Invitation to the Annual Meeting on April 30, 2009

BASF SE Annual Meeting of BASF SE on April 30, 2009

1110309_Korr_Einladung_HV_09_e.indd10309_Korr_Einladung_HV_09_e.indd 1 111.03.20091.03.2009 18:48:4618:48:46 UhrUhr March 18, 2009

Dear Shareholders!

Please accept our cordial invitation to this year’s General The other gentlemen who have been nominated for Meeting of BASF SE on Thursday, April 30, 10:00 a.m., election have been members of the Supervisory Board to at the Congress Center Rosengarten, Rosengartenplatz 2, date. The six employee representatives on the Supervisory 68161 Mannheim, Germany. Board are appointed by the employees in accordance with the provisions of the agreement on the participation of the With this letter you will find the notice of the General employees of November 15, 2007. Meeting which was published in the electronic Federal German Gazette with the detailed Agenda of the General In the event of his election to the Supervisory Board, the Meeting required by law and a report by the Board of Supervisory Board proposes Dr. h. c. Voscherau as candi- Executive Directors. date for the chairmanship of the Supervisory Board.

Regarding Item 7 of the Agenda, we refer to the detailed We would like to provide the following supplementary report that is printed at the end of the notice of the General information on Items 2 and 6 to 9 of the Agenda: Meeting.

In 2008, we bought back a total of 37,891,306 shares Under Item 8 of the Agenda, amendments of Article 10 of using the buyback authorizations granted by the General the Statutes are proposed. In connection with the change Meeting. Of these shares, 33,241,433 shares have been of form of BASF Aktiengesellschaft to an SE, the members redeemed. In 2008, we also redeemed 24,600,000 shares of the Supervisory Board of BASF SE to be elected by the that had already been bought back in 2007. shareholders for the first time were also appointed. The The company’s share capital has been reduced by a total appointment was effected through the adoption of the of € 74,037,034.24 by these measures. resolution on the Statutes of BASF SE, with the result that the representatives of the shareholders in the first Super- At this year’s General Meeting, the shareholder representa- visory Board of BASF SE were listed by name in Article 10, tives on the Supervisory Board have to be reappointed No. 2, of the Statutes. This provision in the Statutes according to Article 10, No. 2, of the Statutes. The Super- becomes obsolete in connection with the reappointment of visory Board’s nominations are to be found under Item 6 the members of the Supervisory Board according to Item 6 of the Agenda. Messrs Prof. Dr. Strube and Dr. von Heyde- of the Agenda. breck are not available for reappointment. The Supervisory Board proposes the following persons for election onto the The representatives of the shareholders and the employ- Supervisory Board in their place: ees on the first Supervisory Board of BASF SE became members of the Supervisory Board when the change of Stephen K Green, form of BASF Aktiengesellschaft to an SE came into effect Dr. h. c. Eggert Voscherau. on January 14, 2008. The term of office of all members of the first Supervisory Board of BASF SE ends with the conclusion of the General Meeting convened for April 30, 2009. According to Section 113 (2) of the German Stock Corporation Act, only the General Meeting can grant the members of the first Supervisory Board of BASF SE remuneration for their duties. Such approval is to be given by the General Meeting convened for April 30, 2009. The members of the first Supervisory Board of BASF SE are to receive remuneration for their duties on the Super- visory Board of BASF SE in accordance with the provision in Article 14 of the Statutes. An appropriate resolution is proposed under Item 9 of the Agenda.

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1110309_Korr_Einladung_HV_09_e.indd10309_Korr_Einladung_HV_09_e.indd 2 111.03.20091.03.2009 18:48:4618:48:46 UhrUhr Attendance and proxies in the enclosed leaflet entitled “Information on attend- ing the General Meeting and on proxies”. We have a particular interest again this year in our shareholders exercising their rights to vote at the General A short report (BASF in Brief) on the financial year 2008 is Meeting and safeguarding their rights in coadministering enclosed. BASF in Brief also contains the key financial the company. data. Once again we are not sending the Financial State- ments of BASF SE or the BASF Report 2008 with the Shareholders who do not attend the General Meeting in complete BASF Group Consolidated Financial Statements. person can exercise their voting rights – as usual – either All these documents together with all other information through a proxy of their choice with authorization in writing about the General Meeting can be viewed on the Internet or by telefax (for example through a bank or an association under http://www.basf.com via the “General Meeting” link of shareholders) or by issuing (in writing, per telefax or or will be sent to any shareholder on request. For this pur- electronically via the Internet) a power of attorney to pose, please contact the address specified in the notice proxies appointed by our company. In the latter case, of the General Meeting. the power of attorney must contain instructions on the exercise of the voting right. Very truly yours

Authorizing proxies of our company can be of interest to you particularly if your depository bank refuses to exercise BASF SE your right to vote at the General Meeting.

