BASF : First Supplement to the Base Prospectus 2024

First Supplement dated May 13, 2025

to the Debt Issuance Program Prospectus dated November 14, 2024

This document constitutes a supplement (the "First Supplement") within the meaning of Article 23(1) of Regulation (EU) 2017/1129 of the European Parliament and the Council of June 14, 2017, as amended (the "Prospectus Regulation") to two base prospectuses: (i) the base prospectus of BASF SE in respect of non-equity securities within the meaning of Art. 2(c) of the Prospectus Regulation ("Non-Equity Securities") and

(ii) the base prospectus of BASF Finance Europe N.V. in respect of Non-Equity Securities (together, the "Debt Issuance Program Prospectus" or the "Prospectus").

This First Supplement is supplemental to and must be read in conjunction with the Prospectus dated November 14, 2024. Therefore, with respect to future issues of Notes under the Program of the Issuers (as defined below), references in the Final Terms to the Prospectus are to be read as references to the Prospectus as supplemented by this First Supplement.

BASF SE

(Ludwigshafen am Rhein, Federal Republic of Germany)

as Issuer and, in respect of Notes issued by BASF Finance Europe N.V., as Guarantor

BASF Finance Europe N.V.

(Arnhem, The Netherlands) as Issuer

EUR 20,000,000,000

Debt Issuance Program

(the "Program")

The Issuers (as defined below) have requested the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg (the "CSSF") in its capacity as competent authority under the Prospectus Regulation and the Luxembourg act relating to prospectuses for securities dated July 16, 2019 (Loi du 16 juillet 2019 relative aux prospectus pour valeurs mobilières et portant mise en œuvre du règlement (UE) 2017/1129, as amended - the "Luxembourg Law") to approve this First Supplement and to provide the competent authorities in the Federal Republic of Germany ("Germany"), the Republic of Austria, the Republic of Ireland and The Netherlands with a certificate of approval attesting that the First Supplement has been drawn up in accordance with the Prospectus Regulation (each a "Notification"). The Issuers may request the CSSF to provide competent authorities in additional host Member States within the European Economic Area with a Notification.

This First Supplement has been approved by the CSSF, has been filed with said authority and will be published in electronic form on the website of the Luxembourg Stock Exchange (https://www.luxse.com) and on the website of BASF Group (https://www.basf.com), respectively.

BASF SE ("BASF" or the "Guarantor", together with its consolidated group companies, the "BASF Group") with its registered office in Ludwigshafen am Rhein, Germany and BASF Finance Europe N.V. ("BASF Finance") with its registered office in Arnhem, The Netherlands (herein each also called an "Issuer" and together the "Issuers") are solely responsible for the information given in this First Supplement.

Each Issuer hereby declares that to the best of its knowledge the information contained in this First Supplement for which it is responsible is, to the best of its knowledge, in accordance with the facts and that this First Supplement makes no omission likely to affect its import.

Terms defined or otherwise attributed meanings in the Prospectus have the same meaning in this First Supplement.

This First Supplement should only be distributed in connection with the Prospectus. It should only be read in conjunction with the Prospectus.

To the extent that there is any inconsistency between any statement in this First Supplement and any other statement in or incorporated by reference into the Prospectus, the statements in this First Supplement will prevail.

Save as disclosed in this First Supplement, there has been no other significant new factor, material mistake or material inaccuracy relating to information included in the Prospectus which is capable of affecting the assessment of Notes issued under the Program since the publication of the Prospectus.

Each Issuer has confirmed to the Dealers that the Prospectus as supplemented by this First Supplement contains all information with regard to the Issuers and the Notes which is material in the context of the Program and the issue and offering of Notes thereunder, the information contained therein with respect to the Issuers and the Notes is accurate in all material respects and is not misleading, the opinions and intentions expressed therein with respect to the Issuers and the Notes are honestly held, there are no other facts with respect to the Issuers or the Notes the omission of which would make the Prospectus as supplemented by this First Supplement misleading in any material respect, and that all reasonable enquiries have been made to ascertain all facts and to verify the accuracy of all statements contained therein.

No person has been authorised to give any information which is not contained in, or not consistent with, the Prospectus as supplemented by this First Supplement or any other document entered into in relation to the Program or any information supplied by any Issuer or such other information as in the public domain and, if given or made, such information must not be relied upon as having been authorised by or on behalf of the Issuers, the Dealers or any of them.

To the extent permitted by the laws of any relevant jurisdiction, neither the Arranger nor any Dealer nor any other person mentioned in the Prospectus as supplemented by this First Supplement, excluding the Issuers, is responsible for the information contained in the Prospectus as supplemented by this First Supplement or any Final Terms or any other document incorporated therein by reference, and accordingly, and to the extent permitted by the laws of any relevant jurisdiction, none of these persons accepts any responsibility for the accuracy and completeness of the information contained in any of these documents.

