BMW 2006 Annual Report Download - page 42

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Disclosures pursuant to §289 (4) and § 315 (4) HGB
The Company’s share capital, totalling euro
654,191,358 is, pursuant to Article 4 (1) of the Articles
of Incorporation (status: 9 March 2006) 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.
Article 24 of the Articles of Incorporation con-
fers 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 appropri-
ated in the following order:
a) subsequent payment of any arrears on dividends
on non-voting preferred shares in the order of
accruement,
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 com-
mon and preferred shares, provided the share-
holders do not resolve otherwise at the Annual
General Meeting.
The right of shareholders to have their shares issued
in individual share certificates 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 specified 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,
documentary evidence of the shareholding, issued
by the custodian bank (in the written form specified
by §126b BGB), in either German or English, is re-
quired. Votes may also be exercised by proxy. The
Company may determine that proxy authorisations
may be granted electronically or by telefax, and may
stipulate the specific rules for granting proxy authori-
sations (see Article17 of the Articles of Incorpora-
tion). 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).
The voting power attached to each share corre-
sponds to its par value. Each euro 1 of par value of
share capital represented in a vote is entitled to one
vote (Article18 (1) of the Articles of Incorporation).
The Company’s shares of preferred stock are
non-voting. They only confer voting rights in excep-
tional cases stipulated by law.
The Company’s Board of Management is not
aware of any other restrictions relating to voting rights
or the transfer of shares.
Based on the information available to the Com-
pany, the following direct or indirect holdings ex-
ceeding 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 15.4 1.4.2002
*
Johanna Quandt 1.3 15.4 1.4.2002
*
Susanne Klatten GmbH & Co. KG für Automobilwerte 11.5 1.4.2002
Susanne Klatten 1.0 11.5 1.4.2002
Stefan Quandt GmbH & Co. KG für Automobilwerte 16.1 1.4.2002
*
Stefan Quandt 1.3 16.1 1.4.2002
*
The shareholdings disclosed above may have
changed subsequent to the stated date, if these
changes were not required to be reported to the Com-
pany. Due to the fact that the Company’s shares
are issued to bearer, the Company is generally only
aware of changes in shareholdings if such changes
are subject to mandatory notification rules.
The appointment and removal of members of
the Board of Management are based on the rules
contained in §84 and §85 AktG. In accordance with
Article7 of the Articles of Incorporation, the Board
of Management consists of two or more members.
The Supervisory Board determines the number of
the members of the Board of Management. It is
responsible for appointing members to the Board of
Management and for revoking appointments. It also
designates one of the members as the Chairman of
the Board of Management.
Amendments to the Articles of Incorporation
must comply with §179 et seq. AktG. All amendments
must be resolved by the shareholders at the Annual
General Meeting (§119 (1) no.5, §179 (1) AktG).The
*confirmed by notifications as at 20 January 2007.