We would like to point out that even if you cannot or do not wish to attend the General Meeting in person, you first need an entrance ticket to authorize the proxies appointed by our company. You will find further information on proxy Hambrecht Bock

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1110309_Korr_Einladung_HV_09_e.indd10309_Korr_Einladung_HV_09_e.indd 3 111.03.20091.03.2009 18:48:4618:48:46 UhrUhr We hereby give notice of this year’s 4. Adoption of a resolution giving formal approval to the actions of the members of the Board of Executive Annual Meeting Directors

of BASF SE The Supervisory Board and the Board of Executive Directors propose that formal approval be given to the on Thursday, April 30, 2009, 10:00 a.m., at the Congress members of the Board of Executive Directors of BASF Center Rosengarten, Rosengartenplatz 2, Aktiengesellschaft and to the members of the Board of 68161 Mannheim, Germany. Executive Directors of BASF SE, who were in office in the financial year 2008, for this period.

5. Election of the auditor for the financial year 2009 Agenda The Supervisory Board proposes that KPMG AG 1. Presentation of the Financial Statements of BASF SE Wirtschaftsprüfungsgesellschaft, Frankfurt, be elected and the BASF Group for the financial year 2008; pre- auditor of the Financial Statements and the Group Conso- sentation of Management’s Analyses of BASF SE and lidated Financial Statements of BASF SE for the financial the BASF Group for the financial year 2008 including year 2009. the explanatory reports on the data according to Section 289 (4) and Section 315 (4) of the German 6. Appointment of the members of the Supervisory Board Commercial Code; presentation of the Report of the Supervisory Board The term of office of the current members of the Super- visory Board ends upon the conclusion of the General 2. Adoption of a resolution on the appropriation of profit Meeting on April 30, 2009. According to Article 10, No. 1, of the Statutes, the Supervisory Board comprises twelve The Board of Executive Directors and the Supervisory members, six members of which were elected by the Board propose to pay a dividend of € 1.95 per qualifying General Meeting. The six employee representatives on the share from the profit retained by BASF SE in the financial Supervisory Board are appointed by the employees in year 2008 in the amount of € 4,159,546,919.88. If the accordance with the provisions of the agreement on the shareholders approve this proposal, a total dividend of participation of the employees of November 15, 2007. € 1,791,033,453.30 will be payable on the 918,478,694 On the basis of the recommendation of the Nomination qualifying shares as of the date of approval of the Financial Committee of the Supervisory Board, the Supervisory Statements for the financial year 2008 (February 24, 2009). Board proposes the following six persons to be appointed to the Supervisory Board as representatives of the share- The Board of Executive Directors and the Supervisory holders: Board propose that the remaining profit retained of € 2,368,513,466.58 should be allocated to the retained Prof. Dr. François Diederich, Zurich/Switzerland, income. Professor at the Eidgenössische Hochschule Zurich Michael Diekmann, Munich, 3. Adoption of a resolution giving formal approval to the Chairman of the Board of Directors of Allianz SE actions of the members of the Supervisory Board Franz Fehrenbach, Stuttgart, Chairman of the Board of Directors of Robert Bosch GmbH The Board of Executive Directors and the Supervisory Stephen K Green, London, Board propose that formal approval be given to the mem- Group Chairman of HSBC Holdings plc bers of the Supervisory Board of BASF Aktiengesellschaft Max Dietrich Kley, Heidelberg, and to the members of the Supervisory Board of BASF SE, Attorney-at-Law who were in office in the financial year 2008, for this period. Dr. h. c. Eggert Voscherau, Wachenheim, Merchant.

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1110309_Korr_Einladung_HV_09_e.indd10309_Korr_Einladung_HV_09_e.indd 4 111.03.20091.03.2009 18:48:4618:48:46 UhrUhr In the event of his election to the Supervisory Board, the In the case of capital increases in return for cash contribu- Supervisory Board proposes Dr. h. c. Eggert Voscherau as tions, the Board of Executive Directors is also authorized candidate for the chairmanship of the Supervisory Board. to exclude the statutory subscription right of shareholders, if the issue price of the new shares is not substantially 7. Adoption of a resolution on the removal of existing and lower than the stock market price and the total number of the creation of new authorized capital and amendment shares issued under this authorization is not more than ten of the Statutes percent of the subscribed capital on the date of issue.

