Buyback terms

Resolution on the cancellation of the current authorization and the grant of a new authorization to buy back shares pursuant to Section 71(1) No. 8 of the German Stock Corporation Act and to use such shares with the possibility of excluding shareholders’ subscription rights and rights to tender

  

The Annual Shareholders’ Meeting last authorized the Board of Executive Directors to buy back shares in 2022. On the basis of this authorization, the Board of Executive Directors resolved a share buyback program with a volume of up to €1.5 billion on October 28, 2025. This buyback program was launched in November 2025 and is scheduled to be completed by the end of June 2026. It is part of the share buyback in a total amount of €4 billion by the end of 2028 announced at the Capital Markets Day in September 2024. As at March 10, 2026, BASF SE has bought back 17,582,482 shares under this share buyback program at a total price of €789,317,609.98, taking into account that further own shares have been acquired by the company after the date of adoption of the financial statements by the Board of Executive Directors. Before that, around 10.9 million shares were bought back under this authorization between May 2022 and February 2023 and redeemed in 2023. The current authorization will expire on April 28, 2027, and is intended to be cancelled prematurely and replaced by a new authorization to buy back shares in particular in order to create the conditions for the share buyback with a total volume of €4 billion until the end of 2028 announced by the Board of Executive Directors at the Capital Markets Day in September 2024.

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

a) The authorization resolved by the Annual Shareholders’ Meeting on April 29, 2022, under Item 8 of the Agenda and limited until April 28, 2027, to buy back and use own shares will be cancelled, insofar as it has not been exercised, when the new authorization proposed under lit. b) to lit. f) (inclusive) of this Item 8 of the Agenda becomes effective.

b) The Board of Executive Directors is authorized until April 29, 2031, to buy back shares for any lawful purpose in an amount of up to 10 percent of the company’s share capital at the time the resolution is passed by the Annual Shareholders’ Meeting or – if this value is lower – of the company’s share capital at the time this 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 time exceed 10 percent of the share capital. The authorization must not be used for the purpose of trading repurchased shares.

The shares may be acquired at the discretion of the Board of Executive Directors (i) via the stock exchange, (ii) via a multilateral trading facility within the meaning of Section 2(6) of the German Stock Exchange Act (hereinafter “MTF”), (iii) through a public purchase offer addressed to all shareholders, or (iv) through a public exchange offer in exchange for shares in a listed company within the meaning of Section 3(2) of the German Stock Corporation Act. Offers under (iii) and (iv) can also be made by way of an invitation to the shareholders to submit offers.

If the acquisition takes place via the stock exchange or an MTF, the amount per share paid by the company (excluding incidental acquisition costs) may not exceed or fall short of by more than 10 percent the price of a share determined on the trading day by the opening auction in Xetra trading (or a functionally comparable successor system to the Xetra system) on the Frankfurt Stock Exchange.

If the acquisition takes place through a public purchase offer, the offered purchase price or the upper and lower limits of the offered purchase price range per share (excluding incidental acquisition costs) may not exceed by more than 10 percent or fall short of by more than 20 percent the average closing auction price of the share in Xetra trading (or a functionally comparable successor system to the Xetra system) on the Frankfurt Stock Exchange on the last three trading days prior to the day of the Board of Executive Directors’ decision on the offer or acceptance of offers made by the shareholders.

If the acquisition takes place through a public exchange offer in exchange for shares in a listed company (hereinafter “Exchange Shares”), the exchange price offered per share (in the form of Exchange Shares, fractional shares (if any) and/or any cash component, in each case excluding incidental acquisition costs) may not exceed by more than 10 percent or fall short of by more than 20 percent the relevant value of a share. The relevant value of the shares and the Exchange Shares is determined on the basis of the closing auction price of each share in Xetra trading (or in a functionally comparable successor system to the Xetra system) on the Frankfurt Stock Exchange on the last three trading days prior to the day of the Board of Executive Directors’ decision on the offer or acceptance of offers made by the shareholders. If Exchange Shares are not traded in the Xetra system, the closing auction price of the stock exchange on which the Exchange Shares achieved the highest trading volume in the previous calendar year shall be relevant.

If, following the publication of a public purchase offer or public exchange offer or invitation to submit offers, the trading price deviates significantly from the offered purchase or selling price or from the upper and lower limits of any purchase price range, the company may adjust the offer. In this case, the closing price in Xetra trading (or in a functionally comparable successor system to the Xetra system) at the Frankfurt Stock Exchange on the last trading day prior to the final decision of the Board of Executive Directors on the adjustment shall be relevant. In this case, the relevant limits of 10 percent and 20 percent, which the purchase price or exchange price (as applicable) may not exceed or fall short of, refer to the closing price.

If the number of shares tendered or offered by shareholders for purchase or exchange exceeds the total volume which the company intends to acquire, the acquisition may be effected in proportion to the number of shares tendered or offered by each shareholder; in addition, a preferential treatment or acceptance of small lots of up to 100 shares tendered or offered per shareholder as well as rounding according to commercial principles may be provided for. In this respect, any further tender rights of the shareholders are excluded.

