BMW 2011 Annual Report Download - page 46

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18 COMBINED GROUP AND COMPANY
MANAGEMENT REPORT
18 A Review of the Financial Year
20 General Economic Environment
24 Review of Operations
43 BMW Stock and Capital Market
46 Disclosures relevant for takeovers
and explanatory comments
49 Financial Analysis
49 Internal Management System
51 Earnings Performance
53 Financial Position
56 Net Assets Position
59 Subsequent Events Report
59 Value Added Statement
61 Key Performance Figures
62 Comments on BMW AG
66 Internal Control System and
explanatory comments
67 Risk Management
73 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 € 655,566,568 at 31 December 2011 (2010:
€ 655,158,608) and, in accordance with Article 4 (1)
of the Articles of Incorporation, is subdivided into
601,995,196 shares of common stock (91.83 %) (2010:
601,995,196; 91.89 %) and 53,571,372 shares of non-voting
preferred stock (8.17 %) (2010: 53,163,412; 8.11 %), each
with a par value of € 1. The Company’s shares are issued
to bearer. The rights and duties of shareholders derive
from the German Stock Corporation Act (AktG) in con-
junction with the Company’s Articles 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 accordance with the Articles
of Incorporation. The voting power attached to each
share corresponds to its par value. Each € 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 Incorpora-
tion 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 € 0.02 per € 1
par
value on non-voting preferred shares and
(c) uniform payment of any other dividends on shares
of 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.
Contractual holding period arrangements also apply
to shares of common stock required to be acquired
by Board of Management members in conjunction
with the share-based remuneration scheme (see also
note 47 for further information).
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