Bond BASF SE 2.37% ( XS1508885651 ) in HKD

BASF SE

100 % ⇌

Germany

XS1508885651 ( in HKD )

2.37% per year ( payment 1 time a year)

17/10/2031

Prospectus brochure of the bond BASF XS1508885651 en HKD 2.37%, maturity 17/10/2031

1 000 000 HKD

1 300 000 000 HKD

17/10/2025 ( In 104 days )

BASF is a multinational chemical company and the world's largest chemical producer by revenue, headquartered in Ludwigshafen, Germany.

The Bond issued by BASF SE ( Germany ) , in HKD, with the ISIN code XS1508885651, pays a coupon of 2.37% per year.
The coupons are paid 1 time per year and the Bond maturity is 17/10/2031

Debt Issuance Program Prospectus
September 12, 2023
This document constitutes two base prospectuses for the purposes of Art. 8(1) of Regulation (EU) 2017/1129 of the European
Parliament and of the Council of June 14, 2017 (as amended, the "Prospectus Regulation"): (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").

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 payments of all amounts due in respect of Notes issued by BASF Finance Europe N.V. will be unconditionally and irrevocably
guaranteed by BASF SE.
This Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the "Commission")
as competent authority under the Prospectus Regulation. The Commission only approves this Prospectus as meeting the
standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should
not be considered as an endorsement of each issuer or of the quality of the Notes that are the subject of this Prospectus.
Investors should make their own assessment as to the suitability of investing in the Notes.
Application has been made to list Notes issued under the Program on the official list of the Luxembourg Stock Exchange and to
trade Notes on the regulated market or on the professional segment of the regulated market "Bourse de Luxembourg". The
Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the Directive on markets in financial
instruments 2014/65/EU, as amended, (the "Regulated Market"). Notes issued under the Program may also not be listed at all.
Each Issuer has requested the Commission 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 oeuvre du règlement (UE) 2017/1129 - the "Luxembourg Law") 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 Prospectus has been drawn up in accordance with the Prospectus
Regulation ("Notification"). Each Issuer may request the Commission to provide competent authorities in additional Member
States within the European Economic Area with a Notification. By approving a prospectus, the Commission shall give no
undertaking as to the economic and financial soundness of the operation or the quality or solvency of each issuer pursuant to
Article 6(4) of the Luxembourg Law.
Arranger
Deutsche Bank
Dealers
Banco Bilbao Vizcaya Argentaria,
S.A.
Barclays
BNP PARIBAS
BofA Securities
Citigroup
Commerzbank
Crédit Agricole CIB
Deutsche Bank
DZ BANK AG
Goldman Sachs Bank Europe SE
HSBC
ING
IMI - Intesa Sanpaolo
J.P. Morgan
Landesbank Baden-Württemberg
MUFG
Mizuho
Morgan Stanley
Santander Corporate & Investment
NatWest Markets
RBC Capital Markets
Banking
Société Générale
SMBC
Corporate & Investment Banking
UBS Investment Bank

UniCredit

This Prospectus will be published in electronic form on the website of the Luxembourg Stock Exchange (www.luxse.com) and
on the "investors" tab on the website of BASF Group (www.basf.com). This Prospectus is valid for a period of twelve months
after its approval. The validity ends upon expiration of September 12, 2024. There is no obligation to supplement the
Prospectus in the event of significant new factors, material mistakes or material inaccuracies when the Prospectus is
no longer valid.

