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Last Update: 03/12/2009
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Part of the audited Consolidated Financial Statements and Management´s Analysis

Disclosure according to Section 315 (4) of the German Commercial Code and the explanatory report of the Board of Executive Directors according to Section 175 (2) of the German Stock Corporation Act

As of December 31, 2008, the subscribed capital of BASF SE amounted to €1,181,604,565.76, divided into 923,128,567 bearer shares with no par value (thereof 4,649,873 bought back and designated for cancellation).Each share shall, at an Annual Meeting, entitle the holder to one vote. Restrictions on the right to vote or transfer shares do not exist. The same rights and duties are associated with all shares. According to the statutes, shareholders are not entitled to securitized shares (issued share certificates). There are neither different classes of shares nor shares with preferential voting rights (golden shares).

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, 85 of the German Stock Corporation Act as well as Section 7 of the BASF SE statutes. Members of the Board of Executive Directors are appointed and dismissed by the Supervisory Board according to these Acts. The members of the Board of Executive Directors are appointed for a maximum of five years, re-appointments being permissible. The Supervisory Board can dismiss a member of the Board of Executive Directors if there is significant reason to do so. Examples include, in particular, a gross breach of the duties pertaining to the Board of Executive Directors or a motion of no confidence at the Annual Meeting. Appointments and dismissals are decided by the Supervisory Board according to their dutiful discretion.

Amendments to the statutes of BASF SE require a resolution on the Annual Meeting adopted with at least a two-thirds majority of the votes cast, provided that the legal provisions applicable to German public limited liability companies do not stipulate or allow for larger majority requirements (Section 59, paragraph 1 SE Council Regulation). In the case of amendments to the statutes, the German Stock Corporation Act (Section 179, paragraph 2) requires a majority of at least three quarters, of the subscribed capital represented. Pursuant to Art. 12 No. 6 of the statutes of BASF SE, the Supervisory Board is authorized to make amendments to the statutes which only concern their wording. This applies, in particular to the alignment of share capital and the number of shares after a BASF share buyback and after a new issue of shares from the authorized capital.

Until May 1, 2009, the Board of Executive Directors of BASF SE is empowered by a resolution passed at the Annual Meeting of April 29, 2004 to increase the subscribed capital, with the consent of the Supervisory Board, by a total amount of €500 million through the issue of new shares (authorized capital). This includes the authorization of the Board of Executive Directors to exclude the statutory subscription right of the shareholders in certain cases outlined in Section 5, paragraph 8 in the BASF SE statutes. Such cases include the acquisition of companies, parts of companies or holdings in companies, in return for the transfer of BASF shares and capital increases in return for cash contributions, provided that the issue price of the new shares is not substantially lower than the stock market price of the BASF share and the total number of shares issued under this authorization is not more than 10% of the subscribed capital on the date of issue.

The Annual Meeting of April 24, 2008, empowered the Board of Executive Directors to buy back up to 10% of the shares until 23 October, 2009. The shares will be purchased at the discretion of the Board of Executive Directors, via the stock exchange or a public purchase offer addressed to all shareholders. The Board is empowered to cancel the shares bought back and to reduce share capital by the portion of the cancelled shares in the share capital. The shares bought back can be reissued after a resolution of the Annual Meeting passed with a three-quarters majority. However, notwithstanding the above, the Board of Executive Directors is authorized, with consent of the Supervisory Board to use the shares bought back for the acquisition of companies, parts of companies or holdings in companies without a resolution from the Annual Meeting.

In the case of a change of control, members of the Board of Executive Directors shall, under certain additional conditions, receive compensation details of which are listed in the compensation report. A change of control is assumed when a shareholder informs BASF of a shareholding of at least 25% or the increase of such a holding. In addition, employees of BASF SE and its subsidiaries who are designated as ‘executives’ (Obere Führungskräfte) will receive a severance payment if their contract of employment is terminated by BASF within 18 months after the change-of-control event, provided the employee has not given cause for the termination. The employee whose service contract has been terminated in such a case will receive a severance payment to the maximum 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 Section 315, paragraph 4 of the German Commercial Code refer to situations that are not applicable to BASF SE.

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