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Share Buyback

Since the start of this program in 1999 until September 2008 BASF has repurchased approx. 29 % of the shares outstanding. The repurchased shares were cancelled and the share capital of BASF SE reduced accordingly.

Share buybacks were stopped in the fourth quarter of 2008 due to the financial and economic crisis. The shareholders authorized further possible share buybacks at the Annual Shareholders‘ Meeting 2012.

Total price per year in million Euro

Chart: Share Buyback

Overview of share buyback program 1


Number of shares

% share capital

Average purchase price (€)

Total price (Million €)

2008

37,891,306

3.9

42.70

1,618

2007

42,990,000

4.3

44.18

1,899

2006

29,398,000

2.9

31.92

938

2005

52,124,458

4.8

27.53

1,435

2004

32,406,000

2.9

22.40

726

2003

27,346,000

2.4

18.28

500

2002

26,170,000

2.2

19.10

500

2001

61,550,000

5.0

21.11

1,299

2000

31,713,000

2.6

22.07

700

1999

15,792,400

1.3

16.19

256
1 Adjusted for 2:1 stock split in June 2008

Buyback terms

 

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

  1. The Board of Executive Directors was authorized to buy back Company shares up to May 11, 2022 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 shares will 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, or (iii) via a public request to the shareholders to submit sales offers ((ii) and (iii) hereinafter referred to as “public purchase 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 purchase offer, the Company can stipulate a fixed purchase price or a purchase price spread per share (excluding incidental purchase costs) within which it is willing to buy back shares. In the public purchase 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 spread during the period in the event of significant price changes. In the case of a purchase price spread, 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 offer by the Company to buy back shares, the purchase price offered or a purchase price spread per BASF share 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 official announcement. In the event of an adjustment of the purchase price spread by the Company, the last three trading days before the public announcement of the adjustment will be decisive.

    If shareholders are called on to submit offers for sale, 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 official announcement. In the event of an adjustment of the purchase price spread by the Company, the last three trading days before the public announcement of the adjustment will be decisive.

    If the number of shares tendered by the shareholders in the case of a public purchase 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.

  2. The Board of Executive Directors was authorized to sell or transfer Company shares purchased on the basis of the above authorizationa)
    1. via the stock exchange,
    2. through an offer addressed to all shareholders,
    3. with the approval of the Supervisory Board, to third parties 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
    4. 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 or in connection with corporate mergers.

      In the cases specified under c) and d), the shareholders’ subscription right is excluded. The Board of Executive Directors may only make use of the authorization under c) 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 – in the event this amount is lower – of the share capital at the time that the authorization is exercised.

  3. 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.

  4. The authorizations to buy back shares and to resell and redeem them according to Nos. 1 to 3 may 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.
Last Update 10 September 2018