings reserve.

In accordance with Section 58(4) sentence 2 of the German Stock Corporation Act, claims to dividends are payable on the third business day following the Annual Shareholders’ Meeting, in this case May 8, 2019.

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 2018.

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 2018.

The Supervisory Board proposes – based on the recommendation of its Audit Committee – that KPMG AG Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, be appointed auditor of the Financial Statements and the Group Consolidated Financial Statements of BASF SE for the financial year 2019.

The term of office of the current Supervisory Board members will expire at the end of the Annual Shareholders’ Meeting taking place on May 3, 2019. New elections to the Supervisory Board are therefore required.

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 the twelve members are elected by the Annual Shareholders’ Meeting. The other six members are elected by the employees in accordance with Article 10 No. 1 sentence 5 of the Statutes in combination with the provisions of the Agreement Concerning the Involvement of Employees in BASF SE of November 15, 2007 (SE Agreement), as amended by the Supplementary Agreement dated November 25, 2015.

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. The minimum quota is to be fulfilled by the Supervisory Board as a whole unless the shareholder or the employee side objects to joint compliance. The shareholder representative side objected to joint compliance. Consequently, the minimum quota must be fulfilled separately by the shareholder side and the employee side, which must each have at least two women and at least two men. The current composition of the Supervisory Board fulfills this minimum quota as the shareholder side and the employee side each comprise two women and four men.

The current shareholder representatives Prof. Dr. François Diederich and Michael Diekmann are not standing for re-election.

Based on the recommendation of the Nomination Committee, the Supervisory Board nominates:

1. Professor Dr. Thomas Carell, Munich, Germany
   Professor for Organic Chemistry at Ludwig Maximilian University Munich
2. Dame Alison Carnwath DBE, Exeter, UK
   Senior Advisor at Evercore Partners (re-election)
3. Franz Fehrenbach, Stuttgart, Germany
   Chairman of the Supervisory Board of Robert Bosch GmbH (re-election)
4. Dr. Jürgen Hambrecht, Neustadt an der Weinstraße,
   Chairman of the Supervisory Board of BASF SE (re-election)
5. Dr. Alexander C. Karp, Palo Alto, California,
   Chief Executive Officer of Palantir Technologies Inc.
6. Anke Schäferkordt, Cologne, Germany
   Former Member of the Executive Board of Bertelsmann SE & Co. KGaA (re-election)

for election to the Supervisory Board as shareholder representatives, effective upon conclusion of this Annual Shareholders’ Meeting. If the proposed candidates are elected, the legal minimum quota for women and men would continue to be fulfilled on the shareholder side. The Annual Shareholders’ Meeting is not bound to these proposals for the election. In the view of the Nomination Committee, the proposed candidates for election collectively fulfill 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 2018, which is accessible online as part of the BASF Report 2018 at www.basf.com/report.

According to the assessment of the Supervisory Board, all candidates are considered to be independent. None of the proposed candidates has 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.

The Supervisory Board has established an age limit of 72, which candidates nominated for election should generally not have exceeded on the date of the election. Dr. Jürgen Hambrecht has reached the age of 72 and exceeds this age limit as of the date of the Annual Shareholders’ Meeting. Nevertheless, the Supervisory Board nominates Dr. Jürgen Hambrecht for re-election to ensure continuity and an orderly succession on the Supervisory Board. If elected, Dr. Jürgen Hambrecht intends to resign his Supervisory Board seat and leave the Supervisory Board effective upon conclusion of the 2020 Annual Shareholders’ Meeting.

It is intended to have the Annual Shareholders’ Meeting vote separately on the nominations (individual election).

It is planned that, in the event of his election by the Annual Shareholders’ Meeting, Dr. Jürgen Hambrecht will be proposed to the new Supervisory Board as a candidate for the chairmanship of the Supervisory Board.

The profiles of the proposed candidates for the election, information about their mandates in supervisory boards and comparable supervisory bodies as well as other information are contained under No. IV.

The six employee representatives on the Supervisory Board have already been appointed by the competent representative body of the employees, the BASF Europa Betriebsrat (BASF Works Council Europe), according to the provisions of the SE Agreement. These representatives are:

1. Tatjana Diether, Limburgerhof, Germany
   Member of the Works Council of BASF SE, Ludwigshafen Site, and of the BASF Works Council Europe
2. Sinischa Horvat, Limburgerhof, Germany
   Chairman of the Works Council of BASF SE, Ludwigshafen Site; Chairman of BASF’s Joint Works Council and of the BASF Works Council Europe
3. Waldemar Helber, Otterbach, Germany
   Deputy Chairman of the Works Council of BASF SE, Ludwigshafen Site
4. Denise Schellemans, Brecht, Belgium
   Full-time trade union delegate
5. Roland Strasser, Riedstadt, Germany
   Regional Manager of the Rhineland-Palatinate/Saarland branch of the Mining, Chemical and Energy Industries Union
6. Michael Vassiliadis, Hanover, Germany
   Chairman of the Mining, Chemical and Energy Industries Union

The authorization granted to the Board of Executive Directors by the Annual Shareholders’ Meeting on May 2, 2014, to increase, with the consent of the Supervisory Board, on a one-off basis or in portions on a number of occasions, the company’s share capital by up to €500,000,000.00 by issuing new shares against contributions in cash (authorized capital) expired on May 1, 2019. Therefore, the regulation on authorized capital previously contained in Article 5 No. 8 of the Statutes is to be deleted and new authorized capital is to be created against contributions in cash or in kind with the possibility of excluding the subscription right.

