BMW 2015 Annual Report Download - page 83

83 COMBINED MANAGEMENT REPORT
Direct share of Indirect share of
voting rights (%) voting rights (%)
Stefan Quandt, Germany 0.2 33.83, 4
Susanne Klatten, Germany 0.2 28.93, 5
AQTON SE, Bad Homburg v. d. Höhe, Germany 17.4
Johanna Quandt GmbH, Bad Homburg v. d. Höhe, Germany 16.46
Johanna Quandt GmbH & Co. KG für Automobilwerte, Bad Homburg v. d. Höhe, Germany 16.4
Susanne Klatten Beteiligungs GmbH, Bad Homburg v. d. Höhe, Germany 12.6
1 Disclosures pursuant to § 289 (4) HGB and § 315 (4) HGB.
2 Based on voluntary notifications provided by the listed shareholders as at 31 December 2015.
3 Voting rights held indirectly by the joint heirs of the Johanna Quandt estate are attributed in full in both cases to Stefan Quandt and Susanne Klatten.
4 Controlled entities, of which 3 % or more are attributed: Johanna Quandt GmbH, Johanna Quandt GmbH & Co. KG für Automobilwerte, AQTON SE.
5 Controlled entities, of which 3 % or more are attributed: Johanna Quandt GmbH, Johanna Quandt GmbH, Johanna Quandt GmbH & Co. KG für Automobilwerte,
Susanne Klatten Beteiligungs GmbH.
6 Controlled entities, of which 3 % or more are attributed: Johanna Quandt GmbH & Co. KG für Automobilwerte.
Composition of subscribed capital
The subscribed capital (share capital) of BMW AG
amounted to € 656,804,600 (2014: € 656,494,740) at
31 December 2015 and, in accordance with Article 4
no. 1 of the Articles of Incorporation, is sub-divided
into 601,995,196 shares of common stock (91.66 %)
(2014: 601,995,196; 91.70 %) each with a par value of
€1, and 54,809,404 (8.34 %) (2014: 54,499,544; 8.30 %)
shares of non-voting preferred stock, 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 conjunction
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 Incorpora-
tion. The voting power attached to each share corre-
sponds to its par value. Each €1 of par value of share
capital represented in a vote entitles the holder to one
vote (Article 18 no. 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 confers pref-
erential treatment to the non-voting shares of preferred
stock with regard to the appropriation of the Com-
pany’s unappropriated profit. Accordingly, the unap-
propriated 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 accrue-
ment,
(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 on 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. Fur-
ther 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 Programme, 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 de-
partment heads in conjunction with the share-based
remuneration programmes (Compensation Report of
the Corporate Governance section; note 19 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 stated2:
Disclosures Relevant for Takeovers1 and Explanatory Comments