BMW 2012 Annual Report Download - page 47

47 COMBINED GROUP AND COMPANY MANAGEMENT REPORT
Direct share of Indirect share of
voting rights (%) voting rights (%)
AQTON SE, Bad Homburg v. d. Höhe, Germany 17.4
Stefan Quandt, 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
2 Based on voluntary balance notifications provided by the listed shareholders at 31 December 2012
Composition of subscribed capital
The subscribed capital (share capital) of BMW AG
amounted to € 655,989,413 at 31 December 2012 (2011:
€ 655,566,568) and, in accordance with Article 4 (1)
of the Articles of Incorporation, is sub-divided into
601,995,196 shares of common stock (91.77 %) (2011:
601,995,196; 91.83 %) and 53,994,217 shares of non-voting
preferred stock (8.23 %) (2011: 53,571,372; 8.17 %), 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
is excluded in accordance with the Articles of Incor-
poration.
The voting power attached to each share cor-
responds to its par value. Each € 1 of par value of
share capital represented 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 shares
within the meaning of § 139 et seq. AktG, which carry a
cumulative preferential right in terms of the allocation
of profit and for which voting rights are normally ex-
cluded. These shares only confer voting rights in excep-
tional 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 con-
fers 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
on common and preferred stock, provided the
shareholders 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 pre-
ferred stock to employees in conjunction with its Em-
ployee Share Scheme, these shares are subject as a
general rule to a company-imposed vesting period of
four years, measured from the beginning of the calen-
dar year in which the shares are issued.
Contractual holding period arrangements also apply
to shares of common stock required to be acquired by
Board of Management members and certain senior
department heads in conjunction with share-based
remuneration programmes (Compensation Report of
the Corporate Governance section; note 18 to the Group
Financial Statements).
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