BASF Report 2021 Consoli dated Financial Statements – Notes 249 19 Capital, reserves and retained earnings convertible bonds and/or bonds with warrants, or combinations of Subscribed capital these instruments, with or without maturity limitations up to a Authorized capital nominal value of €10 billion until May 11, 2022. The notional interest Subscribed capital remained unchanged year on year at in the share capital attributable to the BASF shares to be issued in €1,176 million and comprises 918,478,694 qualifying shares. BASF SE has only issued fully paid-up registered shares with no par connection with the debt instruments issued under this authorization value. There are no preferential voting rights or other restrictions. may not exceed 10% of the share capital. Capital reserves BASF SE does not hold any treasury shares. In this connection, the share capital was increased conditionally by Capital reserves include effects from BASF’s share program, In accordance with the resolution of the Annual Shareholders’ up to €117,565,184 by issuing a maximum of 91,847,800 new premiums from capital increases and consideration for warrants and Meeting on May 3, 2019, the Board of Executive Directors was registered BASF shares. The conditional capital increase will only be negative goodwill from the capital consolidation resulting from authorized, with the consent of the Supervisory Board, to increase, carried out to the extent to which holders of convertible bonds, or acquisitions of subsidiaries in exchange for the issue of BASF SE until May 2, 2024, on a one-off basis or in portions on a number of warrants attached to bonds with warrants issued, exercise their shares at par value. occasions, the company’s share capital by a total of up to €470 mil- conversion or option rights. This authorization had not been lion by issuing new shares against contributions in cash or in kind. In exercised as of the end of the 2021 fiscal year. Retained earnings principle, shareholders are entitled to a subscription right. However, the Board of Executive Directors is authorized, with the approval of Authorization of share buybacks The acquisition of shares in companies that BASF already controls the Supervisory Board, to exclude shareholders’ statutory subscrip- or that are included in the Consolidated Financial Statements as a tion rights in the cases specified in the authorizing resolution. The By way of a resolution of the Annual Shareholders’ Meeting of joint arrangement is treated as a transaction between shareholders, Board of Executive Directors is authorized, with the consent of the May 12, 2017, the Board of Executive Directors was authorized to as long as this does not lead to a change in the consolidation Supervisory Board, to lay down the further contents of the share buy back shares until May 11, 2022, in accordance with section 71(1) method. There were no material transactions of this type in 2021, as rights and the details of the execution of the capital increase. The no. 8 of the German Stock Corporation Act (AktG). The buyback in the previous year. total shares issued on the basis of the above authorization with the may not exceed 10% of the company’s share capital at the time the exclusion of the shareholders’ subscription right in the case of resolution was passed and can take place via the stock exchange, Retained earnings capital increases in return for contributions in cash or in kind must a public purchase offer addressed to all shareholders, or a public Million € not exceed 10% of the share capital at the time that this authoriza- invitation to the shareholders to submit sales offers. This authoriza- December 31, December 31, 2021 2020 tion comes into effect or – if this value is lower – at the time of its tion has not been exercised. Legal reserves 958 901 exercise. The proportionate amount of the share capital of those shares that are to be issued on the basis of conversion or option On January 4, 2022, the Board of Executive Directors approved a Other retained earnings 39,407 37,010 bonds granted during the term of this authorization under the share buyback program with a maximum volume of €3 billion to be Retained earnings 40,365 37,911 exclusion of the subscription right, must be credited against the implemented between January 2022 and December 2023. The aforementioned ceiling of 10%. This authorization has not been share buyback program is based on the previously described Legal reserves rose by €57 million in 2021 and by €70 million in exercised to date. authorization from May 12, 2017. A proposal to renew the 2020 due to reclassifications from retained earnings. authorization to buy back own shares is planned for the 2022 Annual Conditional capital Shareholders’ Meeting, which would authorize the continuation of Other retained earnings include, among other things, earnings the share buyback program already underway. generated in the past by companies included in the Consolidated By way of a resolution of the Annual Shareholders’ Meeting of Financial Statements. Because of the disposal of the pigments May 12, 2017, the Board of Executive Directors was authorized, business on June 30, 2021, the amount of €48 million for the with the approval of the Supervisory Board, to issue, on a one-off remeasurement of defined benefit plans, plus an additional €6 mil- basis or in portions on more than one occasion, bearer or registered lion resulting from the disposal of the operational companies held