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 22, 2023. The 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 and can be accessed at www.basf.com/shareholdersmeeting.

The Board of Executive Directors and the Supervisory Board propose to pay a dividend of €3.40 per qualifying share from the profit retained by BASF SE in the 2022 business year in the amount of €3,848,723,499.63. If the shareholders approve this proposal, a total dividend of €3,034,965,351.20 will be payable on the 892,636,868 qualifying shares as of the date of the preparation of the Financial Statements for the 2022 business year (February 20, 2023).

The Board of Executive Directors and the Supervisory Board propose that the remaining profit retained of €813,758,148.43 be allocated to the retained earnings reserve.

The aforementioned number of qualifying shares takes into account that at the time of the preparation of the Financial Statements the company owned 1,218,061 of its own shares which are not entitled to dividends according to Section 71b of the German Stock Corporation Act. Should the number of qualifying shares for the 2022 business year change by the date of the Annual Shareholders’ Meeting, the Board of Executive Directors and Supervisory Board will present to the Annual Shareholders’ Meeting an accordingly adapted proposal for a resolution on appropriation of profit, with an unchanged dividend of €3.40 per qualifying share as well as accordingly adjusted figures for the total dividend payout and the allocation to retained earnings.

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 3, 2023.

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 2022 business year.

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 2022 business year.

The Supervisory Board proposes – based on the recommendation of its Audit Committee – that KPMG AG Wirtschaftsprüfungsgesellschaft, Frankfurt/Main, be appointed auditor of the Financial Statements and the Group Consolidated Financial Statements of BASF SE for the 2023 business year.

The Board of Executive Directors and the Supervisory Board are obligated by Section 162 of the German Stock Corporation Act to prepare a Compensation Report which is to be presented to the Shareholders’ Meeting for approval in accordance with Section 120a(4) of the German Stock Corporation Act. The Compensation Report for the 2022 business year and the auditor’s report on the audit of this Compensation Report can be found under III. in this invitation as well as at www.basf.com/compensationreport.

The Board of Executive Directors and the Supervisory Board propose that the Compensation Report for the 2022 business year be approved.

The current Statutes do not allow for shareholders to exercise their rights via electronic means of communication if the Shareholders’ Meeting is held in person. According to Section 118(1) sentence 2 of the German Stock Corporation Act, the Statutes can stipulate or authorize the Board of Executive Directors to stipulate that shareholders may participate in the Shareholders’ Meeting without being physically present at the location of the event and without a proxy and may exercise all or individual rights entirely or partially via electronic means of communication. To allow for the possibility of holding the Shareholders’ Meeting as a hybrid event in the future, if appropriate, a corresponding authorization of the Board of Executive Directors should be included in the Statutes. This would enable shareholders to also participate virtually in a Shareholders’ Meeting held in person. The Board of Executive Directors will decide for each future Shareholders’ Meeting, taking into consideration the specific circumstances of each individual case and the technological possibilities, whether to make use of this authorization and in which form, if any, online participation will be offered.

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

Article 17 of the Statutes is to be supplemented by the following new No. 3, which will result in the existing No. 3 becoming the new Article 17 No. 4:

“3. The Board of Executive Directors is authorized to make provisions enabling shareholders to participate in the Shareholders’ Meeting without being present at the location and without a proxy and to exercise all or individual shareholder rights entirely or partially by electronic means of communication. The Board of Executive Directors shall also define the details of the procedure, which it announces with the convening of the Shareholders’ Meeting.”

Germany’s Gesetz zur Einführung virtueller Hauptversammlungen von Aktiengesellschaften und Änderung genossenschafts- sowie insolvenz- und restrukturierungsrechtlicher Vorschriften [“Act on the Introduction of Virtual General Meetings of Stock Corporations and Amendment of Cooperative, Insolvency and Restructuring Law Provisions”] (Federal Law Gazette I No. 27 2022, p. 1166ff) allows, in the future as well, Shareholders’ Meetings to be held without shareholders or their proxies being physically present at the location of the Shareholders’ Meeting (“virtual Shareholders’ Meeting”). In accordance with Section 118a(1) sentence 1 of the German Stock Corporation Act, the Statutes can stipulate or authorize the Board of Executive Directors to stipulate that the Shareholders’ Meeting will be held as a virtual Shareholders’ Meeting.

The Statutes shall be amended to add a corresponding authorization of the Board of Executive Directors. However, the authorization shall be valid for less than the maximum five-year period foreseen in the Act. Instead, the authorization shall initially only be valid for two years after the amendment of the Statutes is entered into the company’s Commercial Register. This gives shareholders the opportunity at an earlier point in time to decide on a renewal of the authorization of the Board of Executive Directors to conduct a virtual Shareholders’ Meeting.

During the two-year period of the authorization, the Board of Executive Directors will decide for each future Shareholders’ Meeting, taking into consideration the specific circumstances of each individual case, whether to make use of this authorization and in which form the Shareholders’ Meeting should be convened as a virtual Shareholders’ Meeting. When making its decisions, the Board of Executive Directors will consider in particular the interests of shareholders and take account of, inter alia, the appropriate safeguarding of shareholder rights as well as aspects of health protection for participants, effort and costs as well as sustainability considerations.

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

Article 17 of the Statutes is to be supplemented by the following new No. 5:

“5. The Board of Executive Directors is authorized to stipulate that the Shareholders’ Meeting be held without the physical presence of shareholders or their proxies at the location of the Shareholders’ Meeting (virtual Shareholders’ Meeting). The authorization is valid for the holding of virtual Shareholders’ Meetings during a period of two years following the entry of this provision of the Statutes in the company’s Commercial Register.”

According to Section 118(3) sentence 1 of the German Stock Corporation Act, members of the Supervisory Board shall as a rule participate (in person) in the Shareholders’ Meeting. However, in accordance with Section 118(3) sentence 2 of the German Stock Corporation Act, the Statutes can define certain instances in which members of the Supervisory Board may be allowed to participate in the Shareholders’ Meeting via video and audio broadcast. This possibility shall be used to enable the Supervisory Board members’ participation in situations in which their physical presence at the location of the Shareholders’ Meeting is not possible or would only be possible with considerable effort, or in the event a virtual Shareholders’ Meeting is held.

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

Article 17 of the Statutes is to be supplemented by the following new No. 6:

“6. The participation of the Supervisory Board members in the Shareholders’ Meeting may take place via video and audio broadcast in instances where the members’ physical presence at the location of the Shareholders’ Meeting is impossible or only possible with considerable effort owing to statutory restrictions, their stay outside of Germany, their required presence at another location within the country, or an unreasonably long journey to the destination, or in the event that the Shareholders’ Meeting is held as a virtual Shareholders’ Meeting without the shareholders or their representatives being physically present at the location of the Shareholders’ Meeting.”