FAQ US Investors

An ADR (American Depositary Receipt) is a negotiable certificate issued by a depositary bank representing a specific number of shares of a non-U.S. company traded on a U.S. stock exchange. An ADS is the share issued under the ADR agreement which is actually traded.  

U.S. investors generally prefer to purchase ADRs rather than ordinary shares in the issuer’s home market because ADRs trade, clear and settle according to U.S. market conventions. One of ADRs’ top advantages is the facilitated diversification into foreign securities. ADRs also allow easy comparison to securities of similar companies as well as access to price and trading information, if listed. ADR holders also appreciate prompt dividend payments and receiving corporate action notifications.

You can buy BASF ADRs through a broker, just as you would buy U.S. securities.

No.

Converting ordinary shares into ADRs must be done through a broker, an investment advisor or through BNY.

Registered ADR holders:

Overnight correspondence should be mailed to:

Website: www.mybnymdr.com

If you are an individual but not a registered holder, please contact your broker directly.

Brokers and institutional investors (only):

International investors should contact BNY’s ADR desk at:

Website: www.adrbnymellon.com

The delisting from the NYSE is driven by the opportunity to reduce complexity and administrative costs connected with our listing. Since BASF’s listing in June 2000, the regulatory framework for companies listed on the NYSE has changed considerably. This has led to more bureaucracy and higher compliance costs for companies. Parallel to this reporting and corporate governance standards in Europe and the U.S. have converged substantially in recent years. Regulations in the European capital markets have been tightened and IFRS have become mandatory. It is therefore possible to maintain a high level of corporate governance and transparency with significantly reduced administrative cost.

• Delisting: Removal of a company’s shares from an exchange (e.g. NYSE) and termination of stock exchange trading in these shares
• Deregistration: Termination of the SEC registration of a company’s shares resulting in the termination of all reporting obligations under the Securities Exchange Act of 1934
  

• Level 1 ADRs can only be traded on the OTC market.
• Minimal reporting requirements: Publication of English quarterly and annual reports (according to IFRS) on BASF website is sufficient.
• A majority of American depositary receipt programs currently trading are issued through a Level 1 program.

Level I Depositary Receipts are traded in the U.S. OTC market with prices published in the “Pink Sheets” and on some exchanges outside the United States. Establishment of a Sponsored Level I program does not require full SEC registration and the company does not have to report its accounts under U.S. GAAP or provide full SEC disclosure. Essentially, a Sponsored Level I Depositary Receipt program allows companies to enjoy the benefits of a publicly traded security without changing its current reporting process.

The OTCQX marketplace is the premier tier of the U.S. over-the-counter market. Investor-focused companies use the quality-controlled OTCQX marketplace to offer investors transparent trading, superior information and easy access through their regulated U.S. broker-dealers.

Since December 10, 2007 BASF ADRs trade on OTCQX and investors can find real-time quotes, disclosure and financial information about BASF.

No. There is a clear commitment that BASF will maintain the same level of IR activities. BASF will maintain a dedicated investor relations officer in the United States and continue to go on roadshow with senior management on a regular basis.

A registered holder is one whose name appears on the books of the depositary. The registered holder is considered the owner of the record. A beneficial holder is one whose holdings are registered in a name other than his or her own, such as the name of a broker, bank or nominee.

If your certificate is lost, stolen, or destroyed, notify BNY investor hotline +1-888-BNY-ADRs / +1-888-269-2377. Please ensure you have your Social Security Taxpayer Identification number ready when calling. 

It is important that you call BNY when you move so that your account records can be updated and your dividend check is sent to the right address.

Resident Canadian ADR shareholders will receive their dividends in U.S. dollars.

BASF is required by law to hold a general meeting of its shareholders each year (the Annual General Meeting - “AGM”, or Annual Shareholders’ Meeting). As an ordinary shareholder you are entitled to attend, speak and vote at general meetings of the company. Shareholders who wish to attend and / or vote at the Annual Shareholders’ Meeting need to order an entrance ticket first. This can be obtained from the bank that maintains your deposit. Holders of ADRs are entitled to instruct the Depositary Bank, BNY as a proxy to exercise the voting rights with respect to the number of ordinary shares represented by the respective ADRs. 

Dividends are paid in U.S. dollars and are generally taxable, just like dividends on U.S. shares. For further information see chapter Taxation.

You can request the replacement of a lost dividend check by calling BNY. Upon authorization from you, a stop payment order will be placed against the original check and a replacement check will be issued to you. Please have your Social Security Number ready when calling.

For the most current BASF ADR dividend information you can call BNY. Please have your account number, exact address, and exact name(s) on the account ready when you call. You can also refer to BNY website and double click on the “Dividends and Distributions” section.

All or a portion of your cash dividend can be wired directly to your bank account. In order to take advantage of this option your bank or financial institution must be part of Automatic Clearing House (ACH). If you are interested in this option please call BNY.

No. There is no dividend reinvestment plan for Level I Depository Receipts that are traded in the U.S. OTC market.

BASF promptly publishes on its corporate website all information in the English language that has been made publicly available to its other investors in the German language (to the extent that such information is material to BASF and its shares).