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BASF and Letterone Sign Agreement to Merge Wintershall and DEA Dr 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 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 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 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 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 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 Focused activities along the whole value chain Upstream Midstream Exploration – Development – Production Transportation Growing profitably Contributing 1 with E&P activities 2 stable earnings 7 September 2018 Strong financial and operational performance Combined KPIs (pro-forma) of Wintershall DEA Sales 2017 EBITDA 2017 1P reserves** Production 2017*** DEA 31% DEA 27% DEA 23% DEA 22% €4.7 €2.8 2.2 210 billion billion billion million boe boe Wintershall 69%* Wintershall 73%* Wintershall 77% Wintershall 78% * Including the gas transportation business ** As of December 31, 2017 *** Thereof: 67% gas, 33% liquids 8 September 2018 Geographically diversified footprint with significant growth potential in core regions Combined share of production and 1P reserves Norway by region, end of 2017 (pro-forma) Denmark U.K. Germany Netherlands Europe Russia . 1P reserves: 30% 1P reserves: 52% Algeria Production: 35% Libya Egypt Production: 43% North Africa Mexico Middle East 1P reserves: 11% Production: 10% Latin America 1P reserves: 7% Production: 12% Brazil Core region Development region Argentina Wintershall production activities DEA production activities 9 September 2018 Leading position of Wintershall DEA in core regions Largest independent producer in North West Europe 2018E Largest international producer in Russia* 2018E kboe/d kboe/d * Based on directly owned assets 250 250 200 200 150 150 100 100 50 50 0 0 Wintershall Shell ONGC OMV ExxonMobil Mitsui & Co Sinopec Mitsubishi Oil India Exillon Wintershall Chrysaor Centrica INEOS Engie Chevron OMV Apache EnQuest AKER DEA Group Corporation Energy DEA Largest independent producer in Argentina 2018E Among Top 5 international producers in North Africa** 2018E kboe/d kboe/d ** Excl. NOCs 80 800 60 600 40 400 20 200 0 Wintershall Bridas Pampa Techint Pluspetrol CNOOC Sinopec DowDuPont Capsa Corporacion DEA Energy Energia Group America 0 Holdings Eni BP Apache Wintershall Shell Sinopec Repsol Total Equinor Gazprom DEA Group Source: Wood Mackenzie UDT. Note: North West Europe consists of production in UK, Germany, Norway, Denmark, the Netherlands; North Africa consists of production in Egypt, Algeria and Libya 10 September 2018 Balanced portfolio across the whole E&P lifecycle Exploration Development Production Europe . Norway: ~22,000 km² exploration . Norway: Asta Hansteen, Nova, Dvalin, . Norway: Njord area, Skarv, Vega, acreage with 50 licenses Snorre Gjøa, Maria, Edvard Grieg, Brage . NL/DK/UK: ~5,500 km² offshore . Germany: Mittelplate, Emlichheim, exploration acreage with 35 licenses Völkersen . Yuzhno Russkoye, additional layers . Russia Yuzhno Russkoye Turonian Yuzhno Russkoye Cenomanian . Achimov blocks 4 and 5 . Achimgaz . Wolgodeminoil North Africa/ . Libya: Exploration wells in the . Egypt: Giza, Fayoum and Raven in . Egypt: West Nile Delta, Disouq, Cyrenaica Plateau, Sirte Basin West Nile Delta Golf of Suez Middle East . Abu Dhabi: Appraisal of the . Algeria: Reggane Nord development phase III . Algeria: Reggane Nord gas/condensate field Shuwaihat . Libya: Concessions NC193 and NC195 . Libya: Al Jurf C137, C96/97 Latin America . Argentina: Exploration Mendoza CN-V . Argentina: Cuenca Marina Austral 1 follow-up . Argentina: Cuenca Marina Austral 1 . Brazil: Seven offshore exploration projects (Fenix, Leo) and significant growth (Canadon-Alfa, Carina-Aries, Vega licenses potential in Vaca Muerta shale play Pleyade), Aguada Pichana . Mexico: Four exploration licenses . Mexico: Ogarrio oil field shallow water Gulf of Mexico 11 September 2018 Well-positioned to further grow production Wintershall DEA production growth (pro-forma) Wintershall DEA production growth vs. international peers Production CAGR 2017-2023 kboe/day DEA 1,000 Wintershall DEA 750-800 Wintershall 800 600 ~575 ~425 400 200 0 2010* 2017 2021-2023 0% 3% 5% 8% 10% 13% 15% Wintershall DEA Wintershall DEA * Restated: 51% Libya onshore, incl. 50% Achimgaz Source: Wood Mackenzie, Wintershall 12 September 2018 Competitive cost position supported by high reserve replacement ratio Production costs* Reserve replacement ratio US$/boe; five-year average 2013-2017 %; five-year average 2013-2017 147% 12.4 Wintershall 8.0 Wintershall DEA 8.6 DEA** 224% DEA** 11.1 Wintershall DEA 189% Wintershall 171% 0 5 10 15 20 0% 50% 100% 150% 200% 250% Peers Average peers * Production costs include also transportation expenses and production relevant taxes; ** DEA figures only available for the last 3 years; Source: IHS, own calculation. Peer group represents an average of the E&P industry 13 September 2018 Merger offers synergy potential of at least €200 million per year* . Portfolio upgrading through combining businesses and active portfolio management - Focus on most profitable assets and most promising discoveries - Cash flow and capital expenditure optimization . Cost synergies through joint procurement, exploration and R&D . Combination of operating companies in Germany and Norway . Combination of corporate functions * As of the third year following the closing of the transaction 14 September 2018 Pipeline network connecting major European distribution hubs with stable earnings contribution . Major operator in the non-cyclical European gas transportation business - Germany as distribution hub for Europe; direct connections to European hubs - GASCADE is number two in the German market with
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