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Conversion of BASF AG to BASF SE Friedrich Wirsing Vice-Chairman Executives‘ Committee BASF SE

Conversion of BASF AG to BASF SE Friedrich Wirsing Vice-Chairman Executives‘ Committee BASF SE. The European Company (SE) and BASF. SE (Societas Europaea) can be founded in Germany since 2004 SE is a modern legal form for companies in EU

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Conversion of BASF AG to BASF SE Friedrich Wirsing Vice-Chairman Executives‘ Committee BASF SE

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  1. Conversion of BASF AG to BASF SE Friedrich Wirsing Vice-Chairman Executives‘ Committee BASF SE

  2. The European Company (SE) and BASF • SE (Societas Europaea) can be founded in Germany since 2004 • SE is a modern legal form for companies in EU • SE is the supranational alternative to the legal form of a German AG („AktienGesellschaft“) • By now, more than 400 SE‘s have been established in the EU (see http://www.worker-participation.eu/ ) • BASF is pioneer in the chemical industry

  3. Motifs for converting BASF AG to BASF SE • Active contribution to the continuing integration of Europe • Consequent next step of a continuous development of european BASF-structures • Explicit commitment to the european home market of BASF • BASF acts as a pioneer in (chemical) industry • BASF focuses on industrial relations all over Europe • BASF improves Corporate Governance • (BASF can easily shift its registered office … )

  4. From BASF AG to BASF SE Participation Rights of Employees • German BASF AG • Participation Rights defined by German statute law • Works Constitution Act (1972) • Co-Determination Act (1976) • Executives‘ Committee Act (1988) • European BASF SE • Participation Rights not defined by statute law • negotiating frame given by the SE Participation Rights Act • Articles and contents to be negotiated • Bargaining Process between • Company and • Representatives of the Employees (Special Negotiation Body)

  5. Bargaining process Special Negotiating Body (SNB) • Composition of the SNB • One delegate per country, that has a BASF employee in EU • 28 delegates in total • 8 delegates from Germany • therefrom 1 senior staff (member of the Executives‘ Committee) • Employee Involvement Agreement negotiated and signed by the Company Board and the SNB

  6. BASF SE: Changes of Participation Rights • No Changes • (German) Establishment level • Neither for Works Council • Nor for Executives‘ Committee • Collective Agreements of Works Council and Executives‘ Committee not touched by new European level of participation • Changes • Company level • European Establishment level

  7. Participation / Co-Determination Comparison Former German AG – New European SE

  8. Participation / Co-Determination Comparison Former German AG – New European SE

  9. Information and Consultation of the BASF Europa Betriebsrat • the structure as well as the economic and financial situation of BASF Group; • the expected development of the business, production and sales situation, • the employment situation and its expected development in accordance with current reporting; • personnel and social matters, • investment programmes, • fundamental organisational changes, • introduction of new working and production procedures, • occupational health and safety issues as well as matters of operational environmental protection, • the transfer, relocation or closure of companies, sites or major parts thereof, • mass layoffs, • cessation of the membership of a company in the BASF Group, • structural changes.

  10. Composition of BASF Europa Betriebsrat • Election of the Delegates by National Rules • Substitute can be elected for each Member • In total 23 Delegates • Each EU-country minimum 1 Delegate • according to the Number of Employees more • Germany 8 Delegates • 1 Senior Staff • Election of Senior Staff Representative by Speaker‘s Committee

  11. Thank you for listening

  12. Members of the first BASF Europa Betriebsrat

  13. Schedule of the Transformation Schedule BASF SE 27.02.07 Decision Supervisory Board 26.04.07 - Decision General Assembley - Apointment of the Representatives of the shareholders in supervisory board January 08 - Registration of the Transformation in the companies Register and - Apointment of the Employees in the Supervisory board June 07 Constitutive Meeting of the SNB Dec 07 End of negotiating period February March April Mai June December January 2007 2008 Election and Apointment of the Delegates for the Special Negotiating Body by Works Council, Trade Unions and direct Election Negotiations between board and SNB BASF SE

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