Article 6 Corporate Bodies of the Company

A. Board of Executive Directors

Article 7: Composition

1. The members of the Board of Executive Directors shall be appointed and dismissed by the Supervisory Board. The Board of Executive Directors shall consist of at least two members. The Supervisory Board may stipulate a larger number of members.
2. The members of the Board of Executive Directors shall be appointed by the Supervisory Board for a maximum term of five years. Reappointments are permissible.
3. The Supervisory Board may appoint one member of the Board of Executive Directors as Chairman of the Board of Executive Directors and one or more members of the Board of Executive Directors as Vice Chairman.

Article 8: Quorum, Passing of Resolutions

1. The Board of Executive Directors shall constitute a quorum if all members of the Board of Executive Directors have been invited and at least half of its members participate in a meeting in person or by means of electronic media. Members of the Board of Executive Directors who are not present at the passing of a resolution may cast their vote in writing, by telephone, telefax or by means of electronic media.
2. Resolutions of the Board of Executive Directors shall be passed by simple majority of the votes of the members of the Board of Executive Directors participating in the passing of the resolution, unless a larger majority is stipulated by mandatory statutory law. In cases where resolutions are to be passed by a simple majority and there is an equality of votes, the Chairman shall have a casting vote.

Article 9: Representation

1. The Company shall be legally represented by two members of the Board of Executive Directors or by one member of the Board of Executive Directors together with a Prokurist.
2. The Board of Executive Directors may grant authority to represent the Company in legal transactions, in particular, in the form of a Prokura in accordance with the provisions of the German Commercial Code. Prokura should only be granted in the form of a joint power of attorney (Gesamtprokura) together with at least one other person.

B. Supervisory Board

Article 10: Composition, Election, Term of Office

1. The Supervisory Board shall comprise twelve members who are elected by the General Meeting. Of the twelve members, six members shall be elected upon proposals of the employees. The proposals for the election of the employee representatives are binding on the General Meeting. Apart from this, the General Meeting is not bound to proposals for the election. If an agreement regarding the participation of the employees concluded in accordance with the Act on the Participation of Employees in a European Company (SE-Beteiligungsgesetz - SEBG) stipulates a different appointment procedure for the employee representatives on the Supervisory Board, the employee representatives shall not be appointed by the General Meeting, but in accordance with the agreed appointment procedure.
2. The following persons are appointed as members of the first Supervisory Board with a term of office ending upon the conclusion of the General Meeting resolving on a formal discharge of the Supervisory Board for the financial year of the Company ending on December 31, 2008:
   • Prof. Dr. François N. Diederich, Zürich/Schweiz
     Professor at the Swiss Federal Institute of Technology Zurich (Eidgenössische Technische Hochschule Zürich)
   • Michael Diekmann, München
     Chairman of the management board of Allianz SE
   • Franz Fehrenbach, Stuttgart
     Chairman of the board of management of Robert Bosch GmbH
   • Dr. Tessen von Heydebreck, Frankfurt am Main
     Member of the board of management of Deutsche Bank AG
   • Max Dietrich Kley, Heidelberg
     Lawyer
   • Prof. Dr. Jürgen Strube, Mannheim
     Chairman of the Supervisory Board of BASF Aktiengesellschaft
   The other six members of the Supervisory Board are appointed upon proposals of the employees.
3. Subject to No. 2, the appointment of the members of the Supervisory Board is made for a term until the conclusion of the General Meeting resolving on the formal 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 for a period of six years. Reappointments are permissible.
4. A member of the Supervisory Board may, upon giving one month's notice in writing, resign from office at any time. Any member elected by the General Meeting may be removed from office prior to the end of the term for which he has been elected by a resolution of the General Meeting.
5. Elections of substitutes for retired members who are not replaced by substitute members shall be made for the remainder of the term of office of the retired member. Elections of substitutes should be conducted at the next General Meeting following the retiring of a member.

Article 11: Chairmanship

1. The Supervisory Board shall elect a Chairman and one or more Deputy Chairmen. Only a shareholder representative elected as a member by the General Meeting may be elected as Chairman. For the election of the Chairman, the oldest member in terms of age among the shareholder representatives shall have the chair; Article 12 No. 2 sentence 3 shall apply accordingly.
2. In case the membership of the Chairman or one of his deputies should cease before the expiry of his term of office, the Supervisory Board shall conduct a new election for the office without undue delay.