The Board of Executive Directors will determine the further details of the relevant acquisition. The Board of Executive Directors may also stipulate further conditions.

c) The Board of Executive Directors is authorized to use the shares in the company acquired on the basis of the above authorization – in addition to selling them via the stock exchange or through an offer with subscription rights to all shareholders – for any lawful purpose, in particular as follows:

i) With the approval of the Supervisory Board the shares may be sold otherwise than via the stock exchange or through an offer to the shareholders, if they are sold for cash at a price that is not significantly lower than the stock market price of the shares in the company at the time of the sale. This authorization is, however, subject to the requirement that the total number of shares sold with the exclusion of shareholders’ subscription rights pursuant to Section 186(3) sentence 4 of the German Stock Corporation Act shall not exceed 10 percent of the share capital, neither at the time this authorization becomes effective nor at the time of its exercise. Shares that are issued from authorized capital during the term of this authorization with the exclusion of shareholders’ subscription rights pursuant to Section 186(3) sentence 4 of the German Stock Corporation Act as well as shares required to be issued to service bonds (including profit participation rights) carrying conversion or option rights or conversion obligations shall be counted towards this 10 percent limit, provided that these bonds or profit participation rights are issued during the term of this authorization with the exclusion of shareholders’ subscription rights in analogous application of Section 186(3) sentence 4 of the German Stock Corporation Act.

ii) With the approval of the Supervisory Board the shares may be sold for non-cash consideration, particularly in connection with the acquisition of companies or participations in companies.

iii) The shares may be used to fulfill conversion or option rights or conversion obligations under bonds (including profit participation rights) issued by the company or any of its group companies. 

iv) The shares may be offered for purchase to employees of the company or any of its group companies. The shares may also be transferred to a third party if it is legally guaranteed that the third party will offer such shares for purchase to the aforementioned employees.

v) The shares may be redeemed without an additional resolution by the Annual Shareholders’ Meeting authorizing such redemption of shares or its implementation being required. The redemption will result in a reduction of the share capital. Deviating from this, the Board of Executive Directors may decide that the share capital remains unchanged when redeeming shares and that, instead, the redemption will increase the pro rata amount of the share capital represented by the remaining shares pursuant to Section 8(3) of the German Stock Corporation Act. In this case, the Board of Executive Directors is authorized to amend the number of shares stated in the Statutes.

d) The authorizations under lit. c) also apply to the use of shares in the company acquired on the basis of earlier authorization resolutions in accordance with Section 71(1) No. 8 of the German Stock Corporation Act and to shares acquired by group companies or in accordance with Section 71d sentence 5 of the German Stock Corporation Act.

e) The authorizations under lit. c) may be exercised independently of each other, once or several times, in whole or in part, individually or jointly. The authorizations under lit. c) i) through iv) may also be exercised by companies controlled or majority-owned by the company or by third parties acting for the account of such companies or for the account of the company.

f) The shareholders’ subscription rights relating to the acquired own shares shall be excluded to the extent to which such shares are used in accordance with lit. c) i) through iv) above. Furthermore, the Board of Executive Directors is authorized, in the event of a sale of the company’s own shares through an offer to all shareholders, to grant holders of bonds (including profit participation rights) carrying conversion or option rights or conversion obligations issued by the company or any of its group companies subscription rights to these shares to the extent they would be entitled to after having exercised the conversion or option right or after any conversion obligation has been fulfilled; to this extent, the shareholders’ subscription rights are excluded. Furthermore, the shareholders’ subscription rights with regard to fractional amounts may be excluded in the event of a public offer to acquire own shares.

During the term of this authorization, the total number of the company’s own shares used with the exclusion of shareholders’ subscription rights shall not represent a pro rata amount of more than 10 percent of the share capital at the time this authorization becomes effective or – if this value is lower – at the time of its exercise. If, during the term of this authorization and until it is exercised, other authorizations to issue or sell shares in the company or to issue rights that enable or oblige the subscription of shares in the company are exercised and shareholders’ subscription rights are excluded in the process, this shall be counted towards the aforementioned 10 percent limit.

The written report of the Board of Executive Directors pursuant to Article 9 of Council Regulation (EC) No 2157/2001 of October 8, 2001, on the Statute for a European company (hereinafter “SE Regulation”) in conjunction with Section 71(1) No. 8 of the German Stock Corporation Act in conjunction with Section 186(4) sentence 2 of the German Stock Corporation Act on the reasons for the authorization granted to the Board of Executive Directors to exclude shareholders’ subscription rights is reproduced following this Agenda under No. IV. and will be accessible online at www. basf.com/shareholdersmeeting from the date of the convening of the Annual Shareholders’ Meeting and also during the Annual Shareholders’ Meeting.