110309 Korr Einladung HV 09 e - BASF · 68161 Mannheim, Germany. With this letter you will find the notice of the General Meeting which was published in the electronic Federal German

Invitationto the Annual Meeting

on April 30, 2009

BASF SE

Annual Meeting of BASF SE on April 30, 2009

110309_Korr_Einladung_HV_09_e.indd 1110309_Korr_Einladung_HV_09_e.indd 1 11.03.2009 18:48:46 Uhr11.03.2009 18:48:46 Uhr

2

March 18, 2009

Dear Shareholders!

Please accept our cordial invitation to this year’s General

Meeting of BASF SE on Thursday, April 30, 10:00 a.m.,

at the Congress Center Rosengarten, Rosengartenplatz 2,

68161 Mannheim, Germany.

With this letter you will find the notice of the General

Meeting which was published in the electronic Federal

German Gazette with the detailed Agenda of the General

Meeting required by law and a report by the Board of

Executive Directors.

We would like to provide the following supplementary information on Items 2 and 6 to 9 of the Agenda:

In 2008, we bought back a total of 37,891,306 shares

using the buyback authorizations granted by the General

Meeting. Of these shares, 33,241,433 shares have been

redeemed. In 2008, we also redeemed 24,600,000 shares

that had already been bought back in 2007.

The company’s share capital has been reduced by a total

of € 74,037,034.24 by these measures.

At this year’s General Meeting, the shareholder representa-

tives on the Supervisory Board have to be reappointed

according to Article 10, No. 2, of the Statutes. The Super-

visory Board’s nominations are to be found under Item 6

of the Agenda. Messrs Prof. Dr. Strube and Dr. von Heyde-

breck are not available for reappointment. The Supervisory

Board proposes the following persons for election onto the

Supervisory Board in their place:

Stephen K Green,

Dr. h. c. Eggert Voscherau.

The other gentlemen who have been nominated for

election have been members of the Supervisory Board to

date. The six employee representatives on the Supervisory

Board are appointed by the employees in accordance with

the provisions of the agreement on the participation of the

employees of November 15, 2007.

In the event of his election to the Supervisory Board, the

Supervisory Board proposes Dr. h. c. Voscherau as candi-

date for the chairmanship of the Supervisory Board.

Regarding Item 7 of the Agenda, we refer to the detailed

report that is printed at the end of the notice of the General

Meeting.

Under Item 8 of the Agenda, amendments of Article 10 of

the Statutes are proposed. In connection with the change

of form of BASF Aktiengesellschaft to an SE, the members

of the Supervisory Board of BASF SE to be elected by the

shareholders for the first time were also appointed. The

appointment was effected through the adoption of the

resolution on the Statutes of BASF SE, with the result that

the representatives of the shareholders in the first Super-

visory Board of BASF SE were listed by name in Article 10,

No. 2, of the Statutes. This provision in the Statutes

becomes obsolete in connection with the reappointment of

the members of the Supervisory Board according to Item 6

of the Agenda.

The representatives of the shareholders and the employ-

ees on the first Supervisory Board of BASF SE became

members of the Supervisory Board when the change of

form of BASF Aktiengesellschaft to an SE came into effect

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.


3

Attendance and proxies

We have a particular interest again this year in our

shareholders exercising their rights to vote at the General

Meeting and safeguarding their rights in coadministering

the company.

Shareholders who do not attend the General Meeting in

person can exercise their voting rights – as usual – either

through a proxy of their choice with authorization in writing

or by telefax (for example through a bank or an association

of shareholders) or by issuing (in writing, per telefax or electronically via the Internet) a power of attorney to

proxies appointed by our company. In the latter case,

the power of attorney must contain instructions on the

exercise of the voting right.

Authorizing proxies of our company can be of interest to

you particularly if your depository bank refuses to exercise

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

in the enclosed leaflet entitled “Information on attend-ing the General Meeting and on proxies”.

A short report (BASF in Brief) on the financial year 2008 is

enclosed. BASF in Brief also contains the key financial

data. Once again we are not sending the Financial State-

ments of BASF SE or the BASF Report 2008 with the

complete BASF Group Consolidated Financial Statements.

All these documents together with all other information

about the General Meeting can be viewed on the Internet

under http://www.basf.com via the “General Meeting” link

or will be sent to any shareholder on request. For this pur-

pose, please contact the address specified in the notice

of the General Meeting.