2
RESPONSIBILITY STATEMENT
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 cal ed an "Issuer" and
together the "Issuers") accept responsibility for the information given in this Prospectus and for the
information which wil be contained in the Final Terms (as defined herein).
Each Issuer hereby declares that to the best of its knowledge the information contained in this Prospectus
for which it is responsible is, to the best of its knowledge, in accordance with the facts and that this
Prospectus makes no omission likely to affect its import.
NOTICE
This Prospectus should be read and understood in conjunction with any supplement hereto and with any
other documents incorporated herein by reference. Full information on the Issuers and any tranche of Notes
is only available on the basis of the combination of the Prospectus and the relevant Final Terms (as defined
herein).
Each Issuer has confirmed to the Dealers (as defined herein) that this Prospectus contains all information
which is material to an investor for making an informed assessment of the assets and liabilities, financial
position, profit and losses and prospects of the Issuers and the rights attaching to the Notes and the reasons
for the issuance and its impact on the Issuer and all information which is material in the context of the
Program and the issue and offering of the Notes thereunder; that the information contained herein with
respect to the Issuers and the Notes is accurate and complete in all material respects and is not misleading;
that any opinions and intentions expressed herein with respect to the Issuers and the Notes are honestly
held and based on reasonable assumptions; that there are no other facts with respect to the Issuers or the
Notes, the omission of which would make this Prospectus as a whole or any of such information or the
expression of any such opinions or intentions misleading in any material respect; and that the Issuers have
made al reasonable enquiries to ascertain al facts material for the purposes aforesaid.
Each Issuer and the Guarantor has undertaken with the Dealers (i) to supplement this Prospectus or publish
a new Prospectus in the event of any significant new factor, material mistake or material inaccuracy relating
to the information included in this Prospectus in respect of Notes issued on the basis of this Prospectus
which is capable of affecting the assessment of the Notes and which arises or is noted between the time
when this Prospectus has been approved and the final closing of any tranche of Notes offered to the public
or, as the case may be, when trading of any tranche of Notes on a regulated market begins, and (i ) to have
such document approved by the Commission.
None of the Dealers makes any representation as to the suitability of any Notes issued under the Program
the net proceeds of which (or an amount equal thereto) are intended to be used towards the financing and/or
refinancing of Eligible Projects (as defined below) to fulfil any environmental, social and/or sustainability
criteria required by any prospective investors. The Dealers have not undertaken, nor are they responsible
for, any assessment or verification of the Eligible Projects and their impact, or monitoring of the use of the
net proceeds of any such Notes (or amounts equal thereto). Prospective investors should refer to the Issuer's
Green Finance Framework and the Third Party Opinion (each as defined herein), and for the avoidance of
doubt, neither the Issuer's Green Finance Framework or any other document related thereto including the
Third Party Opinion, any footnotes, links to the Issuer's website and or progress and impact assement
reports are, nor shall they be deemed to be, incorporated into, and/or form part of, this Prospectus.
No person has been authorized to give any information which is not contained in or not consistent with this
Prospectus or any other document entered into in relation to the Program or any information supplied by
any Issuer or any other information in the public domain and, if given or made, such information must not
be relied upon as having been authorized by the Issuers, the Dealers or any of them.
Neither the Arranger (as defined herein) nor any Dealer nor any other person mentioned in this Prospectus,
excluding the Issuers, is responsible for the information contained in this Prospectus or any supplement
hereto, or any Final Terms or any document incorporated herein 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. This Prospectus
is valid for 12 months after its approval and this Prospectus and any supplement hereto as well as any Final
Terms reflect the status as of their respective dates of issue. The delivery of this Prospectus or any Final
Terms and the offering, sale or delivery of any Notes may not be taken as an implication that the information
contained in such documents is accurate and complete subsequent to their respective dates of issue or that

