Buyback terms
Resolution on the authorization to buy back shares in accordance with Section 71(1) No. 8 of the German Stock Corporation Act and to put them to further use with the possibility of excluding shareholders’ subscription rights, including the authorization to redeem bought-back shares and reduce capital
a) The Board of Executive Directors was 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 was 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 was 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.