Chapter II

Article 5: Subscribed Capital and Shares

1. The subscribed capital of the Company amounts to Euro 1,210,918,400.00 (in words: Euro one thousand two hundred ten million nine hundred eighteen thousand four hundred).
2. The subscribed 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 subscribed capital of the Company is divided into 946,030,000 shares.
4. The shares shall be made out to the bearer. 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 until May 1, 2009, on a one-off basis or in portions on a number of occasions, the Company's subscribed capital by a total of up to Euro 500,000,000.00 by issuing new shares against contributions in cash or in kind, however, by no more than up to the amount in which the authorized capital pursuant to Art. 3 No. 7 of the articles of association of BASF Aktiengesellschaft is still existent at the point in time when BASF Aktiengesellschaft is converted into a European Company (SE) in accordance with the conversion plan dated February 27, 2007 (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 shareholders (indirect subscription right).
   
   The Board of Executive Directors is authorized to issue up to 15,000,000 of these new shares to employees of the Company and of companies affiliated with the Company. To this extent, the statutory subscription right of shareholders is excluded.
   
   The Board of Executive Directors is further authorized, with the consent of the Supervisory Board, to exclude the statutory subscription right of the shareholders,
   1. in order 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 and the creditors of convertible bonds which are issued by the Company or its affiliates in connection with an authorization granted to the Board of Executive Directors by the General Meeting of Shareholders or to grant subscription rights to the holders of option rights issued in connection with share option programs for senior executives submitted to the general meetings on April 29, 1999 and April 26, 2001 to the extent that this would be due to them after exercising the option or conversion right or after fulfilling conversion obligations, and
   3. in order to use any residual amounts.
   In the case of capital increases in return for cash contributions, 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 10 percent of the subscribed capital on the date of issue.