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 BASF SE 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 transmission

1. Registration and participation in email transmission of invitations to the Annual Shareholders’ Meeting

To enable us to send you your 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 transmission of the invitation to the Annual Shareholders’ Meeting. We generally send emails unencrypted.

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 register prior to this time, you will be emailed your invitation to the Annual Shareholders’ Meeting for the first time for the next Annual Shareholders’ Meeting of BASF SE that takes place 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 us via 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 methods of transmission will be offered.

2. Providing the registration data

Email address

As the delivery address, please provide an email address that you regularly use. If, after sending the invitation to the Annual Shareholders’ Meeting, we receive a technical notification that the email was not delivered, we will send you the invitation by post. Every shareholder is responsible for ensuring that the email address provided is functional and that incoming emails can be read. If your address (address, email) changes, please change the address directly in the online service of the share register at www.basf.com/asm-service. We ask for your understanding that changes to your address data are only possible in this way for data protection reasons.

Password

To register for email delivery of the invitation to the Annual Shareholders’ Meeting, you must create a personal password. Please protect the password from access by third parties. In the future it can be used not only to amend your registration data but also to access the online service for shareholders of BASF SE.

3. Amending your registration data

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 your consent

Via the online service you may at any time withdraw your consent to email delivery of the invitation to the Annual Shareholders’ Meeting. You will then receive the invitation by post again. However, if you withdraw your consent after the start of the technical preparations for delivery of the invitation to the Annual Shareholders’ Meeting, we can only take your withdrawal into account for the following Annual Shareholders’ Meeting. In this case, we will endeavor to also send you the invitation to the current Annual Shareholders’ Meeting by post.

5. Sale of your BASF shares

If you have sold all your BASF shares at any time between two Annual Shareholders’ Meetings and then acquire BASF SE shares again up to approximately seven weeks before the next Annual Shareholders’ Meeting of BASF SE, the consent you provided prior to the sale of the shares for the email delivery of the invitation to the Annual Shareholders’ Meeting will continue to apply.

Around seven weeks before each Annual Shareholders’ Meeting, in order 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 no shares are listed in the share register in your name at this point in time, your consent is cancelled automatically. 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 and exercising voting rights

1. Registration for the Annual Shareholders’ Meeting

You may register for the Annual Shareholders’ Meeting via the online service until the registration deadline. Until this date, you can use the online service to order admission tickets for yourself or a third party to attend the Annual Shareholders’ Meeting in person and thus grant proxy to this third party to attend the Annual Shareholders’ Meeting, exercise absentee votes, to authorize the proxies of BASF SE or intermediaries, shareholders’ associations and proxy advisors participating in the online service to vote on your behalf and to provide them with voting instructions on the agenda items. 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 make early use of the online service to register for the Annual Shareholders’ Meeting so that in the event of any technical problems you can still register by post or email in good time before the registration deadline.

2. Absentee voting

You can exercise your vote as electronic absentee vote via the online service.

Provided you have registered for the Annual Shareholders’ Meeting prior to the registration deadline, you can exercise and amend your electronic absentee vote via the online service up until the start of voting during the Annual Shareholders’ Meeting. The same applies if you have exercised your absentee vote outside of the online service in due time.

If you have exercised votes via both the online service as well as by other means, your vote exercised most recently takes precedence.

3. Authorization of the proxies of BASF SE to vote on your behalf

Via the online service you may authorize the proxies of BASF SE to vote on your behalf.

The proxies are neutral and exercise the voting right solely on the basis of your instructions. If a separate vote (e.g., approval of the actions of the members of the Supervisory Board) is to be held on an item of the agenda, the instructions given on this item will cover all subitems.

The proxies do not accept instructions to speak, to submit questions or applications or to raise objections to resolutions of the Annual Shareholders’ Meeting. Furthermore, the online service does not enable voting via proxies on procedural proposals or on shareholder countermotions or nominations not made accessible in accordance with Sections 126 and 127 of the German Stock Corporation Act (Aktiengesetz).

Provided you have registered for the Annual Shareholders’ Meeting prior to the registration deadline, you can issue, amend or revoke authorizations and instructions to the proxies via the online service up until the start of voting in the Annual Shareholders’ Meeting.

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

If you have issued, amended or revoked an authorization and instruction to the proxies via both the online service and by other means, your most recent authorization and instruction or, respectively, amendment or revocation of such authorization and instruction takes precedence over the previous authorization and instruction.

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

Provided you have registered for the Annual Shareholders’ Meeting prior to the registration deadline, you can authorize an intermediary, an association of shareholders or a proxy advisor via the online service or revoke an issued authorization up until the start of voting in the Annual Shareholders’ Meeting.