3
there has been no adverse change in the financial situation of the Issuers since such date or that any other
information supplied in connection with the Program is accurate at any time subsequent to the date on which
it is supplied or, if different, the date indicated in the document containing the same.
The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any Final Terms
come are required to inform themselves about and observe any such restrictions. For a description of the
restrictions applicable in the United States of America, the European Economic Area in general, the United
Kingdom, Japan, Republic of Italy, Switzerland, Republic of Singapore and Canada see "Selling
Restrictions". In particular, the Notes have not been and wil not be registered under the United States
Securities Act of 1933, as amended (the "Securities Act") and are subject to tax law requirements of the
United States of America; subject to certain exceptions, Notes may not be offered, sold or delivered within
the United States of America or to U.S. persons.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any Notes may
include a legend entitled "MiFID II Product Governance" which wil outline the target market assessment
in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person
subsequently offering, sel ing or recommending the Notes (a "distributor") should take into consideration
the target market assessment; however, a distributor subject to Directive 2014/65/EU (as amended, "MiFID
II") is responsible for undertaking its own target market assessment in respect of the Notes (by either
adopting or refining the target market assessment) and determining appropriate distribution channels.
UK MIFIR PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any Notes may
include a legend entitled "UK MiFIR Product Governance" which wil outline the target market assessment
in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person
subsequently offering, sel ing or recommending the Notes (a "distributor") should take into consideration
the target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and
Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining the
target market assessment) and determining appropriate distribution channels.
A determination wil be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), or
the UK MiFIR Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such
Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates wil be a
manufacturer for the purpose of the MiFID Product Governance Rules or the UK MiFIR Product Governance
Rules.
PRIIPs / IMPORTANT EEA RETAIL INVESTORS If the Final Terms in respect of any Notes include a
legend entitled "PROHIBITION OF SALES TO EEA RETAIL INVESTORS", the Notes are not intended to
be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available
to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means
a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (i ) a
customer within the meaning of Directive 2016/97/EU (as amended), where that customer would not qualify
as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (i i) not a qualified investor as
defined in the Prospectus Regulation. Consequently, no key information document required by Regulation
(EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise
making them available to retail investors in the EEA has been prepared and therefore offering or sel ing the
Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.
IMPORTANT UK RETAIL INVESTORS If the Final Terms in respect of any Notes includes a legend
entitled "PROHIBITION OF SALES TO UK RETAIL INVESTORS", the Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or
more) of: (i) a retail client, as defined in point (8) of Article 2 of Delegated Regulation (EU) No 2017/565 as
it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (i ) a
customer within the meaning of the provisions of the Financial Services and Markets Act 2000 ("FSMA")
and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that
customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU)
No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (i i) not a qualified investor as defined
in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA.
Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of
domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or
otherwise making them available to retail investors in the UK has been prepared and therefore offering or

4
selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under
the UK PRIIPs Regulation.
PRODUCT CLASSIFICATION REQUIREMENTS IN SINGAPORE - The Notes are prescribed capital
markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018)
and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment
Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
NOTICE TO CANADIAN INVESTORS - This notice is directed only to purchasers that are resident in or
subject to the securities laws of British Columbia, Alberta or Ontario.
The Notes may be sold only to such purchasers that are purchasing, or deemed to be purchasing, as
principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or
subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National
Instrument 31-103 Registration Requirements. Any resale of the Notes must be made in accordance with
an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities
laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies
for rescission or damages if this Prospectus (including any amendment or supplement hereto and/or any
Final Terms) contains a misrepresentation, provided that the remedies for rescission or damages are
exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's
province or territory. The purchaser should refer to any applicable provisions of the securities legislation of
the purchaser's province or territory for particulars of these rights or consult with a legal advisor.
The language of the Prospectus is English. The German versions of the English language sets of Terms
and Conditions and Guarantee are shown in the Prospectus for additional information. As to form and
content, and all rights and obligations of the Holders (as defined herein) and the Issuer under the Notes to
be issued, German is the controlling legally binding language if so specified in the relevant Final Terms. In
respect of the Guarantee, the German language version is always controlling and legally binding as to form
and content, and al rights and obligations of the Holders and the Guarantor thereunder.
Each Dealer and/or each further financial intermediary subsequently reselling or finally placing
Notes issued under the Program is entitled to use the Prospectus as set out in "Consent to the Use
of the Prospectus" below.
This Prospectus may only be used for the purpose for which it has been published.
This Prospectus and any Final Terms may not be used for the purpose of an offer or solicitation by
anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to
whom it is unlawful to make such an offer or solicitation.
This Prospectus and any Final Terms do not constitute an offer or an invitation to subscribe for or
purchase any Notes.
Each potential investor in the Notes must determine the suitability of that investment in light of its
own circumstances and be aware of the risk that an investment in the Notes may not be suitable at
all times until maturity bearing in mind the following key aspects when assessing and reassessing
the suitability of the Notes which may change over time and could lead to the risk of non-suitability.
Each potential investor should:
(i) have sufficient knowledge and experience to make a meaningful evaluation of the relevant
Notes, the merits and risks of investing in the relevant Notes and the information contained or
incorporated by reference in this Prospectus or any supplement hereto;
(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation and the investment(s) it is considering, an investment in the Notes
and the impact the Notes will have on its overall investment portfolio;
(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the
relevant Notes, including where principal or interest is payable in one or more currencies, or
where the currency for principal or interest payments is different from the potential investor's
currency;
(iv) understand thoroughly the terms of the relevant Notes and be familiar with the behavior of any
relevant indices and financial markets; and

