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Terms and Conditions of Use regarding the Online Registration for the 2018 Annual Shareholders’ Meeting of BASF SE

1. Scope of application

These Terms and Conditions of Use are applicable to all shareholders registering for the 2018 Annual Shareholders’ Meeting of BASF SE via the online service in the Internet at www.basf.com/agm-service.

2. Stability and availability of the online service for the Annual Shareholders’ Meeting / 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 cannot 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 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 services, including hardware and software of the service companies involved, provided there has been no intentional wrongdoing or gross negligence. If security concerns require, BASF SE reserves the right to suspend or discontinue the online services without further notice. If you experience any technical problems, please call the BASF shareholder hotline at +49 180-2-2273111, which is available Monday to Friday from 9 a.m. to 6 p.m. CEST (€0.06 per call from the landline network of Deutsche Telekom; a maximum of €0.42 per minute from German mobile networks).

3. Online registration for the Annual Shareholders’ Meeting

Registering for participation at the Annual Shareholders’ Meeting using the online service is possible until the close of April 27, 2018. Until then, you can use the online service to order admission tickets for yourself or a person of your choice or authorize the proxies of BASF SE or banks and shareholders’ associations participating in the online service to vote on your behalf and provide them with voting instructions on the items for vote.

We advise you to make early use of the online service for the Annual Shareholders’ Meeting to ensure that, in case of any technical difficulties, you will still have sufficient time to register by regular mail before the registration deadline (the close of April 27, 2018). Shareholders who have registered to receive their invitation to Shareholders’ Meetings by email, and who will therefore no longer receive their invitation by regular mail, are requested to call the BASF shareholder hotline at +49 180-2-2273111, which is available Monday to Friday from 9 a.m. to 6 p.m. CEST (€0.06 per call from the landline network of Deutsche Telekom; a maximum of €0.42 per minute from German mobile networks) in case of any technical difficulties.

4. Requests for admission tickets

Once you have ordered admission tickets, it will no longer be possible to authorize a bank or a shareholders’ association to vote on your behalf using the online service. Any authorization received by us for a bank or a shareholders’ association to vote on your behalf will in case of a later request for an admission ticket not be exercised, i.e. the bank or the shareholders’ association will not represent the votes deriving from the authorization due to the later admission ticket request.
In case you did not authorize a person of your choice when you requested your admission ticket(s) – using the online service or by other means – and there is no record of the admission ticket(s) at the Annual Shareholders’ Meeting you will still have the possibility of authorizing the proxies of BASF SE using the online service until the end of the agenda discussion during the Annual Shareholders’ Meeting on May 4, 2018. In this case the admission ticket(s) will be deactivated.
Furthermore, you may still make use of the possibilities to grant proxy outside the online service subsequent to a request for an admission ticket.
The online service enables you to print out the requested admission ticket(s) yourself or receive them by email. This is not possible for admission tickets with authorization for a person of your choice or if you are no longer listed in the share register.

If you order your admission ticket via our online services and choose to have it sent by email to your smartphone, the email address used at registration for receiving the invitation to Shareholders’ Meetings by email will be preset as the respective delivery address. You do, however, have the option to provide a different email address for the email transfer of your admission ticket.
The admission card email is sent unencrypted, even if you have selected the encryption option “PGP” when registering for receiving the invitation to General Meetings by electronic means.

For the email transfer of your admission ticket, please provide a valid email address. Other electronic address forms, e.g. E-Postbrief-Address or De-Mail-Address, are not available for this service.

5. 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 at www.basf.com/agm-service. Please select “Representation by the proxies of BASF SE“.

The proxies of BASF SE, authorized via the online service, will represent you anonymously, i.e. without disclosing your name.

The proxies of BASF SE will exercise your voting right exclusively upon 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 authorization of the proxies of BASF SE to vote on your behalf enables you to exercise to a large extent your rights as a shareholder at the Annual Shareholders’ Meeting. However, please note that the authorization does not fully substitute your personal attendance at the Annual Shareholders’ Meeting. Thus, for example, the proxies of BASF SE will not accept instructions regarding requests to speak or to protest against resolutions of the Annual Shareholders’ Meeting or with regard to questions to be asked or motions to be made. Furthermore, the online service does not enable you, via the proxies of BASF SE, to vote on procedural proposals or on shareholder counter motions not made accessible in accordance with § 126 of the German Stock Corporation Act (Aktiengesetz).

If you registered for participation timely until the close of April 27, 2018 and authorized the proxies of BASF SE to vote on your behalf, you can still change the instructions using the online service until the end of the agenda discussion during the Annual Shareholders’ Meeting on May 4, 2018.

If you authorized the proxies of BASF SE to vote on your behalf and provided voting instructions both using the online service and in another way, your instructions provided last have priority over the previous instructions.

6. Authorization of a bank, a shareholders’ association or a third party

For the authorization of a bank or a shareholders' association, one has to distinguish between those banks and shareholders' associations participating in the online service and those that do not participate.

a)
If you use the online service, you can authorize banks or shareholders’ associations participating in the online service at www.basf.com/agm-service. Please select “Authorization of a bank or a shareholders’ association“.

