Agenda

The Supervisory Board approved the Financial Statements prepared by the Board of Executive Directors and the Consolidated Financial Statements of the BASF Group on February 23, 2022. The Financial Statements have thus been adopted according to Section 172 of the German Stock Corporation Act. Therefore, according to the statutory provisions, no resolution by the Annual Shareholders’ Meeting is planned for Item 1 of the Agenda. The documents specified above have been published on our website and can be accessed at www.basf.com/shareholdersmeeting.

The Board of Executive Directors and the Supervisory Board propose to pay a dividend of €3.40 per qualifying share from the profit retained by BASF SE in the 2021 business year in the amount of €3,928,321,339.23. If the shareholders approve this proposal, a total dividend of €3,105,716,345.60 will be payable on the 913,445,984 qualifying shares as of the date the Financial Statements for the financial year 2021 were prepared by the Board of Executive Directors (February 21, 2022).

The Board of Executive Directors and the Supervisory Board propose that the remaining profit retained of €822,604,993.63 be allocated to the retained earnings reserve.

The aforementioned number of qualifying shares takes into account that at the time of the preparation of the Financial Statements the company owned 5,032,710 of its own shares which are not entitled to dividends according to Section 71b of the German Stock Corporation Act. The number of qualifying shares will further decline by the time of the Annual Shareholders’ Meeting as a result of the share buy-back announced on January 4, 2022, and commenced by the company on January 11, 2022. The Board of Executive Directors and Supervisory Board will present to the Annual Shareholders’ Meeting an accordingly adapted proposal for a resolution on appropriation of profit, with an unchanged payout of €3.40 per qualifying share as well as accordingly adjusted figures for the total dividend payout and the allocation to retained earnings.

In accordance with Section 58(4) sentence 2 of the German Stock Corporation Act, claims to dividends are payable on the third business day following the Annual Shareholders’ Meeting, in this case on Wednesday, May 4, 2022.

The Board of Executive Directors and the Supervisory Board propose that formal approval be given to the actions of the members of the Supervisory Board of BASF SE for the 2021 business year.

The Supervisory Board and the Board of Executive Directors propose that formal approval be given to the actions of the members of the Board of Executive Directors of BASF SE for the 2021 business year.

The Supervisory Board proposes – based on the recommendation of its Audit Committee – that KPMG AG Wirtschaftsprüfungsgesellschaft, Frankfurt/Main, be appointed auditor of the Financial Statements and the Group Consolidated Financial Statements of BASF SE for the 2022 business year.

Following the amendment of the German Stock Corporation Act by the Second Shareholder Rights Directive (ARUG II), the Board of Executive Directors and Supervisory Board are obligated by Section 162 of the German Stock Corporation Act to prepare a Compensation Report which is to be presented to the Annual Shareholders’ Meeting for approval in accordance with Section 120a (4) of the German Stock Corporation Act. The Compensation Report for the 2021 business year and the auditor’s report on the audit of this Compensation Report can be found under III. in this invitation as well as on the company’s website at www.basf.com/compensationreport.

The Board of Executive Directors and the Supervisory Board propose that the Compensation Report for the 2021 business year be approved.

The Supervisory Board members Anke Schäferkordt and Franz Fehrenbach, elected by the Annual Shareholders’ Meeting on May 3, 2019, have announced they will be resigning their Supervisory Board mandates upon the conclusion of the Annual Shareholders’ Meeting 2022. 

Article 10 No. 4 sentence 2 of the Statutes stipulates that if a member of the Supervisory Board departs the Board, an election to appoint a substitute should be held at the next Annual Shareholders’ Meeting following the departure. In accordance with Article 10 No. 4 sentence 1 of the Statutes, the election is being held for the remainder of the term of the departing members, meaning until the conclusion of the Annual Shareholders’ Meeting in 2024.