5
(v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear
the applicable risks.
In connection with the issue of any Tranche of Notes under the Program, the Dealer or Dealers (if
any) named as stabilization manager(s) in the applicable Final Terms (or persons acting on behalf
of a stabilization manager) may over-allot Notes or effect transactions with a view to supporting the
price of the Notes at a level higher than that which might otherwise prevail. However, stabilization
may not necessarily occur. Any stabilization action may begin on or after the date on which adequate
public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun,
may cease at any time, but it must end no later than the earlier of 30 days after the Issue Date of the
relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of
Notes. Any stabilization action or over-allotment must be conducted by the relevant stabilization
manager(s) (or person(s) acting on behalf of any stabilization manager(s)) in accordance with all
applicable laws and rules.
The information on any website included in the Prospectus, except for the website www.luxse.com in the
context of the documents incorporated by reference, do not form part of the Prospectus and have not been
scrutinised or approved by the Commission.
Amounts payable under Floating Rate Notes are calculated by reference to EURIBOR (Euro Interbank
Offered Rate) which is provided by the European Money Markets Institute (EMMI). As at the date of this
Prospectus, EMMI appears on the register of administrators and benchmarks established and maintained
by the European Securities and Markets Authority (ESMA) pursuant to Article 36 of the Benchmarks
Regulation (Regulation (EU) 2016/1011) ("BMR").
Certain amounts which appear in this Prospectus have been subject to rounding adjustments; accordingly,
figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede
them. In this Prospectus, unless otherwise specified or the context otherwise requires, a reference to a law
or a provision of a law is a reference to that law or provision as extended, amended or re-enacted.
FORWARD-LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements. A forward-looking statement is a statement
that does not relate to historical facts and events. They are based on analyses or forecasts of future results
and estimates of amounts not yet determinable or foreseeable. These forward-looking statements are
identified by the use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect",
"intend", "may", "plan", "predict", "project", "wil " and similar terms and phrases, including references and
assumptions. This applies, in particular, to statements in this Prospectus containing information on future
earning capacity, plans and expectations regarding BASF Group's business and management, its growth
and profitability, and general economic and regulatory conditions and other factors that affect it.
Forward-looking statements in this Prospectus are based on current estimates and assumptions that the
Issuers make to the best of their present knowledge. These forward-looking statements are subject to risks,
uncertainties and other factors which could cause actual results, including BASF Group's financial condition
and results of operations, to differ materially from and be worse than results that have expressly or implicitly
been assumed or described in these forward-looking statements. BASF Group's business is also subject to
a number of risks and uncertainties that could cause a forward-looking statement, estimate or prediction in
this Prospectus to become inaccurate. Accordingly, investors are strongly advised to read the following
sections of this Prospectus: "Risk Factors", "BASF SE as Issuer and Guarantor" and "BASF Finance Europe
N.V. as Issuer". These sections include more detailed descriptions of factors that might have an impact on
BASF Group's business and the markets in which it operates.
In light of these risks, uncertainties and assumptions, future events described in this Prospectus may not
occur. In addition, neither the Issuers nor the Dealers assume any obligation, except as required by law, to
update any forward-looking statement or to conform these forward-looking statements to actual events or
developments.

