Additional Disclosures
The content of this section is not part of the statutory audit of the annual financial statements but has undergone a separate limited assurance by our auditor.
The content of this section is voluntary, unaudited information, which was critically read by the auditor.
Shareholders’ rights
Shareholders exercise their rights of coadministration and supervision at the Annual Shareholders’ Meeting, which usually takes place within the first five months of the business year. The Annual Shareholders’ Meeting elects half of the members of the Supervisory Board (shareholder representatives) and, in particular, resolves on the formal discharge of the Board of Executive Directors and the Supervisory Board, the distribution of profits, capital measures, the authorization of share buybacks, changes to the Statutes and the selection of the auditor.
Each BASF SE share represents one vote. All of BASF SE’s shares are registered shares. Shareholders are obliged to have themselves entered with their shares into the company share register and to provide the information necessary for registration in the share register according to the German Stock Corporation Act (AktG). There are no registration restrictions and there is no limit to the number of shares that can be registered to one shareholder. Only the persons listed in the share register are entitled to vote as shareholders. Listed shareholders may exercise their voting rights at the Annual Shareholders’ Meeting either personally, through a representative of their choice, through absentee voting, or through a company-appointed proxy authorized by the shareholders to vote according to their instructions. At the Annual Shareholders’ Meeting 2025, voting rights could be exercised according to shareholders’ instructions by company-appointed proxies until the end of the voting process. There are neither voting caps to limit the number of votes a shareholder may cast nor special voting rights. BASF has fully implemented the principle of “one share, one vote.” All shareholders entered in the share register are entitled to participate in the Annual Shareholders’ Meetings, to have their say concerning any item on the agenda and to request information about company issues insofar as this is necessary to make an informed judgment about the item on the agenda under discussion. Registered shareholders are also entitled to file motions pertaining to proposals for resolutions made by the Board of Executive Directors and Supervisory Board at the Annual Shareholders’ Meeting and to contest resolutions of the meeting and have them evaluated for their lawfulness in court. Shareholders who hold at least €500,000 of the company’s share capital, a quota corresponding to 390,625 shares, are furthermore entitled to request that additional items be added to the agenda of the Annual Shareholders’ Meeting.
The 2023 Annual Shareholders’ Meeting resolved a series of amendments to the Statutes in connection with the format of the Annual Shareholders’ Meeting and the participation options. Accordingly, the Board of Executive Directors is authorized to hold the Annual Shareholders’ Meeting or an Extraordinary Shareholders’ Meeting as a virtual meeting without the physical presence of shareholders or their proxies at the venue of the meeting. The 2025 Annual Shareholders’ Meeting renewed this authorization, which expired on May 8, 2025. It is now valid for a further period of two years until May 8, 2027.
The 2025 Annual Shareholders’ Meeting was held as a virtual Annual Shareholders’ Meeting on the basis of the authorization passed in 2023 pursuant to section 118a of the German Stock Corporation Act in conjunction with section 17(5) of the Statutes. The Annual Shareholders’ Meeting for 2026 is planned as an in-person Annual Shareholders’ Meeting.
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.
Share ownership by members of the Board of Executive Directors and the Supervisory Board
No member of the Board of Executive Directors or the Supervisory Board owns shares in BASF SE and related options or other derivatives that account for 1% or more of the share capital. Furthermore, the total volume of BASF SE shares and related financial instruments held by all members of the Board of Executive Directors and the Supervisory Board accounts for less than 1% of the shares issued by the company.
Share dealings of members of the Board of Executive Directors and the Supervisory Board
(Directors’ dealings to be notified and publicly disclosed under Article 19(1) of the EU MarketAbuse Regulation 596/2014 (MAR))
As legally stipulated by Article 19(1) MAR, all members of the Board of Executive Directors and the Supervisory Board as well as close family relatives are required to disclose the purchase or sale of financial instruments of BASF SE (for example, shares, bonds, options, forward contracts, swaps) to the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and to the company if transactions within the calendar year exceed the threshold of €20,000. In 2025, a total of 11 purchases by members of the Board of Executive Directors and the Supervisory Board of BASF SE and members of their families subject to disclosure were reported as directors’ dealings, involving between 883 and 21,198 BASF shares or BASF ADRs (American Depositary Receipts). The price per share was between €41.62 and €43.45. The volume of the individual transactions was between €37,469.49 and €901,767.98. The disclosed securities transactions are published on BASF SE’s website.
Information on the Auditor
BASF SE’s Supervisory Board, acting on the recommendation of the Audit Committee, resolved to propose to the Annual Shareholders’ Meeting in 2025 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 2025 business year, as well as for the auditor’s review of the Half-Year Financial Report 2025 and as auditor for sustainability reporting for the 2025 business year.
The Annual Shareholders’ Meeting on May 2, 2025, 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 2025 business year, as well as the Combined Management’s Report and the auditor’s review of the Half-Year Financial Report 2025 and as auditor for sustainability reporting for the 2025 business year. 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 since 2024 is Michael Mehren. Auditor Stefan Dorissen is responsible for the Individual Financial Statements since 2024. 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.