Disclosure on share buyback according to art. 5 para. 1 lit. a) of the Regulation (EU) no. 596/2014 and art. 2 para. 1 of the Delegated Regulation (EU) no. 2016/1052
Ludwigshafen – January 11, 2022 – The share buyback as resolved by the Board of Executive Directors of BASF SE on January 4, 2022 and announced by BASF SE in the ad hoc release dated January 4, 2022 will commence on January 11, 2022. Company shares with a value of up to €3 billion (excluding incidental transaction charges), however, no more than 91.8 million shares, shall be acquired by December 31, 2023, at the latest. The buyback program serves the sole purpose of cancelling the repurchased shares. The Board of Executive Directors thereby exercises the authorization granted by the Annual Shareholders’ Meeting of BASF SE on May 12, 2017 to acquire company shares pursuant to section 71 para. 1 no. 8 of the German Stock Corporation Act (Aktiengesetz, AktG), allowing the repurchase of maximum 10 percent of the share capital until May 11, 2022; this equals 91.8 million shares. The share buyback shall be continued under a new authorization, subject to the granting of such new authorization to be approved by the Annual Shareholders’ Meeting on April 29, 2022 for the acquisition and use of company shares.
The buyback is lead-managed by a bank mandated by BASF SE according to art. 4 para. 2 lit b) of the Delegated Regulation (EU) no. 2016/1052 (hereinafter “Buyback Regulation”). The bank makes its trading decisions concerning the timing of the purchases of the shares independently of BASF SE. The right of BASF SE to terminate the mandate with the bank and to reassign it in compliance with legal provisions remains unaffected. The share buyback may be ceased, paused, and continued at any time, subject to compliance with legal provisions.
The buyback shall be implemented on the electronic trading platform of the Frankfurt Stock Exchange (Xetra) and at the most favorable terms and in line with the company’s interests as well as in line with the authorization of the Annual Shareholders’ Meeting that is applicable in each case. The purchase price per repurchased share (excluding incidental transaction charges) may neither exceed the market price of a BASF share on the trading day, as determined at the opening auction in the Xetra trading (or a comparable successor system) by more than 10 percent nor fall below such market price by more than 10 percent.
The bank is obligated to comply with the applicable regulatory provisions, especially the conditions for trading in art. 3 of the Buyback Regulation, in order for the share buyback to be covered by the safe harbor regulations for share buybacks, and with all applicable provisions. The Buyback Regulation requires, inter alia, that shares may not be purchased at a price higher than the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venue where the purchase is carried out, the higher of the two values being relevant. Furthermore, in accordance with the Buyback Regulation, no more than 25 percent of the average daily trading volume of the shares at the stock exchange where the purchase is carried out may be acquired. The average trading volume of shares is based on the average daily volume traded in the 20 trading days preceding the specific date of purchase.
The transactions will be announced pursuant to the requirements of art. 2 para. 3 of the Buyback Regulation no later than on the seventh trading day following their execution. Furthermore, BASF SE will publish the transactions on its website under www.basf.com/sharebuyback and ensure that the information will be publicly accessible for a period of at least five years from the date of public disclosure.
At BASF, we create chemistry for a sustainable future. We combine economic success with environmental protection and social responsibility. More than 110,000 employees in the BASF Group contribute to the success of our customers in nearly all sectors and almost every country in the world. Our portfolio is organized into six segments: Chemicals, Materials, Industrial Solutions, Surface Technologies, Nutrition & Care and Agricultural Solutions. BASF generated sales of €59 billion in 2020. BASF shares are traded on the stock exchange in Frankfurt (BAS) and as American Depositary Receipts (BASFY) in the U.S. Further information at www.basf.com.
Forward-looking statements and forecasts
This release contains forward-looking statements. These statements are based on current estimates and projections of the Board of Executive Directors and currently available information. Forward-looking statements are not guarantees of the future developments and results outlined therein. These are dependent on a number of factors; they involve various risks and uncertainties; and they are based on assumptions that may not prove to be accurate. BASF does not assume any obligation to update the forward-looking statements contained in this release above and beyond the legal requirements.