6
TABLE OF CONTENTS
Page

General Description of the Program ................................................................................................. 7
General ............................................................................................................................................. 7
Issue Procedures ............................................................................................................................. 8
Risk Factors .................................................................................................................................... 10
Risk Factors regarding BASF SE and BASF Group ...................................................................... 10
Risk Factors regarding BASF Finance Europe N.V. ...................................................................... 17
Risk Factors regarding the Notes ................................................................................................... 17
Consent to the use of the Prospectus ............................................................................................ 24
BASF SE as Issuer and Guarantor ................................................................................................ 25
BASF Finance Europe N.V. as Issuer ............................................................................................ 55
Terms and Conditions of the Notes (English Language Version) .................................................. 58
OPTION I Terms and Conditions that apply to Notes with fixed interest rates ........................... 58
OPTION II Terms and Conditions that apply to Notes with floating interest rates ...................... 81
Terms and Conditions of the Notes (German Language Version) ................................................. 99
OPTION I Anleihebedingungen für Schuldverschreibungen mit fester Verzinsung .................. 100
OPTION II Anleihebedingungen für Schuldverschreibungen mit variabler Verzinsung ............ 126
Guarantee (German Language Version) ...................................................................................... 146
Guarantee (English Translation) .................................................................................................. 148
Form of Final Terms ..................................................................................................................... 152
Description of Rules Regarding Resolutions of Holders .............................................................. 167
Use of Proceeds ........................................................................................................................... 169
Taxation Warning ......................................................................................................................... 171
Selling Restrictions ....................................................................................................................... 172
General Information ...................................................................................................................... 178
Interests of Natural and Legal Persons involved in the Issue/Offer ............................................. 178
Authorization ................................................................................................................................. 178
Listing and Admission to Trading ................................................................................................. 178
Clearing Systems ......................................................................................................................... 179
Documents Available .................................................................................................................... 179
Documents Incorporated by Reference ....................................................................................... 180
Cross-reference list of Documents incorporated by Reference ................................................... 180
Availability of Documents ............................................................................................................. 182
Names and Addresses ................................................................................................................. 184

