Terms and conditions of use for the online service for shareholders of BASF SE

I. Scope of application

These terms and conditions of use apply for all shareholders of BASF SE using the online service at www.basf.com/asm-service. This includes, among other things, registration for the email transmission of the invitation to the Annual Shareholders’ Meeting of BASF SE, the possibility to report a change of address, inspection of the share register, registration for the Annual Shareholders’ Meeting of BASF SE and exercising shareholders’ rights including voting rights via the online service.

   

II. Email delivery

1. Registration and invitations to Annual Shareholders’ Meeting by email

In order to send you the invitation to the Annual Shareholders’ Meeting of BASF SE by email, your consent is required. You can provide this consent via the online service by registering for email delivery of the invitation to the Annual Shareholders’ Meeting. We generally send emails unencrypted.

Your custodian bank is required by law to submit an email address to the share register. We regularly contact shareholders whose email address has been provided to us, requesting their consent for the email delivery of invitations to the Annual Shareholders’ Meeting. If you did not object to the email delivery after receiving such a message within two weeks, your consent for email delivery will be deemed given by law.

Registration of minors can only be made by their legal representatives or other persons authorized to represent them as part of their power of authorization. By registering you confirm to BASF SE that you are acting with the necessary power of representation on behalf of the minor.

Around seven weeks before each Annual Shareholders’ Meeting, to prepare for sending out the invitations, we determine which of the persons registered for email delivery have shares listed in the share register of BASF SE. If you provide your consent prior to this time, you will receive the invitation to the Annual Shareholders’ Meeting of BASF SE at the email address you specified for the first time for the Annual Shareholders’ Meeting following your registration. The email will be sent to the address you have provided. Registration after this time can only be taken into account for the following Annual Shareholders’ Meeting.

Please let us know if you have not received your invitation to the Annual Shareholders’ Meeting electronically, even though you registered for this in good time. In this case, please contact the BASF shareholder hotline at +49 621 60-99888, or via email at hv-service@basf.com or in writing to BASF SE, c/o ADEUS Aktienregister-Service-GmbH, 20784 Hamburg, Germany.

BASF SE reserves the right to decide whether and which electronic delivery methods will be offered.

2. Registration data

Email address

Please provide an email address as your delivery address that you regularly use. If we receive a technical notification after sending the invitation to the Annual Shareholders’ Meeting that the email could not be delivered, we will send you the invitation by post. Furthermore, each shareholder is responsible for ensuring that the email address provided is functional and that incoming emails are being read. If your address (address, email) changes, please update your address directly in the online service of the share register at www.basf.com/asm-service. We appreciate your understanding that changes to your address details can only be made through this method for data protection reasons.

3. Change registration details

The online service for shareholders is available throughout the year at www.basf.com/asm-service. You can change your email address and your password via the online service.

4. Withdrawal of consent

You may withdraw your consent for the email delivery of the invitation to the Annual Shareholders’ Meeting at any time. In that case, you will receive the invitation by post again. However, if you withdraw your consent after the technical preparations for sending the invitation to the Annual Shareholders’ Meeting have already begun, we can only take your withdrawal into account for the subsequent Annual Shareholders’ Meeting. In this case, we will endeavor to send you the invitation for the current Annual Shareholders’ Meeting by post as well.

5. Sale of BASF shares

If you sell all your BASF shares at any time between two Annual Shareholders’ Meetings and then reacquire BASF SE shares approximately seven weeks before the next Annual Shareholders’ Meeting of BASF SE, your consent for email delivery of the invitation to the Annual Shareholders’ Meeting granted prior to the sale of your shares will remain in effect.

Approximately seven weeks before each Annual Shareholders’ Meeting, we determine which individuals registered for email delivery have shares listed in the share register of BASF SE to prepare for the invitation mailing. If, at that time, no shares are registered in your name in the share register your consent will automatically expire. If you subsequently acquire BASF shares again, you will receive the invitation to the Annual Shareholders’ Meeting of BASF SE by post unless you re-register for email delivery.

  

III. Registering for the Annual Shareholders’ Meeting, participation at the Annual Shareholders’ Meeting and exercising voting rights

To exercise participation-related shareholder rights, such as the right to ask questions and speak, attendance at the Annual Shareholders’ Meeting is required. Shareholders who have registered for the Annual Shareholders’ Meeting in due time and who are recorded in the share register for the registered shares are entitled to participate.

