BMW 2009 Annual Report Download - page 47

45 Group Management Report
Direct share of Indirect share of
voting rights (%) voting rights (%)
Stefan Quandt, Bad Homburg v. d. Höhe, Germany 17.4
AQTON SE, Bad Homburg v. d. Höhe, 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 31 December 2008
Pursuant to Article 4 (1) of the Articles of Incorporation,
BMW AG’s share capital totalling euro 654,660,558 is
sub-divided into 601,995,196 shares of common stock
and 52,665,362 non-voting shares of preferred stock,
each
with a par value of euro 1. In accordance with a reso-
lution taken by the Board of Management on 24 November
2009 and with the approval of the Supervisory Board,
the share capital was increased by euro 469,200 from euro
654,191,358 to euro 654,660,558 by the issue of 469,200
new non-voting shares of preferred stock. This increase
was executed on the basis of Authorised Capital 2009 in
Article 4 (5) of the Articles of Incorporation. The new
shares were issued to employees in conjunction with the
existing employee share scheme. The Company’s 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 repre-
sented in a vote entitles the holder to one vote (Article 18
(1) of the Articles of Incorporation). The Company’s shares
of preferred stock are non-voting pursuant to § 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 within one year or
the arrears have not been paid within the subsequent year.
With the exception of voting rights, holders of shares of
preferred stock are entitled to the same rights as holders
of 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 appropri-
ation 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 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 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 § 126b of the German Civil Code), either in
German or English, of their intention to participate. Share-
holders
are also required to provide evidence of their en-
titlement to participate and exercise their voting rights at
the Annual General Meeting. For this purpose, documen-
tary evidence of the shareholding, issued by the custodian
bank (in the written form prescribed by § 126 b BGB), in
either German or English, is required. Voting rights may also
be exercised by proxy. The chairperson may determine a
reasonable time limit for shareholders to exercise their right
to raise questions and speak (Article 19 (2) of the Articles
of Association).
When the Company issues shares to employees in con-
junction
with its employee share scheme, the shares are
subject to a company-imposed vesting period of four years,
measured from the beginning of the calendar year in which
the shares are issued. During this 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. Like
all other shareholders, employees exercise their control
rights over these shares on the basis of relevant legal provi-
sions and the Company’s Articles of Incorporation.
Based on the information available to the Company, the
following direct or indirect holdings exceeding 10 % of the
voting rights at the end of the reporting period were held
at the date stated:*
Disclosures pursuant to § 289 (4) HGB and § 315 (4) HGB and Explanatory Report