7
GENERAL DESCRIPTION OF THE PROGRAM
I. General
Under this EUR 20,000,000,000 Debt Issuance Program, BASF and BASF Finance may from time to time
issue notes (the "Notes") to one or more of the following Dealers: Banco Bilbao Vizcaya Argentaria, S.A.,
Banco Santander, S.A., Barclays Bank Ireland PLC, BNP Paribas, BofA Securities Europe SA, Citigroup
Global Markets Europe AG, Commerzbank Aktiengesellschaft, Crédit Agricole Corporate and Investment
Bank, Deutsche Bank Aktiengesellschaft, DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt
am Main, Goldman Sachs Bank Europe SE, HSBC Continental Europe, ING Bank N.V., Intesa Sanpaolo
S.p.A., J.P. Morgan SE, Landesbank Baden-Württemberg, Mizuho Securities Europe GmbH, Morgan
Stanley Europe SE, MUFG Securities EMEA plc, MUFG Securities (Europe) N.V., NatWest Markets N.V.,
RBC Europe Limited, RBC Capital Markets (Europe) GmbH, SMBC Bank EU AG, Société Générale, UBS
AG London Branch, UniCredit Bank AG and any additional Dealer appointed under the Program from time
to time by the Issuer(s), which appointment may be for a specific issue or on an ongoing basis (together,
the "Dealers").
Deutsche Bank Aktiengesel schaft acts as arranger in respect of the Program (the "Arranger").
The maximum aggregate principal amount of the Notes outstanding at any one time under the Program wil
not exceed EUR 20,000,000,000 (or its equivalent in any other currency). The Issuers may increase the
amount of the Program in accordance with the terms of the Dealer Agreement (as defined herein) from time
to time.
Notes issued by BASF Finance wil have the benefit of a Guarantee (the "Guarantee") given by BASF. The
Guarantee constitutes an irrevocable, unsecured and unsubordinated obligation of the Guarantor ranking
pari passu with all other unsecured and unsubordinated obligations of the Guarantor.
Notes may be issued on a continuing basis to one or more of the Dealers. Notes may be distributed by way
of public offer or private placements and, in each case, on a syndicated or non-syndicated basis. The method
of distribution of each tranche ("Tranche") wil be stated in the relevant final terms (the "Final Terms"). The
Notes may be offered to qualified and non-qualified investors, including with the restrictions specified in the
"PROHIBITION OF SALES TO EEA RETAIL INVESTORS" and "PROHIBITION OF SALES TO UK RETAIL
INVESTORS" legends set out on the cover page of the applicable Final Terms, if any.
Notes wil be issued in Tranches, each Tranche in itself consisting of Notes, which are identical in al
respects. One or more Tranches, which are expressed to be consolidated and forming a single series and
identical in all respects, but having different issue dates, interest commencement dates, issue prices and
dates for first interest payments may form a series ("Series") of Notes. Further Notes may be issued as part
of existing Series.
Notes wil be issued in such denominations as may be agreed between the relevant Issuer and the relevant
Dealer(s) and as indicated in the applicable Final Terms save that the minimum denomination of the Notes
wil be, if in euro, EUR 1,000, and, if in any currency other than euro, an amount in such other currency at
least to EUR 1,000 at the time of the issue of Notes. Subject to any applicable legal or regulatory restrictions,
and requirements of relevant central banks, Notes may be issued in euro or any other currency.
Notes wil be issued with a maturity of twelve months or more. The Notes wil be freely transferable.
Notes may be issued at an issue price, which is at par or at a discount to, or premium over, par. If the issue
price is known as at the date of publication of the relevant Final Terms, it wil be specified therein. The issue
price for Notes to be issued wil be determined at the time of pricing on the basis of a yield which wil be
determined on the basis of the orders of the investors which are received by the Dealers during the offer
period. Orders wil specify a minimum yield and may only be confirmed at or above such yield. The resulting
yield wil be used to determine an issue price, all to correspond to the yield.
The yield for Notes with fixed interest rates wil be calculated by the use of the International Capital Markets
Association ("ICMA") method, which determines the effective interest rate of notes taking into account
accrued interest on a daily basis.
The Risk Factors included into this Prospectus are limited to risks which are (i) specific to the BASF and
BASF Finance as Issuers and Guarantor, as the case may be, as well as the Notes, and (i ) are material for
taking an informed investment decision. They are presented in a limited number of categories depending on
their nature. In each category the most material risk factor is mentioned first.
Under this Prospectus a summary wil only be drawn up in relation to an issue of Notes with a denomination
of less than EUR 100,000. Such an issue-specific summary wil be annexed to the applicable Final Terms.