Very truly yours

BASF SE

Hambrecht Bock


4

We hereby give notice of this year’s

Annual Meeting

of BASF SE

on Thursday, April 30, 2009, 10:00 a.m., at the Congress

Center Rosengarten, Rosengartenplatz 2,

68161 Mannheim, Germany.

Agenda

1. Presentation of the Financial Statements of BASF SE

and the BASF Group for the financial year 2008; pre-

sentation of Management’s Analyses of BASF SE and

the BASF Group for the financial year 2008 including

the explanatory reports on the data according to

Section 289 (4) and Section 315 (4) of the German

Commercial Code; presentation of the Report of the

Supervisory Board

2. Adoption of a resolution on the appropriation of profit

The Board of Executive Directors and the Supervisory

Board propose to pay a dividend of € 1.95 per qualifying

share from the profit retained by BASF SE in the financial

year 2008 in the amount of € 4,159,546,919.88. If the

shareholders approve this proposal, a total dividend of

€ 1,791,033,453.30 will be payable on the 918,478,694

qualifying shares as of the date of approval of the Financial

Statements for the financial year 2008 (February 24, 2009).


Board propose that the remaining profit retained of

€ 2,368,513,466.58 should be allocated to the retained

income.

3. Adoption of a resolution giving formal approval to the

actions of the members of the Supervisory Board


Board propose that formal approval be given to the mem-

bers of the Supervisory Board of BASF Aktiengesellschaft

and to the members of the Supervisory Board of BASF SE,

who were in office in the financial year 2008, for this period.

4. Adoption of a resolution giving formal approval to the

actions of the members of the Board of Executive

Directors

The Supervisory Board and the Board of Executive

Directors propose that formal approval be given to the

members of the Board of Executive Directors of BASF

Aktiengesellschaft and to the members of the Board of

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

The Supervisory Board proposes that KPMG AG

Wirtschaftsprüfungsgesellschaft, Frankfurt, be elected

auditor of the Financial Statements and the Group Conso-

lidated Financial Statements of BASF SE for the financial

year 2009.

6. Appointment of the members of the Supervisory Board

The term of office of the current members of the Super-

visory Board ends upon the conclusion of the General

Meeting on April 30, 2009. According to Article 10, No. 1,

of the Statutes, the Supervisory Board comprises twelve

members, six members of which were elected by the

General Meeting. The six employee representatives on the

Supervisory Board are appointed by the employees in

accordance with the provisions of the agreement on the

participation of the employees of November 15, 2007.

On the basis of the recommendation of the Nomination

Committee of the Supervisory Board, the Supervisory

Board proposes the following six persons to be appointed

to the Supervisory Board as representatives of the share-

holders:

Prof. Dr. François Diederich, Zurich/Switzerland,

Professor at the Eidgenössische Hochschule Zurich

Michael Diekmann, Munich,

Chairman of the Board of Directors of Allianz SE

Franz Fehrenbach, Stuttgart,

Chairman of the Board of Directors of Robert Bosch GmbH

Stephen K Green, London,

Group Chairman of HSBC Holdings plc

Max Dietrich Kley, Heidelberg,

Attorney-at-Law

Dr. h. c. Eggert Voscherau, Wachenheim,

Merchant.


5

In the event of his election to the Supervisory Board, the

Supervisory Board proposes Dr. h. c. Eggert Voscherau as

candidate for the chairmanship of the Supervisory Board.

7. Adoption of a resolution on the removal of existing and

the creation of new authorized capital and amendment

of the Statutes


Board propose that the following resolutions should be

adopted:

a) The authorization granted to the Board of Executive

Directors by the General Meeting on April 29, 2004, to

increase, with the consent of the Supervisory Board,

until May 1, 2009, on a one-off basis or in portions on

a number of occasions, the company’s subscribed

capital by up to € 500,000,000.00 by issuing new

shares against contributions in cash or in kind (autho-

rized capital), is revoked.

b) The Board of Executive Directors is authorized, with

the consent of the Supervisory Board, to increase until

April 30, 2014, on a one-off basis or in portions on a

number of occasions, the company’s subscribed capi-

tal by a total of up to € 500,000,000.00 by issuing new

shares against contributions in cash or in kind (autho-

rized capital). The new shares can be taken over by

a bank appointed by the Board of Executive Directors

with instructions to offer them to the shareholders

(indirect subscription right).

c) The Board of Executive Directors is authorized, with

the consent of the Supervisory Board, to exclude the

statutory subscription right of the shareholders,

(a) in order to acquire companies, parts of companies

or holdings in companies in return for the transfer

of shares in appropriate individual cases,

(b) as far as this is necessary to prevent dilution in

order to grant the owners of option certificates and

the creditors of convertible bonds that are issued

by the company or its affiliates in connection with

an authorization granted to the Board of Executive

Directors by the General Meeting a subscription

right to the extent that this would be due to them

after exercising the option or conversion right or

after fulfilling conversion obligations, and

(c) in order to use any residual amounts.