The Board of Executive Directors and the Supervisory (d) Article 5, No. 8, of the Statutes is worded as follows: Board propose that the following resolutions should be adopted: „The Board of Executive Directors is authorized, with the consent of the Supervisory Board, to increase until a) The authorization granted to the Board of Executive April 30, 2014, on a one-off basis or in portions on Directors by the General Meeting on April 29, 2004, to a number of occasions, the company’s subscribed increase, with the consent of the Supervisory Board, capital by a total of up to € 500,000,000.00 by issuing until May 1, 2009, on a one-off basis or in portions on new shares against contributions in cash or in kind a number of occasions, the company’s subscribed (authorized capital). The new shares may be taken capital by up to € 500,000,000.00 by issuing new over by a bank appointed by the Board of Executive shares against contributions in cash or in kind (autho- Directors with instructions to offer them to the share- rized capital), is revoked. holders (indirect subscription right).

b) The Board of Executive Directors is authorized, with The Board of Executive Directors is authorized, with the consent of the Supervisory Board, to increase until the consent of the Supervisory Board, to exclude the April 30, 2014, on a one-off basis or in portions on a statutory subscription right of the shareholders, number of occasions, the company’s subscribed capi- tal by a total of up to € 500,000,000.00 by issuing new (a) in order to acquire companies, parts of companies shares against contributions in cash or in kind (autho- or holdings in companies in return for the transfer rized capital). The new shares can be taken over by of shares in appropriate individual cases, a bank appointed by the Board of Executive Directors with instructions to offer them to the shareholders (b) as far as this is necessary to prevent dilution in (indirect subscription right). order to grant the owners of option certificates and the creditors of convertible bonds that are issued c) The Board of Executive Directors is authorized, with by the company or its affiliates in connection with the consent of the Supervisory Board, to exclude the an authorization granted to the Board of Executive statutory subscription right of the shareholders, Directors by the General Meeting a subscription right to the extent that this would be due to them (a) in order to acquire companies, parts of companies after exercising the option or conversion right or or holdings in companies in return for the transfer after fulfilling conversion obligations, and of shares in appropriate individual cases, (c) in order to use any residual amounts. (b) as far as this is necessary to prevent dilution in order to grant the owners of option certificates and In the case of capital increases in return for cash con- the creditors of convertible bonds that are issued tributions, the Board of Executive Directors is autho- by the company or its affiliates in connection with rized to exclude the statutory subscription right of an authorization granted to the Board of Executive shareholders, if the issue price of the new shares is not Directors by the General Meeting a subscription substantially lower than the stock market price and the right to the extent that this would be due to them total number of shares issued under this authorization after exercising the option or conversion right or is not more than ten percent of the subscribed capital after fulfilling conversion obligations, and on the date of issue.“

(c) in order to use any residual amounts.

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1110309_Korr_Einladung_HV_09_e.indd10309_Korr_Einladung_HV_09_e.indd 5 111.03.20091.03.2009 18:48:4618:48:46 UhrUhr 8. Adoption of a resolution on the amendment of Article 10, Attendance at the General Meeting No. 2 and No. 3, of the Statutes Shareholders who have registered in writing, by telefax The Board of Executive Directors and the Supervisory or in text form prior to the General Meeting shall be entitled Board propose the adoption of the following resolution: to attend the General Meeting and to exercise their right to vote. The registration must be received by the registration a) Article 10, No. 2, of the Statutes is canceled. The office specified below not later than the end of April 23, numbering of the following numbers is adjusted 2009. Evidence must be provided of the authorization to accordingly. attend the General Meeting and to exercise one’s voting right, for example by confirmation by the depository insti- b) In Article 10, No. 3, of the Statutes, the words tute. The evidence must be provided in writing, by telefax “Subject to No. 2” are deleted. Article 10, No. 3, or in text form. The evidence must be in German or English. (after renumbering of No. 2) is accordingly It must refer to the beginning of April 9, 2009, and must be reworded as follows: received by the registration office specified below not later than April 23, 2009. “The members of the Supervisory Board are appointed for a term until the conclusion of the General The address of the registration office specified above is: Meeting resolving on the discharge of the Supervisory Board for the fourth financial year after the term of BASF SE office commenced, with the financial year in which the c/o Deutsche Bank AG term of office commences not being taken into – General Meetings – account, however, for no longer than a period of six Postfach 20 01 07 years. Reappointments are permissible.” 60605 Frankfurt/Main Telefax: +49 69 12012-86045 9. Remuneration of the first Supervisory Board of BASF SE E-Mail: [email protected]

