Disclosures According to Sections 289a and 315a of the German Commercial Code (HGB) and Explanatory Report of the Board of Executive Directors According to Section 176(1) Sentence 1 of the German Stock Corporation Act (AktG)

Share capital and shares

As of December 31, 2024, the subscribed capital of BASF SE stood at €1,142,428,369.92, divided into 892,522,164 registered no-par-value shares. Each share entitles the holder to one vote at the Annual Shareholders’ Meeting. Restrictions on the right to vote or transfer shares do not exist. The same rights and duties apply to all shares. According to the Statutes, shareholders are not entitled to receive share certificates (issuance of share certificates). There are neither different classes of shares nor shares with preferential voting rights.

Appointment and dismissal of members of the Board of Executive Directors

The appointment and dismissal of members of the Board of Executive Directors is legally governed by the regulations in Article 39 of the SE Council Regulation, section 16 of the SE Implementation Act and sections 84 and 85 AktG as well as Article 7 of the Statutes of BASF SE. Accordingly, the Supervisory Board determines the number of members of the Board of Executive Directors (at least two), appoints the members of the Board of Executive Directors and can nominate a chair as well as one or more vice chairs. The members of the Board of Executive Directors are appointed for a maximum of five years. The maximum initial term of appointment is three years. Reappointments are permissible. The Supervisory Board can dismiss a member of the Board of Executive Directors if there is serious cause to do so. Serious cause includes, in particular, a gross breach of the duties pertaining to the Board of Executive Directors and a vote of no confidence by the Annual Shareholders’ Meeting. The Supervisory Board decides on appointments and dismissals according to its own best judgment.

Amendments to the Statutes

According to Article 59(1) of the SE Council Regulation, amendments to the Statutes of BASF SE require a resolution of the Annual Shareholders’ Meeting adopted with at least a two-thirds majority of the votes cast, provided that the legal provisions applicable to German stock corporations under the German Stock Corporation Act (AktG) do not stipulate or allow for larger majority requirements. In the case of amendments to the Statutes, section 179(2) AktG requires a majority of at least three-quarters of the subscribed capital represented. Pursuant to Article 12(6) of the Statutes of BASF SE, the Supervisory Board is authorized to resolve on amendments to the Statutes that merely concern their wording. This applies in particular to the adjustment of the share capital and the number of shares after the redemption of repurchased BASF shares and after an issue of shares from authorized capital.

Authorized capital

By way of a resolution of the Annual Shareholders’ Meeting on April 25, 2024, the Board of Executive Directors of BASF SE is authorized, with the consent of the Supervisory Board, to increase, until April 24, 2029, on a one-off basis or in portions on a number of occasions, the company’s share capital by a total of up to €300 million by issuing new shares against contributions in cash or in kind (authorized capital 2024). A right to subscribe to the new shares is to be granted to shareholders. This can also be achieved by a credit institution acquiring the new shares with the obligation to offer these to shareholders (indirect subscription right). The Board of Executive Directors is authorized to exclude the statutory subscription right of shareholders to a maximum amount of a total of 10% of share capital in certain exceptional cases that are defined in Article 5(8) of the BASF SE Statutes. This applies in particular if, for capital increases in return for cash contributions, the issue price of the new shares is not substantially lower than the stock market price of BASF shares and the total number of shares issued under this authorization does not exceed 10% of the shares currently in issue or, in eligible individual cases, to acquire companies or shareholdings in companies in exchange for surrendering BASF shares.

Conditional capital

By way of a resolution of the Annual Shareholders’ Meeting on April 29, 2022, the share capital was increased conditionally by up to €117,565,184 by issuing up to 91,847,800 new shares. The contingent capital increase serves to grant shares to the holders of convertible bonds or warrants attached to bonds with warrants of BASF SE or a subsidiary, which the Board of Executive Directors is authorized to issue up to April 28, 2027, by way of a resolution of the Annual Shareholders’ Meeting on April 29, 2022. A right to subscribe to the bonds is to be granted to shareholders. The Board of Executive Directors is authorized to exclude the shareholders’ subscription right in certain exceptional cases – as defined in Article 5(9) of the BASF SE Statutes.

