BMW 2008 Annual Report Download - page 44

45 Group Management Report
Pursuant to Article   of the Articles of Incorporation,
BMW AG ’s share capital totalling euro ,, is sub-
divided into ,, shares of common stock and
,, non-voting shares of preferred stock, each with
a par value of euro . 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  of par value of share capital represented in a vote
is entitled to one vote (Article   of the Articles of Incor-
poration). The Company’s shares of preferred stock are
non-voting within the meaning of  et seqq. AktG, i. e.
they only confer voting rights in exceptional cases stipu-
lated
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 confer the same
rights as shares of common stock. Article  of the Articles
of Incorporation confers preferential treatment to the non-
voting shares of preferred stock with regard to the ap-
propriation of the Company’s unappropriated profit. Ac-
cordingly, 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 accrue-
ment,
(b) payment of an additional dividend of euro . per euro
 par value on non-voting preferred shares and
(c)
uniform payment of any other dividends on shares
on common and preferred stock, provided the share-
holders do not resolve otherwise at the Annual General
Meeting.
The right of shareholders to have their shares evidenced 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 written notice (in the form
prescribed by   b of the German Civil Code), either in
German or English, of their intention to participate at the
meeting. Shareholders are also required to provide evi-
dence of their entitlement to participate and exercise their
voting rights at the Annual General Meeting. For this pur-
pose, documentary evidence of the shareholding, issued
by the custodian bank (in the written form prescribed by
  b BGB), in either German or English, is required. Votes
may also be exercised by proxy. The Company may deter-
mine that proxy authorisations may be granted electroni-
cally or by fax, and may stipulate the specific rules for
granting proxy authorisations (see Article  of the Articles
of Incorporation). The chairperson may determine a rea-
sonable time limit with respect to the right of shareholders
to raise questions and speak (Article   of the Articles
of Incorporation).
When the Company issues shares to employees in
con-
junction with its employee share programme, the shares
are subject to a company-imposed vesting period of four
years, during which time the shares may not be sold. The
shares issued in conjunction with the employee share
pro-
gramme are shares of non-voting preferred stock which
are transferred solely and directly to employees. Like
all other shareholders, employees exercise their control
rights over these shares on the basis of relevant legal pro-
visions and the Company’s Articles of Incorporation.
Based on the information available to the Company, the
following direct or indirect holdings exceeding   of the
voting rights were held at the balance sheet date:*
Direct share of Indirect share of
voting rights (%) voting rights (%)
Stefan Quandt, Bad Homburg v. d. Höhe, Germany 17.4
AQTON SE, Munich, Germany 17.4
Stefan Quandt Verwaltungs GmbH, Bad Homburg v. d. Höhe, Germany 17.4
Stefan Quandt GmbH & Co. KG für Automobilwerte, Bad Homburg v. d. Höhe, Germany 17.4
Johanna Quandt, Bad Homburg v. d. Höhe, Germany 0.4 16.3
Johanna Quandt GmbH, Bad Homburg v. d. Höhe, Germany 16.3
Johanna Quandt GmbH & Co. KG für Automobilwerte, Bad Homburg v. d. Höhe, Germany 16.3
Susanne Klatten, Munich, Germany 12.6
Susanne Klatten Beteiligungs GmbH, Bad Homburg v. d. Höhe, Germany 12.6
Susanne Klatten GmbH, Bad Homburg v. d. Höhe, Germany 12.6
Susanne Klatten GmbH & Co. KG für Automobilwerte, Bad Homburg v. d. Höhe, Germany 12.6
* based on voluntary balance notifications provided by the listed shareholders at  December 
Disclosures pursuant to    HGB and    HGB and Explanatory Report