The Board of Executive Directors and the Supervisory Shareholders who do not attend the General Meeting Board propose the adoption of the following resolution: in person can exercise their voting rights either through a proxy of their choice with authorization in writing or by The members of the first Supervisory Board of BASF telefax (for example through a bank or an association of SE shall receive a remuneration in accordance with the shareholders) or by issuing (in writing, per telefax or elec- provision in Article 14 of the Statutes for their duties in tronically via the Internet) a power of attorney to proxies the first Supervisory Board of BASF SE. In the event that appointed by our company. In the latter case, the power a member of the first Supervisory Board of BASF SE of attorney must contain instructions on the exercise of receives a remuneration for his duties on the Supervisory the voting right. Board of BASF Aktiengesellschaft in the financial year 2008, this remuneration shall be credited against the remu- A copy of the Financial Statements of BASF SE, the BASF neration to be granted according to sentence 1. Report 2008 with the BASF Group Consolidated Financial Statements and the other reports specified under Item 1 of the Agenda will be sent to any shareholder free of charge on request. For this purpose, please contact

BASF SE Mediencenter, GP/MS – D 107 67056 Ludwigshafen Germany Telephone: +49 621 60-91827 Internet: basf.com/mediaorders

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1110309_Korr_Einladung_HV_09_e.indd10309_Korr_Einladung_HV_09_e.indd 6 111.03.20091.03.2009 18:48:4618:48:46 UhrUhr The reports mentioned above have been published Report of the Board of Executive Directors to the with further documents on the 2009 General Meeting on General Meeting on April 30, 2009 the Internet under http://www.basf.com via the “General Meeting” link and may be viewed there. In respect of Item 7 of the Agenda, the Board of Executive Directors submits in accordance with Article 9 Shareholders’ motions to be made available in accordance of the Council Regulation on the Statute for a European with German Stock Corporation Act will be published by Company in combination with Section 203 (2), sentence 2, us on the Internet under http://www.basf.com via the in combination with Section 186 (4), sentence 2, of the “General Meeting” link, if they are received at the following German Stock Corporation Act address not later than two weeks before the date of the General Meeting: Report on the exclusion of the subscription right

BASF SE The General Meeting on April 29, 2004, authorized the Zentralabteilung Recht, ZRR - D 100 Board of Executive Directors to increase, with the consent 67056 Ludwigshafen of the Supervisory Board, until April 30, 2009, the compa- Germany ny’s subscribed capital by up to € 500,000,000.00 by Telefax: +49 621 60-6641475 issuing new shares against contributions in cash or in kind or +49 621 60-6645002 (authorized capital). The possibility of excluding the share- holders’ statutory subscription right in the case of capital At the time of this notice of the General Meeting, increases from this authorized capital is restricted to four 918,478,694 shares of the company of the total strictly limited cases. The company has not made use of 923,128,567 shares issued entitle the owners to attend the authorized capital to date. The Board of Executive and vote. Directors and the Supervisory Board therefore propose its elimination.

With the authorization applied for in addition to create new authorized capital, the Board of Executive Directors is pro- vided with a flexible instrument for fashioning corporate policy for the next five years as well.

The purpose of the proposed authorized capital is to enable the Board of Executive Directors to continue raising capital at short notice on the capital markets required for the fur- ther development of the company by issuing new shares or to take quick advantage of any more favorable market conditions for meeting a future financing requirement. In addition, the Board of Executive Directors is to be fur- ther enabled to acquire companies, parts of companies or holdings in other companies from third parties in return for issuing shares without having recourse to the capital markets.

The latter possibility of issuing shares significantly increases the room for maneuver of the Board of Executive Directors in international competition, since particularly in the case of corporate mergers or the acquisition of companies, parts of companies and holdings, the consideration to be paid is frequently paid in the form of the acquirer’s shares. Particularly with the increasingly large corporate units that are involved in such transactions, the considerations can frequently not be met with money without putting undue

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1110309_Korr_Einladung_HV_09_e.indd10309_Korr_Einladung_HV_09_e.indd 7 111.03.20091.03.2009 18:48:4618:48:46 UhrUhr strain on the company’s liquidity or raising its indebtedness to an undesirable extent. The use of authorized capital for these purposes means that it must be possible to exclude the subscription right. The Board of Executive Directors is therefore to be authorized to exclude the subscription right in these cases.

The exclusion in favor of owners of option certificates and creditors of convertible bonds enables these to participate in the capital increase to the extent to which they would be justified to participate if they had purchased shares by virtue of their option or conversion rights or conversion obligations. This counteracts any dilution as the result of the capital increase.

