Agenda

The Supervisory Board approved the Financial Statements prepared by the Board of Executive Directors and the Financial Statements of the BASF Group on February 20, 2014. Thus the annual Financial Statements have been approved 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 on our Internet page www.basf.com/generalmeeting and are accessible there.

The Board of Executive Directors and the Supervisory Board propose to pay a dividend of €2.70 per qualifying share from the profit retained by BASF SE in the financial year 2013 in the amount of €2,825,838,825.38. If the shareholders approve this proposal, a total dividend of €2,479,892,473.80 will be payable on the 918,478,694 qualifying shares as of the date of approval of the Financial Statements for the financial year 2013 (February 20, 2014).

The Board of Executive Directors and the Supervisory Board propose that the remaining profit of €345,946,351.58 be allocated to the reserves.

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 financial year 2013.

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 financial year 2013.

The Supervisory Board proposes that KPMG AG Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, should be elected auditor of the Financial Statements and the Group Consolidated Financial Statements of BASF SE for the financial year 2014.

The term of office of the current Supervisory Board members will expire at the end of the Annual Shareholders’ Meeting taking place on May 2, 2014. It therefore needs to be reconstituted.

In accordance with Article 40 (2) and (3) of Regulation (EC) No. 2157/2001 of the Council of October 8, 2001 on the Statute for a European Company, Section 17 of the SE Implementation Act, Section 21 (3) of the SE Participation Act and Article 10 No. 1 sentence 1 of the Statutes, the Supervisory Board is composed of twelve members. Six of the twelve members are elected by the Annual Shareholders’ Meeting. The other six members are elected by the employees in accordance with Article 10 No. 1 sentence 5 of the Statutes in combination with the provisions of the agreement on the participation of the employees of November 15, 2007 (SE Agreement).

On the recommendation of the Nomination Committee of the Supervisory Board, the Supervisory Board proposes that the following six persons should be elected to the Supervisory Board as representatives of the shareholders:

1. Dame Alison J. Carnwath DBE, Sidmouth/England
   Senior Advisor Evercore Partners,
2. Prof. Dr. François Diederich, Zurich/Switzerland
   Professor at the Eidgenössische Technische
   Hochschule Zurich,
3. Michael Diekmann, Munich
   Chairman of the Board of Management of Allianz SE,
4. Franz Fehrenbach, Stuttgart
   Chairman of the Supervisory Board of Robert Bosch
   GmbH and Managing Partner of Robert Bosch
   Industrietreuhand KG (RBIK),
5. Dr. Jürgen Hambrecht, Neustadt an der Weinstraße
   Chemist,
6. Anke Schäferkordt, Cologne
   Member of the Executive Board of Bertelsmann SE &
   Co. KGaA, Co-Chief Executive Officer of RTL Group S.A.
   and Chief Executive Officer of RTL Television GmbH.

The nominations take into account the objectives regarding its composition resolved by the Supervisory Board. The Annual Shareholders’ Meeting is not bound by these nominations.

It is intended to have the Annual Shareholders’ Meeting vote separately on the nominations (individual election).

It is proposed that, in the event of his election by the Annual Shareholders’ Meeting, Dr. Jürgen Hambrecht will be proposed to the new Supervisory Board as candidate for the chairmanship of the Supervisory Board.

The six employee representatives on the Supervisory Board have already been appointed by the competent representative body of the employees, the BASF Europa Betriebsrat (European Works Council), according to the provisions of the SE Agreement. The following persons are involved:

1. Robert Oswald, Altrip
   Chairman of the Works Council of BASF SE,
2. Wolfgang Daniel, Heidelberg
   Deputy Chairman of the Works Council of BASF SE,
3. Ralf Gerd Bastian, Neuhofen
   Member of the Works Council of BASF SE,
4. Michael Vassiliadis, Hanover
   Chairman of the Central Board of Executive Directors
   of the Mining, Chemical and Energy Industries Union,
5. Francesco Grioli, Ronneberg
   Regional manager of the Rhineland-Palatinate/Saarland branch
   of the Mining, Chemical and Energy Industries Union,
6. Denise Schellemans, Brecht/Belgium
   Full-time trade union delegate.

The authorization granted to the Board of Executive Directors by the Annual Shareholders’ Meeting on April 30, 2009, to increase, with the consent of the Supervisory Board, on a one-off basis or in portions on a number of occasions, the company’s subscribed capital by up to €500,000,000.00 by issuing new shares against contributions in cash (authorized capital) expires on April 30, 2014. Therefore, the regulation on authorized capital previously contained in Article 5 No. 8 of the Statutes is to be deleted and new authorized capital is to be created against contributions in cash or in kind with the possibility of excluding the subscription right.

