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BASF and Letterone Sign Agreement to Merge Wintershall and DEA Dr BASF Conference Call Speech (including slides) September 28, 2018 BASF and LetterOne sign agreement to merge Wintershall and DEA Dr. Hans-Ulrich Engel, Chief Financial Officer, BASF Mario Mehren, Chief Executive Officer, Wintershall BASF Conference Call, Ludwigshafen September 28, 2018 Dr. Hans-Ulrich Engel Vice Chairman of the Board of Executive Directors and Chief Financial Officer, BASF Mario Mehren Chief Executive Officer, Wintershall The spoken word applies. Page 2 BASF Conference Call September 28, 2018 Cautionary note regarding forward-looking statements This presentation contains forward-looking statements. These statements are based on current estimates and projections of the Board of Executive Directors and currently available information. Forward-looking statements are not guarantees of the future developments and results outlined therein. These are dependent on a number of factors; they involve various risks and uncertainties; and they are based on assumptions that may not prove to be accurate. Such risk factors include those discussed in the Opportunities and Risks Report from page 111 to 118 of the BASF Report 2017. BASF does not assume any obligation to update the forward-looking statements contained in this presentation above and beyond the legal requirements. 2 September 2018 Page 3 BASF Conference Call September 28, 2018 Hans-Ulrich Engel Ladies and gentlemen, good morning and thank you for joining us on short notice. I am delighted to tell you more about the agreement we signed late last night with LetterOne on the formation of Wintershall DEA. We will create significant value for both shareholders of the joint venture by forming the leading independent European exploration and production company, seizing additional growth opportunities, generating synergies of at least €200 million per year and last but not least IPO Wintershall DEA. In the following, I will briefly highlight Wintershall DEA’s main characteristics, the key elements of the transaction agreement and the corporate governance structure of the company. Mario will later provide you with further operational details. Page 4 BASF Conference Call September 28, 2018 BASF Group’s strategic rationale for the merger of Wintershall and DEA . This merger is an important value-creating step on BASF’s strategic path . Value creation through additional growth opportunities, realization of synergies and the envisaged IPO . Creating the leading independent European exploration and production company with strong international operations and significant scale . Combined business with pro-forma 2017 sales of €4.7 billion, EBITDA of €2.8 billion and net income of €740 million . Broadening and balancing the regional asset footprint: 2017 pro-forma production of 210 million boe and 2.2 billion boe 1P reserves . Portfolio upgrading across the whole E&P lifecycle, leveraging strategic partnerships and technologies 3 September 2018 Page 5 BASF Conference Call September 28, 2018 [Chart 3: BASF Group’s strategic rationale for the merger of Wintershall and DEA] Yesterday night, BASF and LetterOne signed a definitive transaction agreement to merge their respective oil and gas businesses in a joint venture, which will operate under the name Wintershall DEA. This merger is an important value-creating step on BASF’s strategic path. By combining these two German-based entities, we create the basis for further profitable growth. Wintershall DEA will become the leading independent European exploration and production company with strong international operations and significant scale. In 2017, the combined business had pro-forma sales of 4.7 billion euros, EBITDA reached 2.8 billion euros and net income amounted to 740 million euros. We will strengthen the portfolio footprint of the combined business and realize synergies, thus creating significant additional value. Furthermore, BASF and LetterOne envisage to list Wintershall DEA through an Initial Public Offering (IPO). The merger will lead to a more balanced regional footprint with even stronger operating companies. In 2017, pro-forma hydrocarbon production totaled 210 million barrels of oil equivalent (boe); this equals a production of around 575,000 boe per day. Through leveraging strategic partnerships and sharing technological expertise, Wintershall DEA will enhance its access to growth opportunities. Page 6 BASF Conference Call September 28, 2018 Creation of the leading European E&P Independent with international operations and significant scale: Wintershall DEA . A clear strategy for profitable growth based on solid project pipeline with access to high-potential acreage . Focus on core regions and activities with limited exploration risk . World-class partnerships in key