The Board of Executive Directors is also to be authorized to exclude the subscription right if the capital increase is effected against cash payment, the amount of issue is not substantially below the stock market price and the total number of shares issued under the authorization does not exceed ten percent of the subscribed capital at the time of issue. The arrangement complies with Section 186 (3), sentence 4, of the German Stock Corporation Act. In this way, the Board of Executive Directors will continue to be in a position to meet a future financing requirement at short notice and using any favorable capital market conditions to the advantage of the company and the shareholders. This is only possible to a very limited extent if the subscrip- tion right is granted because processing the subscription is very time consuming.

The authorization to exclude the subscription right for residual amounts opens up the possibility of laying down simple and practicable subscription conditions for raising capital. Residual amounts occur if not all shares can be distributed uniformly among the shareholders as the result of the subscription ratio or the amount of the capital increase. The residual amounts are of subordinate impor- tance in relation to the whole capital increase.

The Board of Executive Directors will study on a case-by- case basis whether the use of the authorization for the capital increase and any exclusion of the subscription right are also in the well-understood interests of the company, taking the interests of the previous shareholders into con- sideration. The Board of Executive Directors will report on each use of the authorized capital at the next General Meetings.

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1110309_Korr_Einladung_HV_09_e.indd10309_Korr_Einladung_HV_09_e.indd 8 111.03.20091.03.2009 18:48:4618:48:46 UhrUhr Data according to Article 9 of the Council Regulation Max Dietrich Kley on the Statute for a European Company in combination Memberships in supervisory boards to be formed with Section 125 (1) of the German Stock Corporation by law: Act on the Supervisory Board candidates proposed for HeidelbergCement AG (Member of the Supervisory election under Item 6 of the Agenda: Board) Infineon Technologies AG (Chairman of the Supervisory Prof. Dr. François Diederich Board) Schott AG (Member of the Supervisory Board) Michael Diekmann SGL Carbon AG (Chairman of the Supervisory Board) Memberships in supervisory boards to be formed Memberships in comparable German and foreign by law: control bodies: Linde AG (Vice Chairman of the Supervisory Board) Unicredito Italiano S.p.A. (Member of the Board of Siemens AG (Member of the Board of Directors) Directors) Group-internal offices in the sense of Section 100 (2) of the German Stock Exchange Act: Dr. h. c. Eggert Voscherau Allianz Deutschland AG (Chairman of the Supervisory Memberships in supervisory boards to be formed Board) by law: Allianz Global Investors AG (Chairman of the Super- Carl-Zeiss AG (Chairman of the Supervisory Board) visory Board) CropEnergies AG (Chairman of the Supervisory Board) Memberships in comparable German and foreign (until July 2009) control bodies: HDI Haftpflichtverband der Deutschen Industrie VVaG Assurances Générales de France (Member of the (Member of the Supervisory Board) (until July 2009) Administrative Council) Schott AG (Chairman of the Supervisory Board) Allianz S.p.A., Italy (Member of the Administrative Talanx AG (Member of the Supervisory Board) (until Council) July 2009) Memberships in comparable German and foreign Franz Fehrenbach control bodies: Memberships in comparable German and foreign Nord Stream AG, Switzerland (Member of the Supervi- control bodies: sory Board) (until April 2009) Robert Bosch Corporation, USA (Member of the Board ZEW, Zentrum für Europäische Wirtschaftsforschung Directors) GmbH, Mannheim (Member of the Supervisory Board)

Stephen K Green Memberships in comparable German and foreign Ludwigshafen/Rhine, March 18, 2009 control bodies: HSBC Bank plc, Great Britain (Chairman of the Board BASF SE of Directors) HSBC Private Banking Holdings (Suisse) SA (Chairman of the Administrative Board) The Board of Executive Directors The Hongkong and Shanghai Banking Corporation Limited, Hongkong (Member of the Board of Directors) HSBC North America Holdings Inc., USA (Member of the Board of Directors) HSBC France (Member of the Board of Directors)

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1110309_Korr_Einladung_HV_09_e.indd10309_Korr_Einladung_HV_09_e.indd 1111 111.03.20091.03.2009 18:48:4618:48:46 UhrUhr 1110309_Korr_Einladung_HV_09_e.indd 12 1 0 3 0 9 _ K o r r _ E • on the internet: basf.com/mediaorders• ontheinternet: • bytelephone:+4962160-91827 You canalsoorder thereports publications from BASFonourhomepageatwww.basf.com You canfindHTMLversionsofthisandother Germany 67056 Ludwigshafen BASF SE Publisher: i n l a d u n g _ H V _ 0 9 _ e . i n d d

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