BASF : Statutes BASF SE as of May 2025

Translation for convenience - Only the original German version is authoritative and binding.

Statutes BASF SE as of May 2025

Chapter I General Provisions

Article 1 Legal Form, Name and Registered Office

1. The Company is a European Company with the name BASF SE.

2. Its registered office is situated in Ludwigshafen am Rhein, Germany.

Article 2 Purpose of the Company

1. The purpose of the Company is to engage in the following areas of activity:

   • chemistry and related areas,

   • agriculture and nutrition,

   • extraction and production of and dealing in oil, natural gas, mineral oil products and energies,

   • development and production of and dealing in products and the provision of services in the area of environmental technology,

     as well as the carrying out of any other activities incidental to the activity in said areas or conducive to promoting the same.

2. The Company is authorized to establish branches both in Germany and abroad, and to establish and acquire business undertakings the purposes of which are consistent with, related to or conducive to promoting the ones stipulated in No. 1, both in Germany and abroad, or to acquire interests therein.

Article 3 Financial Year

The financial year corresponds to the calendar year.

Article 4 Announcements and Transmission of Information Announcements by the Company shall be made in the electronic German Federal Gazette. The company is authorized to transmit information to shareholders also by telecommunication.

Chapter II Share Capital and Shares

Article 5 Share Capital and Shares

1. The share capital of the Company amounts to Euro 1,142,428,369.92 (in words: Euro one thousand one hundred forty-two million four hundred twenty-eight thousand three hundred sixty-nine and ninety-two Eurocent).

2. The share capital of the Company was provided by way of conversion of BASF Aktiengesellschaft into a European Company (SE).

3. The shares of the Company are no-par value shares. The share capital of the Company is divided into 892,522,164 shares.

4. The shares are registered shares. Provided that no resolution to the contrary is passed, this provision shall also apply to the new shares in the case of capital increases.

5. The Company may evidence shares by individual or collective certificates. The form and content of the share certificates and of the dividend coupons and talons shall be determined by the Board of Executive Directors, with the consent of the Supervisory Board.

6. The shareholder's right to certificated evidence of his holdings is excluded, unless certification is required under the rules applicable at a stock exchange where the shares are admitted.

7. In the event of a capital increase, participation in profits of the new shares may be determined in deviation from Section 60 of the German Stock Corporation Act.

8. The Board of Executive Directors is authorized, with the consent of the Supervisory Board, to increase, up to April 24, 2029, on a one-off basis or in portions on a number of occasions, the company's subscribed capital by a total of up to €300,000,000 by issuing new registered shares with no par value against contributions in cash or in kind (Authorized Capital 2024).

   In principle, shareholders are entitled to a subscription right. 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). However, the Board of Executive Directors is authorized, with the consent of the Supervisory Board, to exclude the subscription right of the shareholders, in particular in the following cases:

   1. in the event of capital increases against contributions in kind to acquire companies, parts of companies, or holdings in companies, in return for the transfer of shares in appropriate individual cases,

   2. as far as this is necessary to prevent dilution in order to grant the owners of option certificates or 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 Annual Shareholders' 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,

   3. to utilize any fractional amounts resulting from the subscription ratio, and

   4. if the issue price of the new shares in the case of capital increases against contributions in cash is not substantially lower than the stock market price of the already listed company shares and the total number of shares issued under this authorization is not more than ten percent of the share capital either at the time of the authorization coming into effect or - if this value is lower - at the time that the present authorization is exercised. The proportionate amount of the share capital of those shares that are issued or sold during the term of this authorization in direct or analogous application of Section 186 (3) sentence 4 of the German Stock Corporation Act, must be credited against the aforementioned ceiling of ten percent, as well as against shares that are to be issued or granted on the basis of convertible or option bonds granted during the term of this authorization under the exclusion of the subscription right according to Section 186 (3) sentence 4 of the German Stock Corporation Act.

      The total shares issued on the basis of the above authorization with the exclusion of the shareholders' subscription right in the case of capital increases against contributions in cash or in kind must not exceed ten percent of the share capital at the time that this authorization comes into effect or - if this value is lower - at the time of its exercise. The shares that were issued during the term of this authorization based on other capital measures with the exclusion of shareholders' subscription rights shall be credited against this maximumamount of ten percent. The Board of Executive Directors is authorized, with the consent of the Supervisory Board, to lay down the further contents of the share rights and the details of the execution of the capital increase.

      The Supervisory Board is authorized to adapt the wording of Article 5 of the Statutes in accordance with the particular utilization of the Authorized Capital 2024 and, if the Authorized Capital 2024

      has not or not completely been utilized by April 24, 2029, after the expiry of the authorization.

9. The share capital is increased conditionally by up to

€ 117,565,184 by issuing a maximum of 91,847,800 new shares. The conditional capital increase shall only be carried out to the extent to which holders of convertible bonds or warrants attached to bonds with warrants issued by the Company or one of its subsidiaries up to April 28, 2027 under the authorization granted to the Board of Executive Directors by the Annual Shareholders' Meeting of April 29, 2022 exercise their conversion or option rights, or - if they have conversion or exercise obligations - to the extent they fulfill their obligations to convert or exercise options, and provided that no other forms of fulfillment of delivery are used. The new shares shall be issued at the conversion or option prices determined in each case in the terms and conditions of the debt instruments and/or the warrants in accordance with the abovementioned authorization ("Conditional Capital 2022"). The shares issued under this authorization shall participate in profits from the beginning of the financial year in which they are issued. The Board of Executive Directors is authorized, with the approval of the Supervisory Board, to determine the further details of the implementation of the conditional capital increase.