Article 12: Convening, Quorum, Voting

1. Meetings of the Supervisory Board shall be convened and the place of such meetings determined by the Chairman or, in case he is unavailable, by his deputy determined for such eventuality. All meetings shall be convened by at least a fortnight's notice in writing. The individual items on the agenda shall be specified so that it is possible to vote by correspondence. In urgent cases, the convening period may be shortened. In the event that the Chairman or, if he is unavailable, his deputy determined for such eventuality so determines in an individual case, meetings may also be held using telecommunications or individual members of the Supervisory Board may take part in meetings using telecommunications.
2. The Supervisory Board shall constitute a quorum only if, after all members have been invited, at least one half of the total number of members which it is required to have participates in the passing of a resolution. Unless stipulated otherwise by law, resolutions shall be passed by a majority of the votes cast. In the event that a member of the Supervisory Board abstains from voting, such member participates in the resolution; however, the abstention shall not count as a vote cast. In the event that a Supervisory Board vote results in an equality of votes, the vote of the Chairman of the Supervisory Board or, if he does not participate in the passing of the resolution, the vote of the Deputy Chairman, provided that he is a shareholder representative, shall be the casting vote.
3. The members of the Supervisory Board may, if prevented from attending a meeting, arrange for their written vote to be submitted at the Supervisory Board meeting by other members of the Supervisory Board. A vote transmitted by telefax or by means of electronic media shall be deemed to be a written vote. The Chairman of the Supervisory Board or, if he is unavailable, his deputy determined for such eventuality may cause a resolution of the Supervisory Board to be passed by obtaining declarations in writing, by telefax or telephone or transmitted by means of other electronic media.
4. The members of the Board of Executive Directors are entitled to attend the meetings of the Supervisory Board in an advisory capacity, unless the Chairman of the Supervisory Board or the Supervisory Board excludes such right in an individual case.
5. Declarations of intent on behalf of the Supervisory Board shall be made by the Chairman or, if he is unavailable, by his deputy determined for such eventuality.
6. The Supervisory Board is authorized to make amendments to the statutes which only concern their wording.

Article 13: Transactions Requiring Consent

1. The Board of Executive Directors shall require the previous consent of the Supervisory Board for the following transactions of the Company:
   1. a) the acquisition and disposal of enterprises, interests in enterprises and parts of enterprises, provided that the acquisition or disposal price in an individual case exceeds 3 percent of the equity reported in the last consolidated financial statements of the Company which were approved by the Supervisory Board. This shall not apply in the event of intra-group acquisitions and disposals;
   2. commencement of operations in new and cessation of operations in existing areas of business to the extent that this is of significant importance for the entire Group;
   3. the issuing of bonds and comparable financial instruments, the taking up of and granting of long-term loans and the granting of guarantees, warranties or other assumptions of liability, provided that in an individual case the latter exceed 3 percent of the equity reported in the last consolidated financial statements of the Company which were approved by the Supervisory Board. This shall not apply to the taking up and granting of loans and the granting of securities within the company group.
2. The consent of the Supervisory Board required under No. 1 may also be granted in the form of a general authorization for certain kinds of the aforementioned transactions. Such authorizations have to state specifically the eligible transactions as well as their purpose and the period of time within which they have to be conducted.

Article 14: Remuneration of the Supervisory Board

1. Each member of the Supervisory Board shall receive annually
   1. a fixed remuneration of Euro 60,000 and
   2. a performance-related variable remuneration for each full Euro 0.01 by which the earnings per share (EPS) of BASF Group declared in the consolidated financial statements for the year for which the remuneration is being paid exceeds the minimum EPS. The minimum EPS for the financial year 2008 shall be Euro 1.35. The performance-related variable remuneration shall be Euro 800 for each full Euro 0.01 of EPS up to an EPS of Euro 2.10, Euro 600 for each further Euro 0.01 of EPS up to an EPS of Euro 2.60 and Euro 400 for each Euro 0.01 beyond this. The performance-related variable remuneration shall be limited to a maximum amount of Euro 120,000. The minimum EPS shall increase by Euro 0.05 for each subsequent financial year. This shall apply mutatis mutandis to the threshold values specified in sentence 3.
   The Chairman of the Supervisory Board shall receive two and a half times, a Deputy Chairman one and a half times the remuneration of a regular Supervisory Board member.
2. Members of the Supervisory Board who are members of a committee, except for the Nomination Committee, shall receive a further fixed remuneration for this purpose in the amount of Euro 12,500. In the case of the Audit Committee, the further fixed remuneration shall be Euro 25,000. The Chairman of a committee shall receive twice, a Deputy Chairman one and a half times the further fixed remuneration.
3. The Company shall reimburse the members of the Supervisory Board for out-of-pocket expenses and value added tax to be paid with regard to their activities as members of the Supervisory Board or of a committee. The Company shall further grant the members of the Supervisory Board an attendance fee of Euro 500 for attending a meeting of the Supervisory Board or one of its committees to which they belong and shall include the performance of the duties of the members of the Supervisory Board in the coverage of a directors' and officers' loss liability insurance concluded by it.
4. Supervisory Board members or members of a committee, who served on the Supervisory Board or the committee for only part of a financial year, shall receive one twelfth of the remuneration for each month or part of a month of service.
5. The remuneration pursuant to Nos. 1 and 2 shall become due after the conclusion of the General Meeting to which the consolidated financial statements specified in No. 1 are submitted or which decides on the approval thereof.