In the case of capital increases in return for cash contribu-

tions, the Board of Executive Directors is also authorized

to exclude the statutory subscription right of shareholders,

if the issue price of the new shares is not substantially

lower than the stock market price and the total number of

shares issued under this authorization is not more than ten

percent of the subscribed capital on the date of issue.

(d) Article 5, No. 8, of the Statutes is worded as follows:

„The Board of Executive Directors is authorized, with

the consent of the Supervisory Board, to increase until

April 30, 2014, on a one-off basis or in portions on

a number of occasions, the company’s subscribed

capital by a total of up to € 500,000,000.00 by issuing

new shares against contributions in cash or in kind

(authorized capital). The new shares may be taken

over by a bank appointed by the Board of Executive

Directors with instructions to offer them to the share-

holders (indirect subscription right).

The Board of Executive Directors is authorized, with

the consent of the Supervisory Board, to exclude the

statutory subscription right of the shareholders,

(a) in order to acquire companies, parts of companies

or holdings in companies in return for the transfer

of shares in appropriate individual cases,

(b) as far as this is necessary to prevent dilution in

order to grant the owners of option certificates and

the creditors of convertible bonds that are issued

by the company or its affiliates in connection with

an authorization granted to the Board of Executive

Directors by the General Meeting a subscription

right to the extent that this would be due to them

after exercising the option or conversion right or

after fulfilling conversion obligations, and

(c) in order to use any residual amounts.

In the case of capital increases in return for cash con-

tributions, the Board of Executive Directors is autho-

rized to exclude the statutory subscription right of

shareholders, if the issue price of the new shares is not

substantially lower than the stock market price and the

total number of shares issued under this authorization

is not more than ten percent of the subscribed capital

on the date of issue.“


6

8. Adoption of a resolution on the amendment of Article 10,

No. 2 and No. 3, of the Statutes


Board propose the adoption of the following resolution:

a) Article 10, No. 2, of the Statutes is canceled. The

numbering of the following numbers is adjusted

accordingly.

b) In Article 10, No. 3, of the Statutes, the words

“Subject to No. 2” are deleted. Article 10, No. 3,

(after renumbering of No. 2) is accordingly

reworded as follows:

“The members of the Supervisory Board are

appointed for a term until the conclusion of the General

Meeting resolving on the discharge of the Supervisory

Board for the fourth financial year after the term of

office commenced, with the financial year in which the

term of office commences not being taken into

account, however, for no longer than a period of six

years. Reappointments are permissible.”

9. Remuneration of the first Supervisory Board of BASF SE


Board propose the adoption of the following resolution:

The members of the first Supervisory Board of BASF

SE shall receive a remuneration in accordance with the

provision in Article 14 of the Statutes for their duties in

the first Supervisory Board of BASF SE. In the event that

a member of the first Supervisory Board of BASF SE

receives a remuneration for his duties on the Supervisory

Board of BASF Aktiengesellschaft in the financial year

2008, this remuneration shall be credited against the remu-

neration to be granted according to sentence 1.

Attendance at the General Meeting

Shareholders who have registered in writing, by telefax

or in text form prior to the General Meeting shall be entitled

to attend the General Meeting and to exercise their right to

vote. The registration must be received by the registration

office specified below not later than the end of April 23,

2009. Evidence must be provided of the authorization to

attend the General Meeting and to exercise one’s voting

right, for example by confirmation by the depository insti-

tute. The evidence must be provided in writing, by telefax

or in text form. The evidence must be in German or English.

It must refer to the beginning of April 9, 2009, and must be

received by the registration office specified below not later

than April 23, 2009.

The address of the registration office specified above is:

BASF SE

c/o Deutsche Bank AG

– General Meetings –

Postfach 20 01 07

60605 Frankfurt/Main

Telefax: +49 69 12012-86045

E-Mail: [email protected]

Shareholders who do not attend the General Meeting

in person can exercise their voting rights either through

a proxy of their choice with authorization in writing or by

telefax (for example through a bank or an association of

shareholders) or by issuing (in writing, per telefax or elec-

tronically via the Internet) a power of attorney to proxies

appointed by our company. In the latter case, the power

of attorney must contain instructions on the exercise of

the voting right.