If you registered for participation timely until the close of April 27, 2018 and authorized a bank or a shareholders' association, you can still change the given instructions via the online service until the end of the agenda discussion during the Annual Shareholders’ Meeting on May 4, 2018.

b)
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 “Requesting admission tickets” button in the online service. You will then have two alternatives:

  • You can have the admission ticket sent directly to a bank or shareholders’ association. To do this, in the online service please click on the button „Admission ticket request for a person of your choice”.
  • You can use the online service to have the admission ticket sent to your own address or to print your admission ticket yourself (when having your admission ticket sent by email to your smartphone, please print the proxy form attached to the email) and then authorize a bank or a shareholders’ association or another person of your choice to vote on your behalf. For this, you may fill in the form on the admission ticket and send the admission ticket to the authorized representative. Please ask for deviating modalities of granting authorizations directly at your bank or shareholders' association or the person authorized by you.

If you want to authorize a bank, a shareholders’ association or a third party outside the online service we will send a proxy form to you upon request.

Please note that many banks are no longer willing to act as proxy. Please contact your bank first to avoid your votes being lost.

If you have submitted an authorization to a bank or a shareholders' association and given instructions both via the online service and by other means, the authorization and the instructions given last take precedence over the previous authorization and instructions.

The authorized bank or shareholders’ association is exclusively responsible for exercising the voting rights.

7. Alteration of authorizations; later request for admission ticket via the online service

a)
Until the registration deadline (the close of April 27, 2018), you have the possibility to change authorizations granted to the proxies of BASF SE or a bank or a shareholders' association using the online service.

  • If you have authorized the proxies of BASF SE, you may authorize a bank or a shareholders' association participating in the online service instead of the proxies of BASF SE until the close of April 27, 2018, using the online service.
  • If you have authorized a bank or a shareholders' association participating in the online service, you may authorize the proxies of BASF SE or different bank or shareholders' association participating in the online service instead of the bank or shareholders' association until the close of April 27, 2018.

In all the aforementioned cases, the authorization granted last takes precedence. Any authorizations granted before will not be exercised.

b)
After having authorized the proxies of BASF SE or a bank or a shareholders' association you may still request an admission ticket until the registration deadline (close of April 27, 2018).

Once you have ordered an admission ticket, it will no longer be possible using the online service to authorize a bank or a shareholders’ association to vote on your behalf. Any authorization already received by us for a bank or a shareholders’ association to vote on your behalf will in case of a later request for an admission ticket not be exercised, i.e. the bank or the shareholders’ association will not represent the votes deriving from the authorization due to the later admission ticket request.

c)
In case you did not authorize a person of your choice when you requested your admission ticket(s) – using the online service or by other means – and there is no record of the admission ticket(s) at the Annual Shareholders’ Meeting you will still have the possibility of authorizing the proxies of BASF SE via the online service until the end of the agenda discussion during the Annual Shareholders’ Meeting on May 4, 2018. In this case the admission ticket(s) will be deactivated.
Furthermore, you may still make use of the possibilities to grant proxy outside the online service that are given subsequent to a request for an admission ticket.

d)
A change or revocation of an authorization can be submitted – also by electronic means - to the address mentioned in the convocation until the end of the agenda discussion.

8. Shareholder groups / Legal persons

Please note that when shareholders are entered in the share register as a group (e.g. married couples), partnership or legal person, the individual who requests admission tickets authorizes the proxies of BASF SE or banks or shareholders’ associations participating in the online service to vote on their behalf, or issues or changes the voting instructions have to be authorized by all members of the group or by the legal entity/partnership on whose behalf he or she acts or, respectively, must have corporate power of representation for the legal entity/partnership.

9. Precautions to be taken by online service users

Please keep your shareholder number and your personal password in a safe place to prevent access by unauthorized persons.

If you suspect unauthorized use of your account, you should have your access to the online service blocked by calling the BASF shareholder hotline at +49 180-2-2273111, which is available Monday to Friday from 9 a.m. to 6 p.m. CEST (€0.06 per call from the landline network of Deutsche Telekom; a maximum of €0.42 per minute from German mobile networks). If you are registered to receive the invitation to Shareholders’ Meetings by email, please do at least change your password and the security question.

After the blocking, registration for the Shareholders’ Meeting, the request for an admission ticket, authorization and instruction and the respective prove as well as the change of address are still possible in due form and a timely manner by other means.
Please also make sure that you exit the online service correctly. Your registration, or your issue or change of instructions will not be recorded until the confirmation of the request for admission tickets or of the receipt of your authorization together with the pertinent instructions is displayed. If the transaction is terminated prematurely (e.g., via the "Cancel" button or by closing the window), your registration or your change of instructions will not be properly recorded. By correctly exiting the online service, you also prevent unauthorized persons from viewing or manipulating your data during your absence.

10. Notes on data protection

The security of your personal data and protection of your privacy are a top priority for BASF SE. Our personal data security measures comply with state-of-the-art technology.

In the course of operating the online service for the Annual Shareholders’ Meeting, we will store, process and use your data exclusively for the following purposes:

  • Online order of admission tickets to the Annual Shareholders’ Meeting of BASF SE
  • Online authorization and instructions of proxies of BASF SE, banks or shareholders’ associations participating in the online service to vote on your behalf
  • Online change of your postal address in the share register.

In order to comply with the requirements under German stock corporation law to supply evidence, we will archive – with access protection - the data that you provided online when authorizing the proxies of BASF SE to vote on your behalf together with the associated voting instructions for a period of three years.

Service on Annual Shareholders’ Meeting

Last Update 23 March 2018