The Board of Executive Directors and the Supervisory Board propose the adoption of the following resolutions:

a.    The Board of Executive Directors is authorized, with the consent of the Supervisory Board, to increase, up to May 1, 2019, on a one-off basis or in portions on a number of occasions, the company’s subscribed capital by a total of up to €500,000,000.00 by issuing new registered shares against contributions in cash or in kind (Authorized Capital).

Shareholders are basically entitled to a subscription right. The new shares can be taken over by a bank appointed by the Board of Executive Directors with instructions to offer them to the shareholders (indirect subscription right). However, the Board of Executive Directors is authorized, with the consent of the Supervisory Board, to exclude the statutory subscription right of the shareholders in the following cases:

a.    in order to acquire companies, parts of companies, or holdings in companies, in return for the transfer of shares in appropriate individual cases,

b.    as far as this is necessary to prevent dilution in order to grant the owners of option certificates or the creditors of convertible bonds that are issued by the company or its affiliates in connection with an authorization granted to the Board of Executive Directors by the Annual Shareholders’ Meeting, a subscription right to the extent that this would be due to them after exercising the option or conversion right or after fulfilling conversion obligations,

c.    in order to utilize any residual amounts, and

d.    if the issue price of the new shares in the case of capital increases in return for cash contributions is not substantially lower than the stock market price of the already listed company shares and the total number of shares issued under this authorization is not more than ten percent of the subscribed capital either at the time of the authorization coming into effect or – if this value is lower – at the time that the present authorization is exercised. What must be credited against this ceiling of ten percent is the proportionate amount of the subscribed capital of shares that are issued or sold during the term of this authorization in direct or analogous application of Section 186 (3) sentence 4 of the German Stock Corporation Act, as well as against shares that have to be issued or granted on the basis of conversion or option bonds granted during the term of this authorization with the exclusion of the subscription right according to Section 186 (3) sentence 4 of the German Stock Corporation Act.

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 subscribed 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 subscribed 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.

b.    The authorized capital hitherto regulated in Article 5 No. 8 of the Statutes will be cancelled and Article 5 No. 8 of the Statutes will be reworded as follows:

“The Board of Executive Directors is authorized, with the consent of the Supervisory Board, to increase, up to May 1, 2019, on a one-off basis or in portions on a number of occasions, the company’s subscribed capital by a total of up to €500,000,000.00 by issuing new shares against contributions in cash or in kind (Authorized Capital).

Shareholders are basically entitled to a subscription right. The new shares can be taken over by a bank appointed by the Board of Executive Directors with instructions to offer them to the shareholders (indirect subscription right). However, the Board of Executive Directors is authorized, with the consent of the Supervisory Board, to exclude the statutory subscription right of the shareholders in the following cases:

a.    in order to acquire companies, parts of companies, or holdings in companies, in return for the transfer of shares in appropriate individual cases,

b.    as far as this is necessary to prevent dilution in order to grant the owners of option certificates or the creditors of convertible bonds that are issued by the company or its affiliates in connection with an authorization granted to the Board of Executive Directors by the Annual Shareholders’ Meeting, a subscription right to the extent that this would be due to them after exercising the option or conversion right or after fulfilling conversion obligations,

c.    in order to utilize any residual amounts, and

d.    if the issue price of the new shares in the case of capital increases in return for cash contributions is not substantially lower than the stock market price of the already listed company shares and the total number of shares issued under this authorization is not more than ten percent of the subscribed capital either at the time of the authorization coming into effect or – if this value is lower – at the time that the present authorization is exercised. What must be credited against this ceiling of ten percent is the proportionate amount of the subscribed capital of shares that are issued or sold during the term of this authorization in direct or analogous application of Section 186 (3) sentence 4 of the German Stock Corporation Act, as well as against shares that have to be issued or granted on the basis of conversion or option bonds granted during the term of this authorization with the exclusion of the subscription right according to Section 186 (3) sentence 4 of the German Stock Corporation Act.

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 subscribed 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 subscribed 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.”

c.    The Supervisory Board is authorized to adapt the wording of Article 5 of the Statutes in accordance with the particular utilization of the Authorized Capital after the expiry of the authorization and, if the Authorized Capital has not or not completely been utilized by May 1, 2019.