In accordance with Article 40(2) and (3) of Regulation (EC) No. 2157/2001 of the Council of October 8, 2001, on the Statute for a European Company, Section 17 of the SE Implementation Act, Section 21(3) of the SE Participation Act and Article 10 No. 1 sentence 1 of the Statutes, the Supervisory Board is composed of twelve members. Six of the twelve members are elected by the Annual Shareholders’ Meeting. The other six members are elected by the employees in accordance with Article 10 No. 1 sentence 5 of the Statutes in combination with the provisions of the Agreement Concerning the Involvement of Employees in BASF SE of November 15, 2007 (SE Agreement), as amended by the Supplementary Agreement dated November 25, 2015.

Pursuant to Section 17(2) sentence 1 of the SE Implementation Act, the Supervisory Board must consist of at least 30 percent women and at least 30 percent men. The minimum quota is to be fulfilled by the Supervisory Board as a whole unless the shareholder or the employee side objects to joint compliance. The shareholder representative side objected to joint compliance. Consequently, the minimum quota must be fulfilled separately by the shareholder side and the employee side, which must each have at least two women and at least two men. The current composition of the Supervisory Board fulfills this minimum quota as the shareholder side and the employee side each comprise two women and four men.

Based on the recommendation of the Nomination Committee, the Supervisory Board nominates

a) Alessandra Genco, Rome, Italy
Chief Financial Officer, Leonardo SpA

b) Prof. Dr. Stefan Asenkerschbaumer, Stuttgart, Germany
Chairman of the Supervisory Board of Robert Bosch GmbH and Managing Partner of Robert Bosch Industrietreuhand KG

for election to the Supervisory Board as shareholder representatives, effective upon conclusion of the Annual Shareholders’ Meeting on April 29, 2022. If the proposed candidates are elected, the legal minimum quota for women and men would continue to be fulfilled on the shareholder side. The Annual Shareholders’ Meeting is not bound to these proposals for election. Taking into account the proposed candidates, the Nomination Committee is of the view that the Supervisory Board as a whole fulfills the principles for the composition of the Supervisory Board as adopted by the Supervisory Board, including the competence profile, and diversity concept. The principles for the composition of the Supervisory Board as well as its competence profile and diversity concept are published in the Corporate Governance Report 2021, which is accessible online as part of the BASF Report 2021 at www.basf.com/report.

According to the assessment of the Supervisory Board, both candidates are considered to be independent. Neither of the proposed candidates has business or personal relationships with BASF SE or one of its Group companies, the governing bodies of BASF SE or any significant shareholder in BASF SE, which would constitute a conflict of interest.

It is intended to have the Annual Shareholders’ Meeting vote separately on the nominations (individual election).

The profiles of the proposed candidates for the election, information about their mandates in supervisory boards and comparable supervisory bodies as well as other information are available here.

The Annual Shareholders’ Meeting last authorized the Board of Executive Directors to buy back shares in 2017. This authorization expires on May 11, 2022. Therefore, the possibility of buying back shares should be renewed in order to be able to further optimize the company’s capital structure, return capital to the shareholders, and further increase earnings per share in the interests of shareholders.

The Board of Executive Directors and the Supervisory Board propose that the following resolution be adopted:

a) The Board of Executive Directors is authorized to buy back shares up to April 28, 2027, in an amount of up to 10 percent of the company’s share capital at the time that the resolution was passed, or – in the event this amount is lower – of the share capital at the time that the authorization is exercised. The acquired shares in combination with other shares the company previously acquired and still holds or shares attributable to the company in accordance with Sections 71a et seq. of the German Stock Corporation Act may at no point exceed 10 percent of the share capital.

The shares are to be bought back at the discretion of the Board of Executive Directors (i) via the stock exchange, (ii) via a public purchase offer addressed to all shareholders, (iii) via a public request to the shareholders to submit sales offers or (iv) by other means in accordance with Section 53a of the German Stock Corporation Act ((ii) and (iii) hereinafter referred to as “public acquisition offer”).

If the purchase is effected on the stock exchange, the purchase price per share paid by the company (excluding incidental purchase costs) may not be more than 10 percent higher or lower than the price of a BASF share determined on the trading day by the opening auction in Xetra trading (or a comparable successor system at the Frankfurt Stock Exchange). 

