BMW 2010 Annual Report Download - page 46

44
12 GROUP MANAGEMENT REPORT
12 A Review of the Financial Year
14 General Economic Environment
18 Review of Operations
41 BMW Group – Capital Market
Activities
44 Disclosures relevant for takeovers
and explanatory comments
47 Financial Analysis
47 Internal Management System
49 Earnings Performance
51 Financial Position
53 Net Assets Position
55 Subsequent Events Report
55 Value Added Statement
57 Key Performance Figures
58 Comments on BMW AG
62 Internal Control System and
explanatory comments
63 Risk Management
70 Outlook
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
2 based on voluntary balance notifications provided by the listed shareholders at 31December 2008
Composition of subscribed capital
The subscribed capital (share capital) of BMW AG
amounted to euro 655,158,608 at 31 December 2010
(2009: euro 654,660,558) and, in accordance with Arti-
cle4 (1) of the Articles of Incorporation, is subdivided
into601,995,196 shares of common stock (91.89%)
(2009: 601,995,196; 91.96%) and 53,163,412 shares of
non-voting preferred stock (8.11%) (2009: 52,665,362;
8.04%), each with a par value of euro 1. The Company’s
shares are issued to bearer. The rights and duties of
shareholders derive from the German Stock Corpora-
tion
Act (AktG) in conjunction with the Company’s Arti-
cles of Incorporation, the full text of which is available
atwww.bmwgroup.com. The right of shareholders to
have their shares evidenced in writing is excluded in ac-
cordance with the Articles of Incorporation.
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 et seq. AktG, i.e. they only confer voting rights in
exceptional cases stipulated by law, in particular 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 alongside the full preference amount due
for that 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 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 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.
Restrictions affecting voting rights or the transfer
of shares
As well as shares of common stock, the Company has
also issued non-voting shares of preferred stock. Further
information relating to this can be found above in the
section “Composition of subscribed capital”.
When the Company issues non-voting shares of preferred
stock to employees in conjunction with its employee
share scheme, these shares are subject to a company-im-
posed vesting period of four years, measured from the
beginning of the calendar year in which the shares are is-
sued. During this time the shares may not be sold.
Direct or indirect investments in capital exceeding
10 % of voting rights
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:2
Disclosures relevant for takeovers1 and explanatory comments
1 disclosures pursuant to § 289 (4) HGB and § 315 (4) HGB