The following control and profit transfer agreements or control and profit and loss transfer agreements exist between BASF SE as the controlling company in each case on the one hand and various subsidiaries in the legal form of a GmbH (limited liability company) on the other hand (hereinafter referred to for simplicity and consistency as “Enterprise Agreements”):

• Control and profit transfer agreement of August 8/12, 2003 with BASF Plant Science Company GmbH (formerly BASF Plant Science Holding GmbH),
• Control and profit transfer agreement of March 8, 2002 with BASF Pigment GmbH,
• Control and profit and loss transfer agreement of March 13/April 6, 1989 with BASF Immobilien-Gesellschaft mbH (formerly Chemische Düngerfabrik Rendsburg GmbH),
• Control and profit and loss transfer agreement of April 6, 1989 with BASF Handels- und Exportgesellschaft mbH,
• Control and profit and loss transfer agreement of March 14/April 6, 1989 with LUWOGE GmbH (formerly LUWOGE Wohnungsunternehmen der BASF GmbH),
• Control and profit and loss transfer agreement of October 31/November 11, 1991 with BASF Schwarzheide GmbH,
• Control and profit transfer agreement of March 8, 2002 with BASF Coatings GmbH (formerly BASF Coatings Aktiengesellschaft),
• Control and profit transfer agreement of March 8, 2002 with BASF Polyurethanes GmbH (formerly Elastogran GmbH),
• Control and profit transfer agreement of November 19, 2002 with BASF New Business GmbH (formerly BASF Future Business GmbH).

BASF SE and the subsidiaries involved as the agreement partners to the above-mentioned Enterprise Agreements have concluded amendment agreements regarding the arrangements on the assumption of losses. These amendments make it clear that the references already contained in the agreements to the statutory provision on the assumption of losses according to Section 302 of the German Stock Corporation Act always refer to the particular valid version of Section 302 of the German Stock Corporation Act. The occasion for this clarification is the Act on the Amendment and Simplification of Corporate Taxation and Tax Travel Expenses law that came into effect on February 26, 2013. This stipulates that profit transfer agreements with a GmbH as a controlled company will in future provide such a dynamic reference to Section 302 of the German Stock Corporation Act in its particular valid version. The amendment agreements do not provide for any further changes.

The amendment agreements each have the following essential contents:

• BASF SE is obliged to assume the losses of the particular subsidiary according to Section 302 of the German Stock Corporation Act in its particular valid version.
• The further contents of the Enterprise Agreements remain unchanged.

The amendment agreements will only become effective with approval by the Annual Shareholders’ Meeting of BASF SE and subsequent recordal in the Commercial Register of the subsidiaries involved.

The Board of Executive Directors of BASF SE and the managers of the subsidiaries involved have together drawn up a joint report according to Sections 293a and 295 (1) sentence 2 of the German Stock Corporation Act, in which the amendment agreements have been explained and justified. In addition, the amendment agreements regarding the Enterprise Agreements with LUWOGE GmbH, BASF Schwarzheide GmbH, BASF Polyurethanes GmbH, BASF Coatings GmbH, and BASF Pigment GmbH, are audited by KPMG AG Wirtschaftsprüfungsgesellschaft as a court-appointed assessor of agreements. The agreement assessor has drawn up an assessment report on this in each case. None of the other amendment agreements need to be assessed by an agreement assessor according to Section 293b (1) 2nd half-sentence of the German Stock Corporation Act, since all the shares of the various subsidiaries are in the hands of BASF SE. The joint reports by the Board of Executive Directors and the managers and the assessment reports, together with the further documents to be published, will be accessible from the date of notice of the Annual Shareholders’ Meeting via BASF SE’s Internet page. All the documents to be published will also be made accessible at the Annual Shareholders’ Meeting.

The Board of Executive Directors and the Supervisory Board propose the following resolutions:

1. The amendment agreement on the control and profit transfer agreement that was concluded between BASF SE and BASF Plant Science Company GmbH on December 13, 2013, will be approved.
2. The amendment agreement on the control and profit transfer agreement that was concluded between BASF SE and BASF Pigment GmbH on December 13, 2013, will be approved.
3. The amendment agreement on the control and profit and loss transfer agreement that was concluded between BASF SE and BASF Immobilien-Gesellschaft mbH on December 13, 2013, will be approved.
4. The amendment agreement on the control and profit and loss transfer agreement that was concluded between BASF SE and BASF Handels- und Exportgesellschaft mbH on December 13, 2013, will be approved.
5. The amendment agreement on the control and profit and loss transfer agreement that was concluded between BASF SE and LUWOGE GmbH on December 6, 2013, will be approved.
6. The amendment agreement on the control and profit and loss transfer agreement that was concluded between BASF SE and BASF Schwarzheide GmbH on November 28, 2013/December 13, 2013, will be approved.
7. The amendment agreement on the control and profit transfer agreement that was concluded between BASF SE and BASF Coatings GmbH on October 24, 2013/ December 13, 2013, will be approved.
8. The amendment agreement on the control and profit transfer agreement that was concluded between BASF SE and BASF Polyurethanes GmbH on October 29, 2013/ December 13, 2013, will be approved.
9. The amendment agreement on the control and profit transfer agreement that was concluded between BASF SE and BASF New Business GmbH on December 13, 2013, will be approved.

It is intended to have the Annual Shareholders’ Meeting vote separately on the approval of each amendment agreement.