BAS BASF AG

BASF SE (Ludwigshafen, Germany) and INEOS Industries Holdings Limited (Lyndhurst, UK) have announced their intention to combine their global business activities in styrene monomers (SM), polystyrene (PS), acrylonitrile butadiene styrene (ABS), styrene-butadiene block copolymers (SBC) and other styrene-based copolymers (SAN, AMSAN, ASA, MABS) as well as copolymer blends into a new joint venture called Styrolution. A letter of intent was signed by the two companies on November 29, 2010. The establishment of the joint venture is subject to approval by the appropriate antitrust authorities.

BASF has previously announced that it will carve out its styrenics activities by the end of 2010 and transfer them into separate entities. The carve-out will continue as planned and as of January 1, 2011, BASF's styrenics activities will operate as a separate company with the name Styrolution. INEOS has also announced that it is to acquire the other 50% shareholding in its 50-50 styrenics joint venture, INEOS NOVA, from NOVA Chemicals. Upon completion of the proposed joint venture with BASF, INEOS will transfer these activities into the new Styrolution group.

Expandable polystyrene is not part of the transaction. BASF and INEOS will retain their expandable polystyrene businesses. The SM/PS capacities in Ludwigshafen used to produce foam will also remain with BASF as well as the SM/PS business of BASF-YPC Co. Ltd., in Nanjing, China.

Styrolution will have a global presence and will offer significant benefits to its customers in the styrenics industry through enhanced efficiency, reduced costs and excellent service.

Based on figures for 2010, Styrolution is expected to generate annual sales of more than EUR5 billion. Company headquarters will be located in Frankfurt/Main, Germany. 50% of shares of the joint venture will be owned by BASF and 50% by INEOS. BASF will receive cash consideration following the completion of the transaction. The parties did not disclose any further financial details.

Roberto Gualdoni (54), who started his career at BASF in 1987, will be named CEO of Styrolution. In April 2010, Gualdoni became president of BASF's Styrenics division. Christoph de la Camp (47) will become CFO of the new Company. De la Camp began his career with BP p.l.c. in 1994 and joined INEOS in 2005. He is currently the CFO of INEOS NOVA.

'The formation of the joint venture Styrolution together with INEOS is a further important step in our active portfolio management,' said Dr. Martin Brudermüller, member of the Board of Executive Directors of BASF SE. 'It is our plan to create a leading player in the global styrenics market in terms of efficiency, safety, customer service, product quality and competitiveness. Therefore, the new joint venture with a sizeable partner like INEOS presents the best option to strengthen the business. Both partners complement one another with regards to their product and technology portfolio and global footprint.'

'The joint venture will deliver new opportunities for innovation and growth that will provide significant benefit to our customers,' said Jim Ratcliffe, Chairman, INEOS Capital. 'The world scale-assets will secure a sustainable and competitive business that is capable of meeting the long-term needs of a rapidly changing market. This is consistent with our long-term styrenics strategy.'

Excellent global position

BASF intends to contribute its SM, PS, ABS, SBC and styrene-based copolymers businesses in the joint venture. This includes production plants located in Germany (Ludwigshafen, Schwarzheide), Belgium (Antwerp), Korea (Ulsan), India (Dahej) and Mexico (Altamira). BASF employs approximately 1,460 people in its styrenics business and is expected to generate sales of more than EUR3 billion in 2010.

INEOS intends to contribute ABS production plants at sites in Germany (Cologne), Spain (Tarragona), India (Vadodara) and Thailand (Map Ta Phut) to the joint venture. Furthermore INEOS will contribute its SM and PS businesses to the joint venture, which includes INEOS and INEOS NOVA sites in Canada (Sarnia), the United States (Indian Orchard, Joliet, Decatur, Texas City, Bayport), Germany (Marl), France (Wingles) and Sweden (Trelleborg). INEOS employs an approximate total of 2,200 people in its styrenics activities and is expected to generate sales of about EUR2 billion in 2010.

BASF and INEOS will continue to operate as strictly independent companies until the completion of the deal which, subject to the approval by the appropriate antitrust authorities, is anticipated in 2011.

Product portfolio

Styrene (SM) is an intermediate product. It is a colorless liquid that polymerizes easily.

Polystyrene (PS) is a thermoplastic resin that is used in many applications, such as disposable packaging, many electronic devices, large appliances such as refrigeration liners and house wares.

SBC (Styrene-Butadien-Blockcopolymer) is a thermoplastic resin as well, transparent and impact resistant. It offers applications with high optical appearance and is mostly used in food packaging applications and also goes into display packaging.

ABS (Acrylnitrile-Butadien-Styrene) is a thermoplastic resin, used primarily for aesthetic colorful parts requiring heat and impact resistance such as vacuum cleaners or power tools. Other major uses are found in automotive or as mobile phone housings as well as recreational applications.

Styrene based copolymers (SAN, AMSAN, ASA, MABS) and blends (ABS/PA, ASA/PA, ASA/PC) are thermoplastic resins mainly used in various technical applications i.e. automotive, garden equipment, tools, appliances and Consumer Electronics, Communications Devices & Computers.

Note to editors

A photo of BASF's, INEOS' and Styrolution's top management team can be downloaded under: basf.com/Pressphoto-Database

About BASF

BASF is the world's leading chemical company: The Chemical Company. Its portfolio ranges from chemicals, plastics and performance products to agricultural products, fine chemicals as well as oil and gas. As a reliable partner BASF creates chemistry to help its customers in virtually all industries to be more successful. With its high-value products and intelligent solutions, BASF plays an important role in finding answers to global challenges such as climate protection, energy efficiency, nutrition and mobility. BASF posted sales of more than EUR50 billion in 2009 and had approximately 105,000 employees as of the end of the year. BASF shares are traded on the stock exchanges in Frankfurt (BAS), London (BFA) and Zurich (AN). Further information on BASF is available on the Internet at: www.basf.com.

About INEOS

INEOS is the world's third largest chemicals group and a leading manufacturer of petrochemicals, speciality chemicals and oil products. Comprising 15 businesses and with a production network spanning 51 manufacturing facilities in 13 countries, the group produces more than 40 million tonnes of petrochemicals and 20 million tonnes per annum of crude oil refined products (fuels) each year. INEOS employs 15,000 people and has annual sales of around $ 29bn. Further information about INEOS is available on the internet at: http://www.ineos.com.

INEOS Industries Holdings Limited

INEOS Industries Holdings Limited is a wholly owned subsidiary of INEOS AG, comprising INEOS ABS, INEOS Styrenics, INEOS Melamines and INEOS Bio. INEOS Industries is not a part of INEOS Group Limited.

Forward-looking statements

This release contains forward-looking statements based on current experience, estimates and projections of BASF's and INEOS' management and currently available information. They are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict and are based upon assumptions as to future events that may not prove to be accurate. Many factors could cause the actual results, performance or achievements of BASF and INEOS to be materially different from those that may be expressed or implied by such statements. BASF and INEOS do not assume any obligation to update the forward-looking statements contained in this release.

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Language:   English Company: BASF SE Carl-Bosch-Straße 38 67056 Ludwigshafen Deutschland Phone: +49 (0)621 60-0 Fax: +49 (0)621 60-4 25 25 E-mail:

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Internet:

www.basf.com

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