In the event of a public acquisition offer, the company can stipulate a fixed purchase price or a purchase price range per share (excluding incidental purchase costs) within which it is willing to buy back shares. In the public acquisition offer, the company can specify a period for accepting or submitting the offer and the possibility of, and the conditions for, adjusting the purchase price range during the period in the event of significant price changes. In the case of a purchase price range, the purchase price will be determined using the sales prices specified in the shareholders’ acceptance or submission declarations and the buy-back volume fixed by the Board of Executive Directors after the end of the offer period.

In the event of a public purchase offer, the purchase price offered per BASF share (excluding incidental purchase costs) may not be more than 10 percent higher or lower than the average closing price of a BASF share in Xetra trading (or a comparable successor system at the Frankfurt Stock Exchange) on the last three trading days prior to the day of the public announcement.

In the event that shareholders are publicly requested to submit sales offers, the purchase price per BASF share determined on the basis of the submitted offers (excluding incidental purchase costs) may not be more than 10 percent higher or lower than the average closing price of a BASF share in Xetra trading (or a comparable successor system at the Frankfurt Stock Exchange) on the last three trading days prior to the day of the publication of the public request to submit sales offers.

The particular details of the individual purchase, especially a public acquisition offer, shall be determined by the Board of Executive Directors. If the number of shares tendered by the shareholders in the case of a public acquisition offer exceeds the purchase volume planned by the company or fixed after the end of the offer period, the company can exclude the shareholders’ right to tender (a) for a preferential consideration of tenders with a low number of up to 100 shares per shareholder and (b) for an acquisition of shares in the ratio of the tendered shares. 

If, following the publication of a public purchase offer, the trading price deviates significantly from the offered purchase and/or sale price or from the upper and lower limits of any purchase price range, the offer can be adjusted. In this case, the closing price in Xetra trading (or a comparable successor system at the Frankfurt Stock Exchange) on the third trading day prior to the public announcement of the adjustment shall be relevant. In this case, the purchase price limitation of 10 percent higher or lower will apply to this closing price.

b) The Board of Executive Directors is authorized to sell or transfer company shares purchased on the basis of the above authorization

i. via the stock exchange,

ii. through an offer addressed to all shareholders,

iii. with the approval of the Supervisory Board, to third parties by means other than via the stock exchange or through an offer addressed to all shareholders in return for cash payment at a price that is not significantly lower than the stock exchange price of a BASF share at the time of the sale, or

iv. with the approval of the Supervisory Board, to third parties in return for non-cash benefits, particularly in connection with the acquisition of companies, parts of companies or participations in companies (including the increase of existing holdings) or in connection with corporate mergers.

In the cases specified under iii. and iv., the shareholders’ subscription right is excluded. The Board of Executive Directors may only make use of the authorization under iii. in such a way that the sum of the company’s own shares sold under exclusion of the subscription right according to Section 186(3) sentence 4 of the German Stock Corporation Act and the shares issued during the term of this authorization from authorized capital with the exclusion of the subscription right according to Section 186(3) sentence 4 of the German Stock Corporation Act in return for cash does not as a whole exceed 10 percent of the share capital at the time this authorization comes into force or at the time the authorization is exercised.

c) The Board of Executive Directors is authorized to redeem the shares bought back by virtue of the authorization without a further resolution of the Annual Shareholders’ Meeting and to reduce the share capital by the proportion of the share capital accounted for by the redeemed shares. The Board of Executive Directors can also redeem the shares by a simplified process without reducing the share capital so that the proportion of the other shares in relation to the share capital is increased through the redemption. In the event that the shares are redeemed by the simplified process without any reduction of the share capital, the Board of Executive Directors is authorized to adjust the number of shares in the Statutes.

d) The authorizations to buy back shares and to resell and redeem them according to Sections 1 to 3 may each be exercised wholly or partially one or more times. The authorizations to buy back company shares and to resell them may also be carried out, at the discretion of the Board of Executive Directors, by companies of the BASF Group or by third parties for the account of the company or Group companies.