8
Application has been made to the Commission, which is the Luxembourg competent authority for the
purpose of the Prospectus Regulation for its approval of this Prospectus.
Application has been made to the Luxembourg Stock Exchange for Notes issued under this Program to be
admitted to trading on the Regulated Market (including the Luxembourg Green Exchange (LGX)) or on the
professional segment of the Regulated Market of the Luxembourg Stock Exchange and to be listed on the
official list of the Luxembourg Stock Exchange. Notes may further be issued under the Program, which wil
not be listed on any stock exchange.
Notes wil be accepted for clearing through one or more Clearing Systems as specified in the applicable
Final Terms. These systems wil comprise those operated by Clearstream Banking AG, Frankfurt am Main
("CBF"), Clearstream Banking S.A., Luxembourg ("CBL"), Euroclear Bank SA/NV ("Euroclear") and CDS
& Co., as nominee for CDS Clearing and Depository Services Inc ("CDS"). Notes denominated in euro or,
as the case may be, such other currency recognized from time to time for the purposes of eligible collateral
for Eurosystem monetary policy and intra-day credit operations by the Eurosystem are intended to be held
in a manner, which would allow Eurosystem eligibility. Therefore, the Notes wil be deposited initial y upon
issue with in the case of (i) a new global note either CBL or Euroclear as common safekeeper or, (i ) a
classical global note CBF. It does not necessarily mean that the Notes wil be recognized as eligible collateral
for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at
any or all times during their life. Such recognition wil depend upon satisfaction of the Eurosystem eligibility
criteria.
Deutsche Bank Luxembourg S.A. wil act as Luxembourg Listing Agent (the "Listing Agent") and Deutsche
Bank Aktiengesellschaft wil act as fiscal agent and paying agent (the "Fiscal Agent").
II. Issue Procedures
General
The relevant Issuer and the relevant Dealer(s) wil agree on the terms and conditions applicable to each
particular Tranche of Notes (the "Conditions"). The Conditions wil be constituted by the relevant set of
Terms and Conditions of the Notes set forth below (the "Terms and Conditions") as further specified by
the Final Terms (the "Final Terms") as described below.
Options for sets of Terms and Conditions
A separate set of Terms and Conditions applies to each type of Notes, as set forth below. The Final Terms
provide for the relevant Issuer to choose between the following Options:
- Option I Terms and Conditions for Notes with fixed interest rates (and Option I A, Option I B, Option I
C, Option I D, Option I E, Option I F, Option I G, Option I H as well as Option I I as defined in "Documents
incorporated by Reference"); and
- Option II Terms and Conditions for Notes with floating interest rates.
With respect to each type of Notes, the respective Option I A, Option I B, Option I C, Option I D, Option I E,
Option I F, Option I G, Option I H and Option I I are incorporated by reference into this Prospectus for the
purpose of a potential increase of Notes outstanding and originally issued prior to the date of this Prospectus.
Documentation of the Conditions
The relevant Issuer may document the Conditions of an individual issue of Notes in either of the following
ways:
- The Final Terms shal be completed as set out therein. The Final Terms shall determine which of the
Option I or Option II, including certain further options contained therein, respectively, shall be applicable
to the individual issue of Notes by replicating the relevant provisions and completing the relevant
placeholders of the relevant set of Terms and Conditions as set out in the Prospectus in the Final Terms.
The replicated and completed provisions of the set of Terms and Conditions alone shall constitute the
Conditions, which wil be attached to each global note representing the Notes of the relevant Tranche.
This type of documentation of the Conditions wil be required where the Notes are publicly offered, in
whole or in part, or are to be initial y distributed, in whole or in part, to non-qualified investors.
- Alternatively, the Final Terms shall determine which of Option I or Option II and of the respective further
options contained in each of Option I and Option II are applicable to the individual issue by referring to
the relevant provisions of the relevant set of Terms and Conditions as set out in the Prospectus only.

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The Final Terms wil specify that the provisions of the Final Terms and the relevant set of Terms and
Conditions as set out in the Prospectus, taken together, shall constitute the Conditions. Each global note
representing a particular Tranche of Notes wil have the Final Terms and the relevant set of Terms and
Conditions as set out in the Prospectus attached.
Determination of Options / Completion of Placeholders
The Final Terms shall determine which of the Option I or Option II shall be applicable to the individual issue
of Notes. Each of the sets of Terms and Conditions of Option I or Option II contains also certain further
options (characterized by indicating the respective optional provision through instructions and explanatory
notes set out either on the left of or in square brackets within the text of the relevant set of Terms and
Conditions as set out in the Prospectus) as well as placeholders (characterized by square brackets which
include the relevant items) which wil be determined by the Final Terms as follows:
Determination of Options
The relevant Issuer wil determine which options wil be applicable to the individual issue either by replicating
the relevant provisions in the Final Terms or by reference of the Final Terms to the respective sections of
the relevant set of Terms and Conditions as set out in the Prospectus. If the Final Terms do not refer to an
alternative or optional provision or such alternative or optional provision is not replicated therein it shall be
deemed to be deleted from the Conditions.
Completion of Placeholders
The Final Terms wil specify the information with which the placeholders in the relevant set of Terms and
Conditions wil be completed. In the case the provisions of the Final Terms and the relevant set of Terms
and Conditions, taken together, shall constitute the Conditions the relevant set of Terms and Conditions
shall be deemed to be completed by the information contained in the Final Terms as if such information
were inserted in the placeholders of such provisions.
Al instructions and explanatory notes and text set out in square brackets in the relevant set of Terms and
Conditions and any footnotes and explanatory text in the Final Terms wil be deemed to be deleted from the
Conditions.
Controlling Language
As to the controlling language of the respective Conditions, the following applies:
- In the case of Notes (i) publicly offered, in whole or in part, in the Federal Republic of Germany, or (i )
initial y distributed, in whole or in part, to non-qualified investors in the Federal Republic of Germany,
German wil be the controlling language. If, in the event of such public offer or distribution to non-qualified
investors, however, English is chosen as the controlling language, a German language translation of the
Conditions wil be available from the principal offices of the Fiscal Agent and BASF, as specified on the
back cover of this Prospectus.
- In other cases, the relevant Issuer wil elect either German or English to be the controlling language.