In accordance with Article 23(2) of the Prospectus Regulation, investors who have already agreed to purchase or subscribe for Notes before this First Supplement was published and where the Notes had not yet been delivered to the investors at the time when the significant new factor, material mistake or material inaccuracy arose or was noted have the right, exercisable within three working days after the publication of this First Supplement, to withdraw their acceptances. The final date of the right of withdrawal will be 16 May 2025. Investors should contact the relevant Issuer at the address specified on the last page of this First Supplement for the exercise of the right of withdrawal.

The purpose of this First Supplement is to update the risk factors section included in the Prospectus as well as the description of the Issuers due to the publication of the unaudited consolidated financial data of BASF Group for the three-month period ended on March 31, 2025 and the audited financial statements of BASF Finance for the fiscal year ended on December 31, 2024 and further due to the occurrence of certain developments and recent events with regard to BASF Group and their outlook for the 2025 business year.

SUPPLEMENTAL AND REPLACEMENT INFORMATION

1. Replacement and supplemental information pertaining to RISK FACTORS

   1. The section "RISK FACTORS REGARDING BASF SE AND BASF GROUP - Risks related to the issuer's and guarantor's business activities and industry - Market growth risks" on p. 10 to 11 of the Prospectus shall be replaced by the following:

      "Opportunities and risks arise from the development of BASF Group's sales markets. BASF also considers opportunities and risks caused by deviations in assumptions. Macroeconomic opportunities arise from an easing of geopolitical conflicts and the resulting increase in the supply of energy, industrial raw materials and other intermediate goods. Increases in energy prices caused, for example, by the wars in Ukraine and the Middle East, and the higher inflation rates resulting from this for manufacturer and consumer prices pose a risk to the economy. Additional macroeconomic risks result from the escalation of geopolitical conflicts and a further intensification of global trade conflicts, especially between the United States and its trading partners. BASF constantly monitors these risks and mitigates them as far as possible through its diversified customer and product portfolio. Weather-related influences can result in positive or negative effects on its business, particularly in the Agricultural Solutions segment. Compared with the previous year, BASF sees lower market growth opportunities.

      BASF assumes that growth in chemical production (excluding pharmaceuticals) will be slightly higher than that of global gross domestic product in the coming years. With its market-oriented and broad portfolio, which BASF will continue to strengthen in the years ahead, through investments in new production capacities, through their research and development activities and through targeted acquisitions, particularly in the core businesses, BASF wants to participate in this market growth. Should global economic growth see unexpected, considerable deceleration, for example, because of an ongoing weak period in individual emerging markets, protectionist tendencies or bottlenecks in the energy markets, the expected growth rates could prove too ambitious.

      Additional risks arise from geopolitical tensions and outright military conflicts, which could impact supply chains and reduce efficiency in the international allocation of resources. Moreover, the ambitions of global climate policy and its implementation will significantly impact the structure of demand from BASF's customer industries. This is shown by a comparison of climate policy scenarios that envisage limiting global warming to below two degrees Celsius with alternative scenarios that allow for more warming. In ambitious climate policy scenarios, the structure of demand changes due to the use of alternative energy sources and raw materials, high investment in resource-conserving technologies, and changing customer preferences. By contrast, macroeconomic growth rates typically vary little compared with scenarios with pathways with higher levels of warming.

      Fossil feedstocks and the production technologies and product segments based on fossil feedstocks will become less important. This requires further decarbonization of production processes and alternative sources of raw materials, as well as a corresponding willingness to pay on the part of customer industries, in order to remain competitive."

   2. The section "RISK FACTORS REGARDING BASF SE AND BASF GROUP - Risks related to the issuer's and guarantor's business activities and industry - Margin risks" on p. 11 of the Prospectus shall be replaced by the following:

      "The greatest opportunities and risks for the BASF Group primarily result from higher or lower margins in all segments, particularly the Chemicals and Agricultural Solutions segments. Further declining margins for a number of products and value chains could increase pressure on margins. Additional shortages of raw materials could have both a negative and positive impact on margins. This would have a corresponding effect on BASF's EBITDA. BASF counters margin risks with ongoing cost and price management as well as process optimization.

      The year's average oil price for Brent crude was $81 per barrel in 2024, compared with $82 per barrel in the previous year. For 2025, BASF anticipates an average oil price of $75 per barrel. Compared with the previous year, BASF sees higher margin opportunities."

   3. The section "RISK FACTORS REGARDING BASF SE AND BASF GROUP - Risks related to the issuer's and guarantor's business activities and industry - Purchasing and supply chain risks" on p. 12 of the Prospectus shall be replaced by the following:

      "Operational risks in procurement are a key topic for BASF, as they can impact the company's supply capability and therefore its competitiveness. Operational risks in procurement include disruptions and delays in the delivery of raw materials due to supplier insolvencies, quality concerns, extreme weather or geopolitical events, for example.

      Strategic risks in procurement are of great importance to BASF, as they can impact the company's long-term competitiveness and positioning. Strategic risks include structural changes on the global markets, climate change and political developments. Supply security for raw materials, energy and services is increasingly affected by trade disputes, protectionism, sanctions and geopolitical conflicts. To counter these risks, BASF relies on comprehensive risk assessment, a diversified supplier base, close cooperation with various strategic suppliers and continuous analysis of markets and trends.

