1. The purpose of the Company is to engage in the following areas of activity:
as well as the carrying out of any other activities incidental to the activity in said areas or conducive to promoting the same.
2. The Company is authorized to establish branches both in Germany and abroad, and to establish and acquire business undertakings the purposes of which are consistent with, related to or conducive to promoting the ones stipulated in No. 1, both in Germany and abroad, or to acquire interests therein.
The financial year corresponds to the calendar year.
Announcements by the Company shall be made in the electronic German Federal Gazette. The company is authorized to transmit information to shareholders also by telecommunication.
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 twenty 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. What must be credited against this ceiling of twenty percent is the proportionate amount of the share capital of shares that are to be issued on the basis of conversion or option bonds granted during the term of this authorization with the exclusion of the subscription right. 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.
9. The share capital is increased conditionally by up to € 117,565,184 by issuing a maximum of 91,847,800 new shares. The conditional capital increase shall only be carried out to the extent to which holders of convertible bonds or warrants attached to bonds with warrants issued by the Company or one of its subsidiaries up to May 11, 2022 under the authorization granted to the Board of Executive Directors by the Annual Shareholders’ Meeting of May 12, 2017 exercise their conversion or option rights, or – if they have conversion or exercise obligations – to the extent they fulfill their obligations to convert or exercise options, and provided that no other forms of fulfillment of delivery are used. The new shares shall be issued at the conversion or option prices determined in each case in the terms and conditions of the debt instruments and/or the warrants in accordance with the abovementioned authorization (“Conditional Capital 2017”). The shares issued under this authorization shall participate in profits from the beginning of the financial year in which they are issued. The Board of Executive Directors is authorized, with the approval of the Supervisory Board, to determine the further details of the implementation of the conditional capital increase.
The corporate bodies of the Company are the Board of Executive Directors, the Supervisory Board and the Annual Shareholders’ Meeting.
The Board of Executive Directors shall, in the first three months of the financial year, prepare the financial statements and management report as well as the consolidated financial statements and the group management report for the preceding financial year and promptly thereafter submit them to the Supervisory Board and to the auditor. At the same time, the Board of Executive Directors shall submit to the Supervisory Board the proposal for the distribution of retained profits which it intends to submit to the Annual Shareholders’ Meeting.
The retained profits resulting from the financial statements after depreciation, value adjustments, provisions and reserves shall be distributed among the shareholders, unless the Annual Shareholders’ Meeting resolves otherwise. Instead of or in addition to a cash distribution, a distribution in kind may also be resolved by the Annual Shareholders’ Meeting.
With regard to the conversion of BASF Aktiengesellschaft into BASF SE, the formation expenses up to an amount of Euro 5,000,000 shall be borne by the Company.