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RISK FACTORS
The following is a description of material risks that are specific to BASF and BASF Finance and/or
may affect their respective ability to fulfil their respective obligations under the Notes and the
Guarantee and that are material to the Notes issued under the Program in order to assess the market
risk associated with these Notes. Prospective investors should consider these risk factors before
deciding whether to purchase Notes issued under the Program.
Prospective investors should consider all information provided in this Prospectus and consult with
their own professional advisers (including their financial, accounting, legal and tax advisers) if they
consider it necessary. In addition, investors should be aware that the risks described might combine
and thus intensify one another.

RISK FACTORS REGARDING BASF SE AND BASF GROUP
The following descriptions of the risk factors and their occurrence within a risk category with the most
material risk factor presented first in each category should be understood as description of residual risks,
i.e. of the remaining risks fol owing al counter measures taken in order to avoid such risks or limit their
adverse effects.
The risk factors regarding the Issuer and the Guarantor are presented in the following categories
depending on their nature with the most material risk factor presented first in each category:
1. Risks related to the issuer's and guarantor's business activities and industry
2. Risks related to the issuer's and guarantor's financial situation
3. Legal and regulatory risks
4. Internal control risks
5. Environmental, social and governance risks
1. Risks related to the issuer's and guarantor's business activities and industry
Market growth risks
BASF Group is dependent on the economic environment and cyclical trends in the world economy and may
be adversely affected by any downturn in regional or worldwide economies, market crises as well as
prolonged periods of instability. There is a considerable correlation between economic development and
trade flows and, consequently, economic downturns and phases of prolonged instability often coincide with
a decline in trade volumes. The financial position of BASF Group's segments are affected by such cyclicality
and migration of various industries in which they operate, including the automotive, electrical, electronics
and construction industries.
Current developments, mainly driven by the war in Ukraine and its impact on energy and raw material prices
and availability, especial y in Europe, pose a risk to the economy. In particular, risks could arise from
production stoppages at major European sites as a result of curtailment of gas supply, e.g. in case of a cold
winter. Higher inflation rates for manufacturer and consumer prices also pose a risk to the economy and can
have a considerable impact on global demand for intermediate goods for industrial production and demand
for investment goods. Central banks might continue to react to rising inflation rates with further significant
tightening of monetary policy, which could have a braking effect on the economy and may dampen
consumption.
Additional macroeconomic risks result from the escalation of other geopolitical conflicts and a renewed
intensification of the trade conflict between the United States and China. With a share of more than 45%,
China is already the largest chemical market and drives the growth of global chemical production. A
slowdown of the Chinese economy would not only have a considerable impact on its chemical market but
also on the overall demand for intermediate goods for industrial production as well as investment goods.
This would further have an effect on emerging markets that export raw materials as well as on advanced
economies that specialize in technological goods. BASF Group might be impacted not only by decreased
demand in Chinese markets and in markets dependent on or linked to the Chinese economy but also by the
general deceleration of the worldwide macroeconomic development.
The development of demand in BASF Group's sales markets represents one of the most important sources
of risks. In particular, the sales volumes of BASF Group's crop protection products are subject to the