When authorizing intermediaries, shareholders’ associations and proxy advisors, a distinction must be made between intermediaries, shareholders’ associations and proxy advisors which participate in the online service for shareholders of BASF SE and those that do not participate.

Via the online service, you can authorize intermediaries, shareholders’ associations and proxy advisors participating in the online service. To do so, select “Authorize intermediary / shareholders’ association.”

If you want to authorize a bank, a shareholders’ association or a third party that does not participate in the online service to vote on your behalf, you have to request an admission ticket by selecting the “Admission tickets” button in the online service. You will then have two alternatives:

1. Alternative: You can have the admission ticket sent directly to a bank or shareholders’ association or a third party of your choice. To do this, please click on the button “Admission ticket request for representative” in the online service.
2. Alternative: You can use the online service to have the admission ticket sent to your own address or to print your admission ticket yourself  and then authorize a bank or a shareholders’ association or a third party of your choice to vote on your behalf. For this purpose, you may fill in the form on the admission ticket and send the admission ticket to the authorized representative. Please enquire directly with your bank or shareholders’ association or the person authorized by you about any other modalities for granting authorizations.

Please note that many banks are no longer willing to exercise your voting right on your behalf. Therefore, please contact your bank in time in order to avoid that your voting right is not exercised.

If you want to authorize an intermediary, a shareholders’ association or a proxy advisor outside of the online service, we will send a proxy form to you upon request. In this case, please contact us via the BASF shareholder hotline at +49 0621 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.

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

The authorized intermediary, shareholders’ association or proxy advisor is exclusively responsible for exercising the voting rights.

5. 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 of granting authorization to that intermediary, shareholders’ association or proxy advisor, use the online service to grant authorization to a different intermediary, shareholders’ association or proxy advisor participating in the online service up until the start of voting in the Annual Shareholders’ Meeting. The most recently granted authorization takes precedence. Any previously issued authorizations are considered withdrawn and will not be taken into account.

The simple revocation of an authorization (i.e., without granting a new authorization or voting via absentee voting) must be submitted in writing to the address listed in the notice of the Annual Shareholders’ Meeting prior to the deadline (date of receipt) listed in that notice. The online service may not be used for this purpose.

IV. Shareholder groups / Legal entities

Please note that when shareholders are entered in the share register as a group (e.g., married couples, communities of heirs), partnership or legal entity, the individual who carries out the registration or amends the registration data, exercises absentee votes, authorizes the intermediaries, shareholders’ associations or proxy advisors participating in the online service as well as the proxies of BASF SE to vote on their behalf, or issues or changes the voting instructions must be authorized to do so by all members of the group or by the partnership/legal entity 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. Precautions to be taken by online service users

Please ensure that unauthorized persons do not have access to your shareholder number and password, so that no third party can utilize your access.

If you suspect unauthorized use of your account, you should have your access to the online service immediately blocked by calling the BASF shareholder hotline at +49 621 60-99888, which is available Monday to Friday from 9 a.m. to 6 p.m. CEST.

Please make sure you properly exit the online service. Properly exiting the program prevents unauthorized parties from being able to see or manipulate your data during your absence.

VI. Stability and availability / Exclusion of liability

The technical and organizational measures we have taken to provide for the availability and performance of our online services as well as data security conform to the latest standards. However, given the current state of technology, fluctuations and disruptions in the availability, performance, stability and reliability of our online services may occur. BASF SE has no control over the availability, performance, stability and reliability of the telecommunications network or the internet services and network elements provided by third parties. BASF SE can therefore neither guarantee nor accept any liability for the availability, performance, stability and reliability of the telecommunications network, the internet services and network elements provided by third parties, or for the uninterrupted access to our online services. Furthermore, BASF SE does not accept any responsibility whatsoever for errors and defects in the hardware and software used for the online service, including hardware and software of the service companies involved, provided there has been no intentional wrongdoing or gross negligence. If security concerns so require, we reserve the right to suspend or discontinue our online services without further notice. In case 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 6 p.m. CEST.

VII. Notes on data protection

The security and protection of your personal data are top priority for us. We ensure this with state-of-the-art secure data communication methods.

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

VIII. 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 every time you log in to the online service. By logging in to the online service, you explicitly accept the terms and conditions of use in the currently applicable version.

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

Adaptation or amendment of these terms and conditions of use occurs in particular when we wish to technically enhance the online service or to take into consideration changes in legal, in particular share-related regulations. For this reason, it is imperative that the terms and conditions apply uniformly for all users of the online service. 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 participation in the email delivery of the invitation to the Annual Shareholders’ Meeting as well as the online service overall. In this case, your invitations to the Annual Shareholders’ Meeting will once again be sent by post.