BMW 2012 Annual Report Download - page 49

49 COMBINED GROUP AND COMPANY MANAGEMENT REPORT
nation of the joint venture agreement may result in
the sale of the shares to the other joint venture partner
or in the liquidation of the joint venture entity.
–
Framework agreements are in place with financial in-
stitutions
and banks (ISDA Master Agreements) with
respect to trading activities with derivative financial
instruments. Each of these agreements includes an
extraordinary right of termination which triggers the
immediate settlement of all current transactions in
the event that the creditworthiness of the party in-
volved
is materially weaker following a direct or in-
direct acquisition of beneficially owned equity capital
which confers the power to elect a majority of the
Supervisory Board of a contractual party or any other
ownership interest that enables the acquirer to exer-
cise control over a contractual party or which consti-
tutes a merger or a transfer of net assets.
– Financing agreements in place with the European
Investment Bank (EIB) entitle the EIB to request early
repayment of the loan in the event of an imminent
or
actual change in control at the level of BMW AG
(partially in the capacity of guarantor and partially in
the capacity of borrower), if the EIB has reason to
assume – after the change of control has taken place
or 30 days after it has requested to discuss the situa-
tion – that the change in control could have a mate-
rial adverse effect, or, in all but two cases as an addi-
tional alternative, if the borrower refuses to hold such
discussions. A change in control of BMW AG arises
if
one or more individuals take over or lose control of
BMW AG, with control being defined in the above-
mentioned financing agreements as (i) holding or hav-
ing control over more than 50 % of the voting rights,
(ii) the right to stipulate the majority of the members
of the Board of Management or Supervisory Board,
(iii) the right to receive more than 50 % of dividends
payable, or, in all but two cases as an additional alter-
native (iv) other comparable controlling influence
over BMW AG.
–
BMW AG is party to an agreement with SGL Carbon
SE, Wiesbaden, relating to the joint ventures SGL
Automotive Carbon Fibers LLC, Delaware, USA and
SGL Automotive Carbon Fibers GmbH & Co. KG,
Munich. The agreement includes call and put rights
in case – directly of indirectly – 50 % or more of
the voting rights relating to the relevant other share-
holder of the joint ventures are acquired by a third
party, or if 25 % of such voting rights have been ac-
quired by a third party if that third party is a com-
petitor
of the party that has not been affected by the
acquisition of the voting rights. In the event of such
acquisitions of voting rights by a third party, the non-
affected shareholder has the right to purchase the
shares of the joint ventures from the affected share-
holder
or to require the affected party to acquire the
other shareholder’s shares.
– An engine supply agreement between BMW AG and
Toyota Motor Europe SA relating to the sale of diesel
engines entitles each of the contractual parties to give
extraordinary notification of termination in the event
that one of the contractual parties merges with an-
other company or is taken over by another company.
Compensation agreements with members of the
Board of Management or with employees in the event
of a takeover bid
The BMW Group has not concluded any compensation
agreements with members of the Board of Manage-
ment
or with employees for situations involving a take-
over offer.