BASF Report 2021 Corporate Governance – Corporate Governance Report 168 Shareholders’ rights cerning any item on the agenda and to request information about the same manner, BASF follows all of the nonobligatory suggestions company issues insofar as this is necessary to make an informed of the German Corporate Governance Code. At a glance judgment about the item on the agenda under discussion. Regis- The joint Declaration of Conformity 2021 by the Board of Executive Directors and Supervisory Board of tered shareholders are also entitled to file motions pertaining to BASF SE is rendered on page 184 ▪ Shareholders exercise rights of co-administration and proposals for resolutions made by the Board of Executive Directors For more information on the Declaration of Conformity 2021, the implementation of the Code’s suggestions and the German Corporate Governance Code, see basf.com/en/corporategovernance supervision at Annual Shareholders’ Meeting and Supervisory Board at the Annual Shareholders’ Meeting and to ▪ One share, one vote contest resolutions of the Meeting and have them evaluated for their lawfulness in court. Shareholders who hold at least €500,000 of the Disclosures according to section 315a of the company’s share capital, a quota corresponding to 390,625 shares, German Commercial Code (HGB) and explanatory Shareholders exercise their rights of co-administration and super- are furthermore entitled to request that additional items be added to report of the Board of Executive Directors vision at the Annual Shareholders’ Meeting, which usually takes the agenda of the Annual Shareholders’ Meeting. according to section 176(1) sentence 1 of place within the first five months of the business year. The Annual the German Stock Corporation Act (AktG) Shareholders’ Meeting elects half of the members of the Super- Due to assembly restrictions resulting from the coronavirus pan- visory Board and, in particular, resolves on the formal discharge of demic, the 2021 Annual Shareholders’ Meeting again took place As of December 31, 2021, the subscribed capital of BASF SE was the Board of Executive Directors and the Supervisory Board, the virtually without the physical presence of shareholders in accordance €1,175,652,728.32, divided into 918,478,694 registered shares distribution of profits, capital measures, the authorization of share with special regulations prescribed by the German Act on Measures with no par value. Each share entitles the holder to one vote at the buybacks, changes to the Statutes and the selection of the auditor. in Corporate Law, the Law of Cooperatives, Associations and Foun- Annual Shareholders’ Meeting. Restrictions on the right to vote or dations and Residential Property Law to Combat the Effects of the transfer shares do not exist. The same rights and duties apply to all Each BASF SE share represents one vote. All of BASF SE’s shares COVID-19 Pandemic (GesRuaCOVBekG), which was passed by the shares. According to the Statutes, shareholders are not entitled to are registered shares. Shareholders are obliged to have themselves lower house of the German parliament (Bundestag) in March 2020 receive share certificates. There are neither different classes of entered with their shares into the company share register and to and extended until the end of 2021 with few amendments. To shares nor shares with preferential voting rights (golden shares). provide the information necessary for registration in the share regis- ensure legally compliant execution of this special Annual Share- ter according to the German Stock Corporation Act. There are no holders’ Meeting format, whereby shareholders participated solely The appointment and dismissal of members of the Board of Execu- registration restrictions and there is no limit to the number of shares via electronic communication, some of the aforementioned share- tive Directors is legally governed by the regulations in Article 39 of that can be registered to one shareholder. Only the persons listed in holder rights and options for action were limited or handled in an the SE Council Regulation, section 16 of the SE Implementation Act the share register are entitled to vote as shareholders. Listed share- exceptional manner at this virtual meeting. After again being extended and sections 84 and 85 AktG as well as Article 7 of the Statutes of holders may exercise their voting rights at the Annual Shareholders’ by the Bundestag, these special provisions are valid for Annual BASF SE. Accordingly, the Supervisory Board determines the num- Meeting either personally, through a representative of their choice or Shareholders’ Meetings until August 31, 2022, as well. ber of members of the Board of Executive Directors (at least two), through a company-appointed proxy authorized by the share- appoints the members of the Board of Executive Directors, and can holders to vote according to their instructions. Individual instructions Implementation of the German Corporate nominate a chair, as well as one or more vice chairs. The members are only forwarded to the company on the morning of the day of the Governance Code (GCGC) of the Board of Executive Directors are appointed for a maximum of Annual Shareholders’ Meeting. Voting rights can be exercised five years. The maximum initial term of appointment is three years. according to shareholders’ instructions by company-appointed BASF advocates responsible corporate governance that focuses on Reappointments are permissible. The Supervisory Board can dis- proxies until the beginning of the voting process during the Annual sustainably increasing the value of the company. BASF SE follows miss a member of the Board of Executive Directors if there is serious Shareholders’ Meeting. There are neither voting caps to limit the all of the recommendations of the German Corporate Governance cause to do so. Serious cause includes, in particular, a gross breach number of votes a shareholder may cast nor special voting rights. Code in the version dated December 16, 2019 (Code 2020), the of the duties pertaining to the Board of Executive Directors and a BASF has fully implemented the principle of “one share, one vote.” version in force on submission of the Declaration of Conformity. In vote of no confidence by the Annual Shareholders’ Meeting. All shareholders entered in the share register are entitled to partici- The Supervisory Board decides on appointments and dismissals pate in the Annual Shareholders’ Meetings, to have their say con- according to its own best judgment.