13 – Equity

Subscribed capital and shares

Subscribed capital remains unchanged at €1,176 million and is divided into 918,478,694 registered shares with no par value. All shares are fully paid-up and entitled to dividends and voting rights. There are no preferential voting rights or restrictions on the right to transfer shares. BASF SE held 18,505,079 treasury shares as of June 30, 2022, for redemption purposes.

Authorized capital

In accordance with the resolution of the Annual Shareholders’ Meeting on May 3, 2019, the Board of Executive Directors was authorized, with the consent of the Supervisory Board, to increase, until May 2, 2024, on a one-off basis or in portions on a number of occasions, the company’s share capital by a total of up to €470 million by issuing new shares against contributions in cash or in kind. In principle, shareholders are entitled to a subscription right. However, the Board of Executive Directors is authorized, with the approval of the Supervisory Board, to exclude shareholders’ statutory subscription rights in the cases specified in the authorizing resolution. The Board of Executive Directors is authorized, with the consent of the Supervisory Board, to lay down the further content of the share rights and the details of the execution of the capital increase. The total shares issued on the basis of the above authorization with the exclusion of the shareholders’ subscription right in the case of capital increases in return for contributions in cash or in kind must not exceed 10% of the share capital at the time that this authorization comes into effect or – if this value is lower – at the time of its exercise. The proportionate amount of the share capital of those shares that are to be issued on the basis of convertible bonds and bonds with warrants granted during the term of this authorization under the exclusion of the subscription right, must be credited against the aforementioned ceiling of 10%. This authorization has not been exercised to date.

Conditional capital

The authorization to issue convertible bonds and bonds with warrants granted in 2017 expired on May 11, 2022. At the Annual Shareholders’ Meeting on April 29, 2022, the Board of Executive Directors was again authorized, with the approval of the Supervisory Board, up until April 28, 2027, on a one-off basis or in portions on more than one occasion to issue bearer or registered convertible bonds and/or bonds with warrants or a combination of these instruments with or without maturity limitations with a total nominal value of up to €10 billion and to grant or impose holders and/or creditors of these debt instruments conversion or option rights for up to 91,847,800 registered shares in the company with a pro rata amount of share capital of up to €117,565,184 subject to the respective terms and conditions of the debt instruments. The debt instruments can be issued in exchange for contributions in cash, but also for contributions in kind, particularly shareholdings in other companies.

In this connection, the share capital was increased conditionally by up to €117,565,184 by issuing a maximum of 91,847,800 new registered BASF shares. The conditional capital increase shall only be carried out to the extent to which holders of convertible bonds or warrants attached to bonds with warrants issued by the company or one of its subsidiaries up to April 28, 2027, under the authorization granted to the Board of Executive Directors, exercise their conversion or option rights and/or fulfill their conversion or option obligations, and provided that no other forms of fulfillment of delivery are used. The new BASF shares shall be issued at the conversion or option prices determined in each case in the terms and conditions of the debt instruments and/or the warrants in accordance with the above-mentioned authorization. The new BASF shares issued under this provision shall participate in profits from the beginning of the financial year in which they are issued. This authorization has not been exercised to date.

Authorization of share buybacks

By way of a resolution of the Annual Shareholders’ Meeting of May 12, 2017, the Board of Executive Directors was authorized to buy back shares until May 11, 2022, in accordance with section 71(1) no. 8 of the German Stock Corporation Act (AktG). On April 29, 2022, the Annual Shareholders’ Meeting resolved to again authorize the Board of Executive Directors to buy back shares until April 28, 2027. 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. AktG may at no point exceed 10% of the share capital. The shares can be bought back via the stock exchange, via a public purchase offer addressed to all shareholders, via a public request to shareholders or by other means in accordance with section 53a AktG.

In the period from January 11, 2022, to June 30, 2022, BASF SE acquired 18,505,079 of its own shares in various tranches via the stock exchange at a total purchase price of €1,075,584,063 for the purpose of redemption.

Capital reserves

Capital reserves include effects from BASF’s share program, premiums from capital increases and consideration for warrants and negative goodwill from the capital consolidation resulting from acquisitions of subsidiaries in exchange for the issue of BASF SE shares at par value.

Retained earnings

The change in legal reserves in the first half of 2022 was due to reclassifications from retained earnings.

Other retained earnings include, among other things, earnings generated in the past by companies included in the Consolidated Financial Statements and reserves recognized for the acquired treasury shares.

Payment of dividends

In accordance with the resolution of the Annual Shareholders’ Meeting on April 29, 2022, BASF SE paid a dividend of €3.40 per qualifying share from the retained profit of the 2021 fiscal year. With 903,468,202 qualifying shares at that time, this represented total dividends of €3,071,791,886.80. The remaining €856,529,452.43 in retained profits was allocated to retained earnings.