A copy of the Financial Statements of BASF SE, the BASF

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


7

The reports mentioned above have been published

with further documents on the 2009 General Meeting on

the Internet under http://www.basf.com via the “General

Meeting” link and may be viewed there.

Shareholders’ motions to be made available in accordance

with German Stock Corporation Act will be published by

us on the Internet under http://www.basf.com via the

“General Meeting” link, if they are received at the following

address not later than two weeks before the date of the

General Meeting:

BASF SE

Zentralabteilung Recht, ZRR - D 100

67056 Ludwigshafen

Germany

Telefax: +49 621 60-6641475

or +49 621 60-6645002

At the time of this notice of the General Meeting,

918,478,694 shares of the company of the total

923,128,567 shares issued entitle the owners to attend

and vote.

Report of the Board of Executive Directors to theGeneral Meeting on April 30, 2009

In respect of Item 7 of the Agenda, the Board of

Executive Directors submits in accordance with Article 9

of the Council Regulation on the Statute for a European

Company in combination with Section 203 (2), sentence 2,

in combination with Section 186 (4), sentence 2, of the

German Stock Corporation Act

Report on the exclusion of the subscription right

The General Meeting on April 29, 2004, authorized the

Board of Executive Directors to increase, with the consent

of the Supervisory Board, until April 30, 2009, the compa-

ny’s subscribed capital by up to € 500,000,000.00 by

issuing new shares against contributions in cash or in kind

(authorized capital). The possibility of excluding the share-

holders’ statutory subscription right in the case of capital

increases from this authorized capital is restricted to four

strictly limited cases. The company has not made use of

the authorized capital to date. The Board of Executive

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


8

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.


9

Data according to Article 9 of the Council Regulation on the Statute for a European Company in combination with Section 125 (1) of the German Stock Corporation Act on the Supervisory Board candidates proposed for election under Item 6 of the Agenda:

Prof. Dr. François Diederich

Michael Diekmann

Memberships in supervisory boards to be formed by law:

Linde AG (Vice Chairman of the Supervisory Board)

Siemens AG (Member of the Board of Directors)

Group-internal offices in the sense of Section 100 (2) of the German Stock Exchange Act:

Allianz Deutschland AG (Chairman of the Supervisory

Board)

Allianz Global Investors AG (Chairman of the Super-

visory Board)

Memberships in comparable German and foreign control bodies:

Assurances Générales de France (Member of the

Administrative Council)

Allianz S.p.A., Italy (Member of the Administrative

Council)

Franz Fehrenbach


Robert Bosch Corporation, USA (Member of the Board

Directors)

Stephen K Green


HSBC Bank plc, Great Britain (Chairman of the Board

of Directors)

HSBC Private Banking Holdings (Suisse) SA (Chairman

of the Administrative Board)

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)

Max Dietrich Kley


HeidelbergCement AG (Member of the Supervisory

Board)

Infineon Technologies AG (Chairman of the Supervisory

Board)

Schott AG (Member of the Supervisory Board)

SGL Carbon AG (Chairman of the Supervisory Board)


Unicredito Italiano S.p.A. (Member of the Board of

Directors)

Dr. h. c. Eggert Voscherau


Carl-Zeiss AG (Chairman of the Supervisory Board)

CropEnergies AG (Chairman of the Supervisory Board)

(until July 2009)

HDI Haftpflichtverband der Deutschen Industrie VVaG

(Member of the Supervisory Board) (until July 2009)

Schott AG (Chairman of the Supervisory Board)

Talanx AG (Member of the Supervisory Board) (until

July 2009)


Nord Stream AG, Switzerland (Member of the Supervi-

sory Board) (until April 2009)

ZEW, Zentrum für Europäische Wirtschaftsforschung

GmbH, Mannheim (Member of the Supervisory Board)

Ludwigshafen/Rhine, March 18, 2009

BASF SE

The Board of Executive Directors


10


11


ZO

AC

0905 E

Publisher:

BASF SE

67056 Ludwigshafen

Germany

You can find HTML versions of this and other

publications from BASF on our homepage at www.basf.com

You can also order the reports

• by telephone: + 49 621 60-91827

• on the internet: basf.com/mediaorders


Documents

110309 Korr Einladung HV 09 e - BASF · 68161 Mannheim, Germany. With this letter you will find the notice of the General Meeting which was published in the electronic Federal German