countries . Success through operational excellence and technological expertise . Track record as cost-efficient operator with low reserve replacement costs and low production costs . High quality portfolio across the whole E&P lifecycle with strong free cash flow . Major operator in the non-cyclical European gas transportation business 4 September 2018 Page 7 BASF Conference Call September 28, 2018 [Chart 4: Creation of the leading European E&P Independent with international operations and significant scale: Wintershall DEA] Wintershall DEA has a clear strategy for profitable growth based on a solid project pipeline. As a mid-size E&P company, the joint venture will continue to focus its activities on core and development regions where Wintershall and DEA built up specific know-how. Exploration activities are near- and greenfield and operated with a limited exploration risk profile. The company will further strengthen its world-class partnerships in key countries and leverage operational excellence and technological expertise. Wintershall DEA will be one of the most cost-efficient operators with low reserve replacement costs and low production costs. The joint venture will also be a major operator in the non-cyclical European gas transportation business which provides earnings stability. And last but not least, Wintershall DEA has a superior growth portfolio across the whole E&P lifecycle and generates strong free cash flows. Page 8 BASF Conference Call September 28, 2018 Key elements of the definitive transaction agreement Existing shareholding structure . BASF’s oil and gas business is bundled in the Wintershall Group consisting of Wintershall Holding GmbH and its subsidiaries. 100% 100% LetterOne’s oil and gas business comprises DEA Deutsche Erdöl AG and its subsidiaries. Wintershall DEA Deutsche Holding GmbH Erdöl AG . LetterOne will contribute all its shares in DEA Deutsche Erdöl AG into Wintershall Holding GmbH against the issuance of new Post-merger shareholding structure shares to LetterOne. BASF will initially hold 67% and LetterOne 33% of Wintershall DEA’s ordinary shares reflecting the value of the respective E&P 67% (72.7%) 33% (27.3%) businesses of Wintershall and DEA. 5.7% Wintershall Holding, renamed: Wintershall DEA . To reflect the value of Wintershall’s gas transportation business, BASF will receive additional preference shares.* This will result in a total shareholding of BASF in Wintershall DEA of 72.7%. DEA Deutsche Ordinary shares Erdöl AG Preference shares* * Preference shares will be converted into ordinary shares in Wintershall DEA no later than 36 months after closing but in all cases before an IPO. Initially, it was intended to reflect the value of the gas transportation business through a mandatory convertible bond. 5 September 2018 Page 9 BASF Conference Call September 28, 2018 [Chart 5: Key elements of the definitive transaction agreement] To effect the merger, LetterOne will contribute all its shares in DEA Deutsche Erdöl AG into Wintershall Holding GmbH against the issuance of new shares of Wintershall to LetterOne. Wintershall will then be renamed Wintershall DEA. BASF will initially hold 67 percent and LetterOne 33 percent of Wintershall DEA’s ordinary shares reflecting the value of the respective exploration and production businesses of Wintershall and DEA. To reflect the value of Wintershall’s gas transportation business, BASF will receive additional preference shares following the closing resulting in a total shareholding of BASF in Wintershall DEA of 72.7 percent. No later than 36 months after closing but in all cases before an IPO, these preference shares will be converted into ordinary shares of Wintershall DEA. Initially, it was intended to reflect the value of the gas transportation business through a mandatory convertible bond. However, we now agreed to replace the bond with preference shares, which offer a higher degree of flexibility in terms of capital structuring. Closing of the transaction is expected in the first half of 2019, subject to approvals of merger control and foreign investment authorities as well as several mining authorities and the German Federal Network Agency. In the medium term, BASF and LetterOne envisage to list Wintershall DEA through an IPO. Page 10 BASF Conference Call September 28, 2018 Three-tier corporate governance structure of Wintershall DEA . Responsible for day-to-day operations and overall management in Management Board accordance with business plans and annual budget . Responsible for supervision of the Management Board Supervisory Board . Co-determination level of one third . Shareholders will coordinate their interests based on the framework Shareholders’ Committee of a shareholders’ agreement 6 September 2018 Page 11 BASF Conference Call September 28, 2018 [Chart 6:
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