BMW 2007 Annual Report Download - page 46

44 Group Management Report
10 Group Management Report
10 A Review of the Financial Year
13 General Economic Environment
17 Review of Operations
41 BMW Stock and Bonds
44 Disclosures relating to Takeover
Regulations and Explanatory Report
47 Financial Analysis
47 – Internal Management System
49 – Earnings Performance
51 – Financial Position
52 – Net Assets Position
55 – Subsequent Events Report
55 – Value Added Statement
57 – Key Performance Figures
58 – Comments on BMW AG
62 Risk Management
68 Outlook
Disclosures relating to Takeover Regulations to § 289 (4) HGB and
§ 315 (4) HGB and Explanatory Report
The share capital of BMW AG, totalling euro
654,191,358 is, pursuant to Article 4 (1) of the Arti-
cles of Incorporation, sub-divided into 601,995,196
shares of common stock and 52,196,162 non-voting
shares of preferred stock, each with a par value of
euro 1. The shares are issued to bearer. The rights
and duties of shareholders derive from the German
Stock Corporation Act (AktG) in conjunction with
the Company’s Articles of Incorporation, the full text
of which is available at www.bmwgroup.com. The
voting power attached to each share corresponds to
its par value. Each euro 1 of par value of share capital
represented in a vote is entitled to one vote (Article
18 (1) of the Articles of Incorporation). The Company’s
shares of preferred stock are non-voting within the
meaning of § 139 AktG et seq., i.e. they only confer
voting rights in exceptional cases stipulated by law
such as when the preference amount has not been
paid or has not been fully paid in one year and the
arrears are not paid in the subsequent year. Except
for voting rights, shares of preferred stock give the
same rights as shares of common stock. Article 24
of the Articles of Incorporation confers preferential
treatment to the non-voting shares of preferred stock
with regard to the appropriation of the Company’s
unappropriated profit. Accordingly, the unappropriated
profit is required to be appropriated in the following
order:
(a) subsequent payment of any arrears on dividends
on non-voting preferred shares in the order of ac-
cruement,
(b) payment of an additional dividend of euro 0.02 per
euro 1 par value on non-voting preferred shares
and
(c) uniform payment of any other dividends on
shares on common and preferred stock, provided
the shareholders do not resolve otherwise at the
Annual General Meeting.
The right of shareholders to have their shares evi-
denced in writing is excluded.
Shareholders are only entitled to participate at
the Annual General Meeting and exercise their voting
rights if, prior to the meeting, they have given notice
(in the written form prescribed by § 126b of the Ger-
man Civil Code), either in German or English, of their
intention to participate at the meeting. Shareholders
are also required to provide evidence of their entitle-
ment to participate and exercise their voting rights at
the Annual General Meeting. For this purpose, doc-
umentary evidence of the shareholding, issued by
the custodian bank (in the written form prescribed by
§ 126b BGB), in either German or English, is required.
Votes may also be exercised by proxy. The Company
may determine that proxy authorisations may be
granted electronically or by fax, and may stipulate
the specific rules for granting proxy authorisations
(see Article 17 of the Articles of Incorporation). The
chairperson may determine a reasonable time limit
with respect to the right of shareholders to raise
questions and speak (Article 19 (2) of the Articles of
Incorporation).
When the Company issues shares to employees
in conjunction with its employee share scheme,
the shares are subject to a company-imposed vest-
ing period of four years, during which time the shares
may not be sold. The shares issued in conjunction
with the employee share scheme are shares of non-
voting preferred stock which are transferred solely
and directly to employees.
Based on the information available to the Compa-
ny, the following direct or indirect holdings exceeding
10 % of the voting rights were held at the date stated:
Direct share of Indirect share of Date
voting rights (%) voting rights (%)
Johanna Quandt GmbH & Co. KG für Automobilwerte, Bad Homburg v. d. Höhe 15.4 1.4.2002
*
Johanna Quandt, Bad Homburg v. d. Höhe 1.3 15.4 1.4.2002
*
Susanne Klatten GmbH & Co. KG für Automobilwerte, Bad Homburg v. d. Höhe 11.5 1.4.2002
Susanne Klatten, Munich 1.0 11.5 1.4.2002
Stefan Quandt GmbH & Co. KG für Automobilwerte, Bad Homburg v. d. Höhe 16.1 1.4.2002
*
Stefan Quandt, Bad Homburg v. d. Höhe 1.3 16.1 1.4.2002
*
*Confirmed by notifications as at 20 January 2007.