1. Registration for the Annual Shareholders’ Meeting

You may register for the Annual Shareholders’ Meeting via the online service until the registration deadline. If you have received several invitations with different shareholder numbers, please register for the Annual Shareholders’ Meeting separately for each of these shareholder numbers.

We recommend that you use the online service for registering for the Annual Shareholders’ Meeting early, so that you can still register by mail or email in due time before the registration deadline in case of any technical issues.

2. Ordering admission tickets

Once you have registered for the Annual Shareholders’ Meeting, you can order an admission ticket for yourself or a representative via the online service. You may then either print the admission ticket or have it sent to you by email or mail. The electronic admission ticket will be sent unencrypted. Any authorization you granted to the proxies of BASF SE, an intermediary, a bank, an association of shareholders, or a proxy advisor will expire if you order an admission ticket later. Your vote cast via absentee voting will also be deemed revoked in this case.

If you have ordered an admission ticket for yourself or a representative authorized by you – whether via the online service or by other means – and you or the representative authorized by you are unable to attend the Annual Shareholders’ Meeting, you still have the option, until the start of voting at the Annual Shareholders’ Meeting, to vote by way of absentee voting via the online service, to authorize the company-appointed proxies and issue them with voting instructions, or to authorize an intermediary, a shareholders’ association, a proxy advisor or  a bank participating in the online service. In this case, the admission ticket cannot be used to attend the Annual Shareholders’ Meeting. Should you later decide to attend the Annual Shareholders’ Meeting in person, please go directly to the special counter in the entrance area of the venue on the day of the Annual Shareholders’ Meeting.

3. Absentee voting

You can cast your vote by electronic absentee voting via the online service.

Provided you have registered for the Annual Shareholders’ Meeting in due time, you can submit and amend your electronic absentee vote via the online service up until the beginning of voting at the Annual Shareholders’ Meeting. The same applies if you have cast your absentee vote outside the online service in due time.

If you have submitted absentee votes both via the online service as well as by other means, your most recent vote will take precedence.

4. Authorization of the proxies of BASF SE

You may authorize the proxies of BASF SE via the online service to vote on your behalf.

The proxies are neutral and exercise the voting right exclusively based on the instructions you provide. If a separate vote is held on an agenda item (e.g., approval of the actions of the members of the Supervisory Board), any instruction issued in this respect shall apply accordingly to each individual sub-item.

The proxies do not accept instructions to speak, ask questions, submit motions or to lodge objections to resolutions of the Annual Shareholders’ Meeting.

Provided you have registered for the Annual Shareholders’ Meeting in due time, you may grant, amend or revoke authorizations and instructions to the proxies via the online service until the beginning of voting at the Annual Shareholders’ Meeting.

The proxies will represent you anonymously, i.e., without disclosing your name.

If you have granted, amended or revoked an authorization and instruction to the proxies both via the online service and by other means, the most recently granted, amended or revoked power of attorney and instructions shall take precedence.

5. Authorization of intermediaries, shareholders’ associations and proxy advisors

Intermediaries, shareholders' associations and proxy advisors participating in the online service may likewise be authorized and instructed, or instructions already issued to them can be amended, via the online service until the beginning of voting at the Annual Shareholders’ Meeting. You may revoke such an authorization via the online service or in text form at the address stated in the invitation to the Annual Shareholders’ Meeting. Responsibility for exercising the voting right rests exclusively with the authorized intermediaries, shareholders’ association and proxy advisors. Upon request we will be pleased to provide you with a proxy form for authorizing an intermediary, a shareholders’ association, or a proxy advisor outside the online service. For this purpose, please contact the BASF shareholder hotline at +49 0621 60-99888, by email at hv-service@basf.com or in writing to BASF SE, c/o ADEUS Aktienregister-Service-GmbH, 20784 Hamburg, Germany.

If you have granted or revoked an authorization to an intermediary, a shareholders’ association or a proxy advisor both via the online service and by other means, the most recent grant or revocation of the authorization takes precedence.

The authorized intermediary, the authorized shareholders’ association, or the authorized proxy advisor shall be solely responsible for exercising the voting rights.