      BASF also sees an expansion of the regulatory framework affecting the company and its suppliers (for example, the German Supply Chain Due Diligence Act, the EU Corporate Sustainability Due Diligence Directive and the EU Regulation on Deforestation-Free Products). Potential non-compliance by the company's suppliers may lead to a reduced supplier base."

   4. The section "RISK FACTORS REGARDING BASF SE AND BASF GROUP - Risks related to the issuer's and guarantor's business activities and industry - Competition risks" on p. 12 of the Prospectus shall be replaced by the following:

      "The market entry of new competitors and increased price pressure may lead to lower margins and volumes, particularly in the Agricultural Solutions and Industrial Solutions segments. BASF counters these risks through its margin management and other measures, such as the targeted promotion of innovations, for example in the area of sustainability. Compared with the previous year, BASF sees lower competitive risks.

      BASF expects competitors from Asia, North America and the Middle East in particular to gain increasing significance in the years ahead, especially as a result of advantageous raw materials and energy prices. Furthermore, BASF predicts that many producers in countries rich in raw materials will expand their value chains in specialty chemicals and consumer chemicals. In addition, the proliferation of large-scale digital marketplaces for chemicals could impact existing customer and supplier relationships.

      BASF expects a rise in customer demand for more sustainable solutions - for example, for products with a lower carbon footprint, made from recycled, circular or bio-based raw materials that are biodegradable, or for products with other measurable sustainability benefits. However, an increase in customer demand for sustainable solutions is also highly dependent on regulation that leads to a growing willingness to pay for low-

      emission solutions. Companies with a proven track record of providing more sustainable solutions will then be able to achieve stronger growth and higher profitability."

   5. The section "RISK FACTORS REGARDING BASF SE AND BASF GROUP - Risks related to the issuer's and guarantor's business activities and industry - Personnel risks" on p. 12 to 13 of the Prospectus shall be replaced by the following:

      "Due to BASF's worldwide compensation principles, the development of personnel expenses is partly dependent on the amount of variable compensation, which is linked to the company's success, among other factors. The correlation between variable compensation and the success of the company has the effect of minimizing risk. Another factor is the development of interest rates for discounting pension obligations. Furthermore, changes to the legal environment of a particular country can have an impact on the development of personnel expenses for the BASF Group. For countries in which BASF is active, the company therefore constantly monitors the relevant developments in order to identify potential risks at an early stage and enable suitable measures to be taken.

      BASF anticipates growing challenges in attracting and retaining qualified employees and leaders in the medium and long term. In combination with evolving competence profiles and demographic change, this may result in losing skills and knowledge within its workforce or not being able to develop them either sufficiently or at all. The macroeconomic situation, combined with structural adjustments at BASF, may unsettle employees and pose challenges in terms of employee retention and engagement."

   6. The section "RISK FACTORS REGARDING BASF SE AND BASF GROUP - Risks related to the issuer's and guarantor's business activities and industry - Risks arising from acquisitions/divestitures/cooperations" on p. 13 of the Prospectus shall be replaced by the following:

      "BASF wants to expand and refine its portfolio through value-adding acquisitions, especially in its core businesses. BASF will expand its regional presence in growth markets in a targeted manner and support its green transformation through sustainable business models. The evaluation of opportunities and risks plays a significant role during the assessment of acquisition targets. A detailed analysis and quantification is conducted as part of due diligence. Examples of risks include increased staff turnover, delayed realization of synergies, or the assumption of obligations that were not precisely quantifiable in advance. Opportunities could also arise, for example, from additional synergies. BASF is also continuing to develop its portfolio through carve-outs and divestitures. In this context, risks could arise as a result of potential warranty claims or other contractual obligations, such as long-term supply agreements."

   7. The section "RISK FACTORS REGARDING BASF SE AND BASF GROUP - Risks related to the issuer's and guarantor's business activities and industry - Information technology risks" on p. 13 of the Prospectus shall be replaced by the following:

"BASF employs a large number of IT systems. BASF uses technologies such as artificial intelligence, big data and the Internet of Things to develop new business models, corporate concepts and strategies and to respond appropriately to changing customer behaviour. The global cybersecurity team is tasked with protecting these IT systems and the data and business processes they handle. In a connected, ever evolving world, the challenge of protecting BASF against attackers is becoming increasingly difficult.

The threat environment has changed in recent years, as attackers have become better organized, use more sophisticated technology and have far more resources available. This development reflects the fact that a variety of vulnerabilities in software and hardware products constantly provide new incentives to develop malware, and anonymization technologies make it almost impossible to trace and punish attacks.

A successful attack can, for example, negatively affect asset reliability, delivery quality or the accuracy of BASF's financial reporting. Unauthorized access to sensitive data, such as personnel records or customer data, competition-related information or research results, can result in consequences under liability law or jeopardize BASF's competitive position. This could also cause monetary losses, a potential loss of reputation or even a loss of customers' and partners' confidence in the security of BASF's products and services.