18. Capital, Reserves and Retained Earnings

Subscribed capital

BASF SE has only issued fully paid-up registered shares with no par value. There are no preferential rights or other restrictions.

The subscribed capital of BASF SE as of December 31, 2024 and December 31, 2023, was €1,142 million, divided into 892,522,164 qualifying shares with no par value.

Share buyback / treasury shares

By way of a resolution of the Annual Shareholders’ Meeting of April 29, 2022, the Board of Executive Directors was authorized to buy back shares until April 28, 2027, in accordance with section 71(1) no. 8 of the German Stock Corporation Act (AktG).

The buyback may not exceed 10% of the company’s share capital at the time the resolution was passed and can take place via the stock exchange, a public purchase offer addressed to all shareholders, or a public invitation to the shareholders to submit sales offers.

The Board of Executive Directors is authorized to redeem the shares bought back 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 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 that event, the Board of Executive Directors is authorized to adjust the number of shares in the Statutes.

The share buyback authorization was not utilized in 2024.

Authorized capital

In accordance with the resolution of the Annual Shareholders’ Meeting of 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 and thereby to also exclude shareholders’ statutory subscription right in certain cases (Authorized Capital 2019). This authorization was not exercised. It expired on May 2, 2024.

To enable the company to cover its future financial needs quickly and flexibly, new authorized capital was created against contributions in cash or in kind with the option to exclude the subscription right.

In accordance with the resolution of the Annual Shareholders’ Meeting of April 25, 2024, the Board of Executive Directors was authorized, with the consent of the Supervisory Board, to increase the company’s share capital by a total of up to €300 million on a one-off basis or in portions on a number of occasions until April 24, 2029, by issuing new registered shares with no par value against contributions in cash or in kind, and thereby to also exclude shareholders’ statutory subscription right in certain cases (Authorized Capital 2024).

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.

Shares issued during the term of this authorization on the basis of other capital measures excluding the subscription right must be credited against the aforementioned ceiling of 10%.

This new authorization was also not exercised in 2024.

Conditional capital

At the Annual Shareholders’ Meeting on April 29, 2022, the Board of Executive Directors was authorized, with the approval of the Supervisory Board, up to 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.

To hedge the subscription right to conversion and option rights issued under the authorization, the share capital was increased conditionally by up to €117,565,184 with the option of 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 had also not been exercised as of the end of the 2024 fiscal year.

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. In 2024, the valuation of BASF shares in connection with the BASF “plus” share program led to a decline in capital reserves of €0 million. In the previous year, capital reserves decreased by €9 million.

Retained earnings

Retained earnings include earnings generated in the past and in 2024 by companies included in the Consolidated Financial Statements.

Legal reserves rose by €22 million in 2024 and by €35 million in 2023 due to reclassifications from other retained earnings.

As part of the sale of Wintershall Dea’s E&P business to Harbour Energy plc, London, United Kingdom, the amount of €90 million from the remeasurement of defined benefit plans was reclassified to retained earnings in 2024. In 2023, the amount of €59 million from the remeasurement of defined benefit plans was reclassified to retained earnings.

Payment of dividends

In accordance with the resolution of the Annual Shareholders’ Meeting of April 25, 2024, BASF SE paid a dividend of €3.40 (previous year: €3.40) per qualifying share from the retained profit of the 2023 fiscal year. With 892,522,164 (previous year: 892,522,164) qualifying shares, this represented total dividends of €3,035 million (previous year: €3,035 million). The remaining €4,399 million (previous year: €814 million) in retained profits was allocated to retained earnings.