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

a) The Board of Executive Directors is authorized, with the consent of the Supervisory Board, to increase, up to May 2, 2024, on a one-off basis or in portions on a number of occasions, the company’s share capital by a total of up to €470,000,000.00 by issuing new shares against contributions in cash or in kind (Authorized Capital).

In principle, shareholders are entitled to a subscription right. 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). However, the Board of Executive Directors is authorized, with the consent of the Supervisory Board, to exclude the statutory subscription right of the shareholders in the following cases:

(a) in the case of capital increases in return for contributions in kind in order to, where appropriate, acquire companies, parts of companies, or holdings in companies, in return for the transfer of shares,

(b) as far as this is necessary to prevent dilution in order to grant a subscription right to the owners of option certificates or 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 Annual Shareholders’ Meeting to the extent that this would be due to them after exercising the option or conversion right or after conversion obligations have been fulfilled,

(c) to utilize any fractional amounts resulting from the subscription ratio, and

(d) if the issue price of the new shares in the case of capital increases in return for cash contributions is not substantially lower than the stock market price of the already listed company shares and the total number of shares issued under this authorization is not more than ten percent of the share capital either at the time of the authorization coming into effect or – if this value is lower – at the time that the present authorization is exercised. The proportionate amount of the share capital of those shares that are issued or sold during the term of this authorization in direct or analogous application of Section 186(3) sentence 4 of the German Stock Corporation Act, must be credited against the aforementioned ceiling of ten percent, as well as against shares that have to be issued or granted on the basis of conversion or option bonds granted during the term of this authorization with the exclusion of the subscription right according to Section 186(3) sentence 4 of the German Stock Corporation Act.

The total shares issued on the basis of the above authorization with the exclusion of the shareholders’ subscription right in the case of capital increases in return for contributions in cash or in kind must not exceed ten percent of the share capital at the time that this authorization  comes into effect or – if this value is lower – at the time of its exercise. The proportionate amount of the share capital of those shares that are to be issued on the basis of conversion or option bonds granted during the term of this authorization under the exclusion of the subscription right, must be credited against the aforementioned ceiling of ten percent. The Board of Executive Directors is authorized, with the consent of the Supervisory Board, to lay down the further contents of the share rights and the details of the execution of the capital increase.

b) The authorized capital hitherto regulated in Article 5 No. 8 of the Statutes will be deleted and Article 5 No. 8 of the Statutes will be reworded as follows:

“The Board of Executive Directors is authorized, with the consent of the Supervisory Board, to increase, up to May 2, 2024, on a one-off basis or in portions on a number of occasions, the company’s share capital by a total of up to €470,000,000.00 by issuing new shares against contributions in cash or in kind (Authorized Capital).

In principle, shareholders are entitled to a subscription right. 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). However, the Board of Executive Directors is authorized, with the consent of the Supervisory Board, to exclude the statutory subscription right of the shareholders in the following cases:

(a) in the case of capital increases in return for contributions in kind in order to, where appropriate, acquire companies, parts of companies, or holdings in companies, in return for the transfer of shares,

(b) as far as this is necessary to prevent dilution in order to grant the owners of option certificates or 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 Annual Shareholders’ Meeting, a subscription right to the extent that this would be due to them after exercising the option or conversion right or after conversion obligations have been fulfilled,

(c) to utilize any fractional amounts resulting from the subscription ratio, and

(d) if the issue price of the new shares in the case of capital increases in return for cash contributions is not substantially lower than the stock market price of the already listed company shares and the total number of shares issued under this authorization is not more than ten percent of the share capital either at the time of the authorization coming into effect or – if this value is lower – at the time that the present authorization is exercised. The proportionate amount of the share capital of those shares that are issued or sold during the term of this authorization in direct or analogous application of Section 186(3) sentence 4 of the German Stock Corporation Act, must be credited against the aforementioned ceiling of ten percent, as well as against shares that are to be issued or granted on the basis of conversion or option bonds granted during the term of this authorization under the exclusion of the subscription right according to Section 186(3) sentence 4 of the German Stock Corporation Act.

The total shares issued on the basis of the above authorization with the exclusion of the shareholders’ subscription right in the case of capital increases in return for contributions in cash or in kind must not exceed ten percent of the share capital at the time that  this  authorization  comes  into  effect  or  – if this value is lower – at the time of its exercise. The proportionate amount of the share capital of those shares that are to be issued on the basis of conversion or option bonds granted during the term of this authorization under the exclusion of the subscription right must be credited against the aforementioned ceiling of ten percent. The Board of Executive Directors is authorized, with the consent of the Supervisory Board, to lay down the further contents of the share rights and the details of the execution of the capital increase.”

c) The Supervisory Board is authorized to adapt the wording of Article 5 of the Statutes in accordance with the particular utilization of the Authorized Capital and, if the Authorized Capital has not or not completely been utilized as of May 2, 2024, after the expiry of the authorization.