Article 15: Confidentiality

1. The members of the Supervisory Board shall keep secret any confidential information, reports and consultations as well as secrets of the Company, in particular company and business secrets, that have become known to them in connection with their work as members of the Supervisory Board.
2. Upon retirement from office, every member of the Supervisory Board shall return to the Company all confidential documents of the Company still held by him.

C. General Meeting of Shareholders

Article 16: Convening the General Meeting

1. The General Meeting shall be convened with at least 30 days' notice prior to the day by the end of which the shareholders have to register for participation in the General Meeting.
2. The annual General Meeting of Shareholders shall be held within the first six months of each financial year. It shall resolve, in particular, on the distribution of retained profits, on the appointment of the auditor, on the formal discharge of the members of the Board of Executive Directors and the Supervisory Board, on the appointment of the members of the Supervisory Board and, to the extent required by law, on the approval of the financial statements and the consolidated financial statements.
3. The General Meeting shall take place at the Company's registered office or in another city in the Federal Republic of Germany with at least 100,000 inhabitants.
4. The annual General Meeting of Shareholders shall be convened by the Board of Executive Directors. In addition, a General Meeting may be convened at any time by the Board of Executive Directors or by the Supervisory Board and the convening of the General Meeting and the drawing-up of the agenda therefore may be requested by one or more shareholders who together hold at least 5% of the subscribed capital.

Article 17: Attendance at the General Meeting

1. The right to attend and vote at a General Meeting shall be restricted to those shareholders who have registered for attendance before the General Meeting in writing, by telefax or in text form. The Company must be provided with evidence of the right to attend the General Meeting and to exercise the voting right. Evidence of the shareholding shall be provided in German or English language in writing, by telefax or in text form. Confirmation by the depository holding the shares shall suffice as evidence.
2. The deadlines pursuant to the provisions of Articles 16 and 17 shall be calculated backward from the date of the General Meeting, which itself shall not be counted; in the event that the deadline does not expire on a working day, the previous working day that is counted shall be relevant.
3. The shareholder may authorize a proxy to exercise his voting right in writing or in any other manner specified by the Board of Executive Directors and announced by the Company in the invitation to the General Meeting.

Article 18: Chairman of the General Meeting

1. The Chairman of the Supervisory Board shall preside as chairman at the General Meeting of Shareholders. If he is unavailable, a member of the Supervisory Board chosen by the Supervisory Board members who were elected by the General Meeting as shareholder representatives from their ranks shall take the chair at the General Meeting. In the event that no member of the Supervisory Board who was elected by the General Meeting as a shareholder representative takes the chair, the chairman shall be elected by the General Meeting of Shareholders.
2. The chairman of the General Meeting may determine a sequence of the items of the agenda which deviates from the sequence announced in the agenda. Within the framework of the applicable legal provisions, the chairman shall determine the course of the proceedings at the General Meeting, in particular the sequence of speakers as well as the manner, form and sequence of the voting. At the beginning or in the course of the General Meeting, the chairman may reasonably restrict, in terms of time, the right of shareholders to put questions and to speak; such restriction may be employed for the whole course of the General Meeting, for the discussion on individual items of the agenda as well as for individual questions and speaking contributions.

Article 19: Voting and Resolutions

1. Each share shall entitle the holder to one vote at the General Meeting.
2. Resolutions of the General Meeting shall require a majority of the votes cast, unless a larger majority or further requirements are stipulated by the SE Regulation (Council Regulation (EC) No. 2157/2001 of October 8, 2001) or the laws applicable to stock corporations in the jurisdiction where the SE has its registered office.