6. Change of authorized representative; authorization of proxies of BASF SE and subsequent absentee voting via the online service

If you have authorized an intermediary, a shareholders’ association or a proxy advisor that participates in the online service, you may instead grant an authorization via the online service to another intermediary, another shareholders’ association or another proxy advisor participating in the online service up until the beginning of voting in the Annual Shareholders’ Meeting. The most recently granted authorization takes precedence. Any previously granted authorizations shall be deemed revoked and will no longer be taken into account.

  

IV. Joint ownership / Partnerships / Legal entities

Please note that in the case of joint ownership (e.g., married couples, communities of heirs), partnerships or legal entities entered in the share register, the person who registers or amends the registration data, casts absentee votes, authorizes the intermediaries, shareholders’ associations or proxy advisors participating in the online service, as well as the proxies of BASF SE, or who issues or amends voting instructions, must be duly authorized to do so by all members of the joint ownership or by the partnership / legal entity on the behalf of which that person acts, or, respectively, must be authorized to represent the partnership / legal entity. As a user of the online service, you confirm to BASF SE that you are authorized in the required manner.

  

V. Webcast of the Annual Shareholders’ Meeting

You can follow the live broadcast of the Annual Shareholders’ Meeting via the online service. Registration for the Annual Shareholders’ Meeting is not required for merely following the live broadcast via the online service. It is sufficient for you log in to the online service during the Annual Shareholders’ Meeting.

  

VI. User’s duties of care

Please do not make your shareholder number and password accessible to unauthorized persons in order to prevent third parties from using your access.

If there is any suspicion of misuse, you should immediately have your access blocked by calling the BASF shareholder hotline at +49 621 60-99888, which is available Monday to Friday from 9 a.m. to 5 p.m. CEST.

Please make sure that you properly log out of the online service. Properly closing the program prevents unauthorized persons from viewing or manipulating your entries during your absence. To use the online service with full functionality (e.g. login, password reset), please use up-to-date operating systems and the latest versions of browsers. Older versions of browsers or operating systems may not be fully supported.

   

VII. Stability and availability / Disclaimer

The technical and organizational measures we have taken to ensure the functionality of our online services as well as data security comply with the latest standards. However, based on the current state of technology, the availability, functionality, stability and reliability of our online services may be subject to fluctuations and disruptions. BASF SE has no influence on the availability, functionality, stability or reliability of the telecommunications network or of third party internet services and network components used. BASF SE therefore assumes no warranty or liability for the availability, functionality, stability, or reliability of the telecommunications network, the third party internet services and network components used, or for uninterrupted access to our online services. Furthermore, BASF SE assumes no responsibility for errors or defects in the hardware and software used for the online service, including those of service providers involved, unless such errors or defects are caused by willful misconduct or gross negligence. If security considerations make it appear absolutely necessary, we reserve the right to interrupt or discontinue our online services without prior notice. In the event of technical problems, please call the BASF shareholder hotline at +49 0621 60-99888, which is available Monday to Friday from 9 a.m. to 5 p.m. CEST.

  

VIII. Notes on data protection

Security and protection of your personal data are our highest priority. We ensure this by using secure data communication methods that comply with the current state of the art.

You can find information about data protection for BASF SE shareholders at: www.basf.com/share/data-protection.

  

XII. Amendments to the terms and conditions of use

We reserve the right to amend the terms and conditions of use at any time. The current terms and conditions of use will be displayed to you each time you log in to the online service. By logging in to the online service, you accept the terms and conditions of use in their respective valid version.

You may object to the terms and conditions of use at any time in writing. Please send your written objection to BASF SE, c/o ADEUS Aktienregister Service-GmbH, 20784 Hamburg, Germany, or by email to hv-service@basf.com.

These terms and conditions of use will be modified in particular if we expand the online service technically or need to take account of changed legal requirements, in particular under corporate law. For this reason, uniform applicability to all participants in the online service is indispensable. Therefore, if you object to an amendment to the terms and conditions of use, we will treat your objection as a withdrawal of consent to participate in the email distribution of the invitation to the Annual Shareholders’ Meeting as well as in the online service in general. In such case, invitations to Annual Shareholders’ Meetings will again be sent to you by post in the future.