BMW 2010 Annual Report Download - page 47

45 GROUP MANAGEMENT REPORT
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 generally only aware of changes in share-
holdings if such changes are subject to mandatory notifi-
cation rules.
Shares with special rights which confer control rights
There are no shares with special rights which confer con-
trol rights.
Nature of control over voting rights when employees
participate in capital and do not exercise their control
rights directly
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 provisions and the Company’s Articles of Incor-
poration.
Statutory regulations and Articles of Incorporation
provisions with regard to the appointment and removal
of members of the Board of Management and changes
to the Articles of Incorporation
The appointment or removal of members of the Board
ofManagement is based on the rules contained in § 84 et
seq. AktG in conjunction with § 31 of the German Co-
Determination Act (MitbestG).
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 Super-
visory Board is authorised to approve amendments to
the Articles of Incorporation which only affect its wording
(Article 14 no.3 of the Articles of Incorporation); it is
also authorised to change Article 4 of the Articles of
Incorporation in line with the relevant utilisation of
Authorised Capital 2009. Resolutions are passed at the
Annual General Meeting by simple majority of shares
unless otherwise explicitly required by binding provisions
of law or, when a majority of share capital is required, by
simple majority of shares represented in the vote (Arti-
cle 20 of the Articles of Incorporation).
Authorisations given to the Board of Management in
particular with respect to the issuing or buying back
of shares
In accordance with the resolution passed at the Annual
General Meeting on 14 May 2009, the Board of
Manage-
ment was authorised, up to 12 November 2010 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.
This authorisation was not made use of during the finan-
cial year 2010. The Board of Management is authorised
to buy back shares and sell repurchased shares in situa-
tions specified in § 71 AktG, e.g. to avert serious and
imminent damage to the Company. In accordance with
Article 4 (5) of the Articles of Incorporation, the Board
ofManagement is authorised – with the approval of the
Supervisory Board – to increase BMW AG’s share capi-
talduring the period until 13 May 2014 by up to euro
4,032,750 for the purposes of an employee share scheme
by issuing new non-voting shares of preferred stock,
which carry the same rights as existing non-voting pre-
ferred stock, in return for cash contributions (Authorised
Capital 2009). Existing shareholders may not subscribe
to the new shares. There is no conditional capital in place
at the reporting date.
Significant agreements entered into by the Company
subject to control change clauses in the event of a
takeover bid
The BMW AG is party to the following major agreements
which contain provisions for the event of a change in
control or the acquisition of control as a result of a take-
over bid:
– An agreement concluded with an international con-
sortium of banks relating to a syndicated credit line
(which was not being utilised at the balance sheet
date) entitles the lending banks to give extraordinary
notice to terminate the credit line (such that all out-
standing amounts, including interest, would fall due
immediately) if one or more parties jointly acquire di-
rect or indirect control of BMW AG. The term “control”
is defined as the acquisition 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 af-
fairs of the Company or appoint the majority of mem-
bers of the Supervisory Board.