Authorization of share buybacks

At the Annual Shareholders’ Meeting on April 29, 2022, the Board of Executive Directors was authorized to purchase up to 10% of the BASF shares in issue at the time of the resolution (10% of the company’s share capital) until April 28, 2027. At the discretion of the Board of Executive Directors, 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 for the submission of offers to sell or by other means in accordance with section 53a AktG. The Board of Executive Directors is authorized to sell the repurchased company shares again: (a) on a stock exchange; (b) through an offer directed to all shareholders; (c) 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 (d) with the approval of the Supervisory Board, to third parties for contributions in kind, particularly in connection with the acquisition of companies, parts of companies or shares in companies (including increases in shareholdings) or within the scope of corporate mergers. In the cases specified under (c) and (d), the shareholders’ subscription right is excluded. The Board of Executive Directors is furthermore authorized to retire the shares bought back and to reduce the share capital by the proportion of the share capital accounted for by the retired shares.

Rights during a change of control

Bonds issued by BASF SE and its subsidiaries grant the bearer the right to request early repayment of the bonds at nominal value if, after the date of issue of the bond, one person – or several persons acting together – hold or acquire a volume of BASF SE shares that corresponds to more than 50% of the voting rights (change of control as a result of a takeover bid) and one of the rating agencies named in the bond’s terms and conditions withdraws its rating of BASF SE or the bond or reduces it to a noninvestment grade rating within 120 days of the change of control event.

The compensation system for the Board of Executive Directors, which was approved by the Annual Shareholders’ Meeting on April 25, 2024, provides for the following in the event of a change of control: A change of control is assumed when a shareholder informs BASF SE of a shareholding of at least 25% of the BASF shares or the increase of such a holding. If the appointment to the Board of Executive Directors is revoked by the Supervisory Board within one year of a change of control, the member of the Board of Executive Directors will receive the compensation outstanding until the end of the regular term as a one-off payment; however, the value of two annual compensations may not be exceeded. The compensation system, on the other hand, does not provide for any special indemnity related to a change of control should a member of the Board of Executive Directors unilaterally terminate the contract prematurely in such a case.

Employees of BASF SE and its subsidiaries who are classed as senior executives of the BASF Group will receive a severance payment if their contract of employment is terminated by the company within 18 months of a change of control event, unless the employees have given cause for the termination by culpable conduct on their part. The employees whose service contracts have been terminated in such a case will receive a maximum severance payment of 1.5 times the annual salary (fixed component) depending on the number of months that have passed since the change of control event. The remaining specifications stipulated in sections 289a and 315a HGB refer to situations that are not applicable to BASF SE.

• More information on bonds issued by BASF SE

Directors’ and officers’ liability insurance

BASF SE has taken out liability insurance that covers the activities of members of the Board of Executive Directors and the Supervisory Board (directors’ and officers’ liability insurance). This insurance policy provides for the level of deductibles of 10% of damages up to 1.5 times the fixed annual compensation for the Board of Executive Directors as prescribed by section 93(2) sentence 3 AktG.

Information on the auditor

BASF SE’s Supervisory Board, acting on the recommendation of the Audit Committee and after conducting a tendering process in line with the EU Statutory Audit Regulation (Regulation [EU] no. 537/2014 of the European Parliament and of the Council of April 16, 2014), resolved to propose to the Annual Shareholders’ Meeting in 2024 that Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, Germany, be elected as auditor for BASF SE’s Financial Statements and the BASF Group’s Consolidated Financial Statements for the 2024 business year, as well as for the auditor’s review of the Half-Year Financial Report 2024. It was legally required to change the auditor starting from the 2024 business year, as the previous auditor KPMG had reached the maximum period for annual audits shortened by the Financial Market Integrity Strengthening Act when auditing the 2023 Financial Statements. The selection process pursuant to the EU Statutory Audit Regulation was conducted at an early stage in order to give the new auditor enough time to complete nonaudit services, in this way ensuring its independence and a seamless transition.

The Annual Shareholders’ Meeting on April 25, 2024, accepted the proposal of the Supervisory Board by electing Deloitte GmbH Wirtschaftsprüfungsgesellschaft as the auditor of the BASF Group Consolidated Financial Statements and Individual Financial Statements of BASF SE for the 2024 business year, as well as the Combined Management’s Report and the auditor’s review of the Half-Year Financial Report 2024. The Supervisory Board’s Audit Committee also engaged Deloitte GmbH Wirtschaftsprüfungsgesellschaft to carry out the voluntary audit of the Nonfinancial Statement for 2024. Deloitte member firms also audit the majority of BASF Group companies included in the Consolidated Financial Statements. The auditor responsible for the Consolidated Financial Statements is Michael Mehren. Auditor Stefan Dorissen is responsible for the Individual Financial Statements. Information on the total fee paid to Deloitte and auditing firms of the Deloitte group by BASF SE and other BASF Group companies for nonaudit services, in addition to the auditing fee, can be found in Note 31 to the Consolidated Financial Statements.