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Invitation to the Annual Meeting on April 30, 2009

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Invitation to the Annual Meeting on April 30, 2009 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 118:48:468:48:46 UUhrhr 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. 2 1110309_Korr_Einladung_HV_09_e.indd10309_Korr_Einladung_HV_09_e.indd 2 111.03.20091.03.2009 118:48:468:48:46 UUhrhr 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 3 1110309_Korr_Einladung_HV_09_e.indd10309_Korr_Einladung_HV_09_e.indd 3 111.03.20091.03.2009 118:48:468:48:46 UUhrhr 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. 4 1110309_Korr_Einladung_HV_09_e.indd10309_Korr_Einladung_HV_09_e.indd 4 111.03.20091.03.2009 118:48:468:48:46 UUhrhr 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.
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