BMW 2007 Annual Report Download - page 47

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The voting power percentages disclosed above
may have changed subsequent to the stated date
if these changes were not required to be reported to
the Company. Due to the fact that the Company’s
shares are issued to bearer, the Company is gener-
ally only aware of changes in shareholdings if such
changes are subject to mandatory notification rules.
There are no shares with special rights which
confer control rights.
The appointment and removal of members of
the Board of Management are based on the rules
contained in § 84 et seq. AktG in conjunction with § 31
of the German Co-Determination Law (MitbestG). In
accordance with Article 7 of the Articles of Incorpo-
ration, the Board of Management consists of two or
more members. The Supervisory Board determines
the number of the members of the Board of Manage-
ment. It is responsible for appointing members to
the Board of Management and for revoking appoint-
ments. 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 amend-
ments must be resolved by the shareholders at the
Annual General Meeting (§ 119 (1) no. 5, § 179 (1)
AktG). The Supervisory Board is authorised to ap-
prove amendments to the Articles of Incorporation
which only affect its wording (Article 14 no. 3 of the
Articles of Incorporation). Resolutions are passed at
the Annual General Meeting by simple majority of
shares unless otherwise explicitly required by binding
provisions of law (§ 20 of the Articles of Incorpora-
tion).
In accordance with the resolution passed at the
Annual General Meeting on 15 May 2007, the Board
of Management is authorised, up to 14 November
2008 and subject to the price limits stipulated in the
resolution, to acquire shares of common and/or non-
voting preferred stock via the stock exchange, up
to a maximum of 10 % of the share capital in place
at the date of the resolution. The Board of Manage-
ment is also authorised, without any further resolu-
tion by the Annual General Meeting, to withdraw
from circulation the treasury shares (common and/or
non-voting preferred stock) acquired in accordance
with the authorisation described above. Further-
more, the Board of Management is authorised to
buy back shares and sell bought-back shares in situ-
ations specified in § 71 AktG, e.g. to avert serious
and imminent damage to the Company or for the
purposes of an employee share scheme. There is no
authorised or conditional capital at the reporting
date.
The BMW AG is party to the following significant
agreements which contain special provisions for
the event of a change in control or the acquisition of
control which could arise, for example, from a take-
over offer:
– An agreement, concluded with an international
consortium of banks relating to a syndicated credit
line (which was not being utilised at the balance
sheet date), entitles the lending banks to give ex-
traordinary notice to terminate the credit line (such
that all outstanding amounts, including interest,
would fall due immediately) if one or more parties
jointly acquire direct or indirect control of BMW
AG. The term control is defined as the acquisi-
tion of more than 50 % of the share capital of
BMW AG, the right to receive more than 50 % of
the dividend or the right to direct the affairs of the
Company or appoint the majority of members of
the Supervisory Board.
– A cooperation agreement concluded with Peugeot
SA relating to the joint development and produc-
tion of a new family of small (1 to 1.6-litre) petrol-
driven engines entitles each of the cooperation
partners to give extraordinary notification of termi-
nation in the event of a competitor acquiring con-
trol over the other contractual party and if any con-
cerns of the other contractual party concerning
the impact of the change of control on the cooper-
ation arrangements are not allayed during the
subsequent discussion process.
– Under the terms of a contractual agreement with
Daimler, Chrysler and General Motors, BMW AG
acquires intellectual property rights in conjunction
with a cooperation for the development of a hybrid
propulsion system. The cooperation can be ter-
minated with immediate effect by either party if a
change of control occurs with respect to any other
contractual party or an affiliate of another con-
tractual party. Examples of change of control are
the acquisition of beneficial ownership of securities
which confer the majority of voting power or the
acquisition of beneficial ownership of securities
which confer 20 % of the voting power provided