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 March 19, 2025. 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 at www.basf.com/shareholdersmeeting and can also be accessed there during the Annual Shareholders’ Meeting.

The Board of Executive Directors and the Supervisory Board propose to pay a dividend of €2.25 per qualifying share from the profit retained by BASF SE in the 2024 business year in the amount of €2,704,414,874.35. If the shareholders approve this proposal, a total dividend of €2,008,174,869.00 will be payable on the 892,522,164 qualifying shares as of the date of adoption of the Financial Statements for the 2024 business year by the Board of Executive Directors (March 17, 2025).

The Board of Executive Directors and the Supervisory Board propose that the remaining profit retained of €696,240,005.35 be allocated to the retained earnings reserve.

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 resolution of the Annual Shareholders’ Meeting, in this case on Wednesday, May 7, 2025.

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 2024 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 2024 business year.

The Supervisory Board proposes – based on the recommendation of its Audit Committee – that Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, be appointed

a) auditor of the Financial Statements and the Group Consolidated Financial Statements of BASF SE and BASF Group for the business year 2025 as well as auditor for the auditor’s review of the halfyear financial report 2025; and

b) auditor of the sustainability reporting for the business year 2025.

The appointment of the auditor for the sustainability reporting is a precautionary measure in the event that German legislators explicitly require the election of this auditor by the Annual Shareholders’ Meeting in transposing Article 37 of the EU Audit Directive (Directive 2006/43/EC of the European Parliament and of the Council of 17 May 2006) as amended by the Corporate Sustainability Reporting Directive (Directive (EU) No. 2022/2464 of the European Parliament and of the Council of December 14, 2022), so that, under Germany’s transposition laws, the audit of the sustainability reporting is not already the responsibility of the appointed auditor of the financial statements.

The Audit Committee declared that its recommendation was free from any undue influence by third parties and was not subject to any clauses restricting its choice within the meaning of Article 16(6) of the EU Audit Regulation (Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014).

In accordance with Section 118a of the German Stock Corporation Act in combination with Article 17 No. 5 of the Statutes, the Board of Executive Directors is authorized to stipulate that the Shareholders’ Meeting be held as a virtual Shareholders’ Meeting, i.e., without the physical presence of shareholders or their authorized representatives at the location of the Shareholders’ Meeting. This authorization was adopted by the Annual Shareholders’ Meeting on April 27, 2023, and was entered into the company’s Commercial Register on May 8, 2023. It applies for Shareholders’ Meetings held within a period of two years following the corresponding entry in the Commercial Register and therefore expires on May 8, 2025.

The Board of Executive Directors, with the agreement of the Supervisory Board, utilized this authorization for the first time for this year’s Annual Shareholders’ Meeting. Apart from that, the company has held all of its Shareholders’ Meetings as in-person Shareholders’ Meetings since the end of the coronavirus pandemic. The Board of Executive Directors and Supervisory Board believe it is advisable to also have future flexibility to decide on the format of the Shareholders’ Meeting. For this reason, the Board of Executive Directors and Supervisory Board propose that the authorization to hold virtual Shareholders’ Meetings be renewed. Once again, this authorization would be valid for a period of two years, a shorter duration than the maximum of five years foreseen by the legislation.

In recent years, many DAX companies have gained positive experiences with the virtual format. The virtual format has proven to be an efficient and legally compliant alternative to an in-person Shareholders’ Meeting. The in-person Shareholders’ Meeting and the virtual Shareholders’ Meeting are legally equivalent.

For future Shareholders’ Meetings as well, the Board of Executive Directors should therefore have the ability to decide, separately in each case and taking into account the respective circumstances, whether to hold the Shareholders’ Meeting in person – consistent with the previously prevailing practice since the end of the coronavirus pandemic – or as a virtual Shareholders’ Meeting. The Board of Executive Directors will continue to make such decisions giving due consideration to the interests of the company and its shareholders, and responsibly taking into account in particular the Agenda Items, aspects relating to the health and safety of participants, expenditures and costs as well as sustainability considerations. In accordance with legal requirements, shareholders’ rights will be fully safeguarded irrespective of the format of the Shareholders’ Meeting.

In its decisions on the format of future Shareholders’ Meetings, the Board of Executive Directors shall, closely and at an early stage, involve the Chairman of the Supervisory Board. This should continue to ensure that the decision is made in the best interests of the company and its shareholders.

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

Article 17 No. 5 of the Statutes shall be repealed and amended as follows:

“5. The Board of Executive Directors is authorized to stipulate that the Shareholders’ Meeting be held without shareholders or their proxies being physically present 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.”

Article 17 of the Statutes is otherwise unchanged.