266 BMW Group Report 2024 To Our Stakeholders Combined Management Report Group Financial Statements Responsibility Statement and Auditor’s Report Remuneration Report Other Information Disclosures Relevant for Takeovers and Explanatory Comments Authorisations of the Board of Management, in particular with respect to the issuing or buying back of shares The Board of Management is authorised to buy back shares and sell repurchased shares in situations specified in § 71 AktG, for example to avert serious and imminent damage to the Company and/or to offer shares to persons either currently or previously employed by BMW AG or one of its affiliated companies. In accordance with the resolution taken at the Annual General Meeting on 11 May 2022, the Board of Management is author- ised until 10 May 2027 to acquire treasury shares (shares of common and/or preferred stock) representing a total of up to 10% of the share capital in place at the date on which the reso- lution was adopted or – if lower – at the date on which the au- thorisation is exercised. Significant agreements of the Company taking effect in the event of a change in control following a takeover bid BMW AG is party to the following major agreements, which con- tain provisions that would apply in the event of a change in con- trol or the acquisition of control as a result of a takeover bid: — An agreement concluded with an international consortium 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 outstanding amounts, including interest, would fall due with immediate effect if one or more parties jointly acquire direct 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 affairs of the Company or appoint the majority of members of the Super- visory Board. — BMW AG is the guarantor for all obligations under the agree- ment regarding the joint venture BMW Brilliance Automotive Ltd. in China. This agreement generally grants an extraordi- nary right of termination to either joint venture partner in the event of a change in control at either one of the parties, or if more than 25% of the shares of the other party are acquired by a third party – either directly or indirectly – or if the other party is merged with another legal entity. Termination of the joint venture agreement may lead to the dissolution of the joint venture, with an optional purchase right for BMW AG (or the partner) to acquire the shares of the other partner or to the liquidation of the joint venture company. — BMW AG has entered into framework agreements with fi- nancial institutions for trading in derivative financial instru- ments (ISDA Master Agreements). In the event of a signifi- cant deterioration in creditworthiness, the contracting par- ties are entitled to terminate the agreement with immediate effect if the deterioration in creditworthiness results from a direct or indirect acquisition of the majority of the capital in a contracting party, which confers the right to elect the major- ity of the Supervisory Board members (or a comparable body) on a contracting party, from any other transaction that enables control over a contracting party or from a merger or transfer of assets. In the event of extraordinary termination, all current transactions will be settled. — BMW AG and Mercedes-Benz Group AG have entered into a joint venture agreement relating to mobility services, which includes the areas of ride-hailing and vehicle charging, and entitles both Mercedes-Benz Group AG and BMW AG (here- after referred to as “principals”) to initiate a bidding proce- dure in the event that (i) the other principal receives notice in accordance with § 33 of the German Securities Trading Act (WpHG) that – including shares attributed pursuant to § 34 WpHG – a shareholding of more than 50% has been at- tained or, in accordance with § 20 of the German Stock Cor- poration Act (AktG) that a shareholding of more than 50% has been attained or (ii) a shareholder or a third party – in- cluding shares attributed pursuant to § 30 WpHG – holds more than 50% of the voting rights or shares in the other principal, or (iii) the other principal has concluded a control agreement as a dependent company. The outcome of such a bidding procedure is that the joint venture will go to the principal making the highest bid. — Several supply and development contracts between BMW AG and various industrial customers relating to the sale of components for drivetrain systems, grant an extraordinary right of termination to the relevant industrial customer in specified cases of a change in control at BMW AG (for example if BMW AG merges with a third party or is taken over by a third party; an automobile manufacturer acquires more than 50% of the voting rights or share capital of BMW AG). — Together with AUDI AG, Mercedes-Benz Group AG and other companies, BMW AG is party to the shareholder agreement relating to There Holding B.V., which is the ma- jority shareholder of the HERE Group, a provider of digital maps. In accordance with the shareholder agreement, each contracting party is required to offer its directly or indirectly held shares in There Holding B.V. for sale to the other share- holders in the event of a change in control. A change in con- trol of BMW AG arises if a person takes over or loses control of BMW AG, with control defined as (i) holding or having control over more than 50% of the voting rights, (ii) the pos- sibility to control more than 50% of voting rights exercisable at Annual General Meetings on all or nearly all matters, or (iii) the right to determine the majority of members of the Board of Management or the Supervisory Board. Further- more, a change in control occurs if competitors of the HERE Group, or certain potential competitors of the HERE Group from the technology sector, acquire at least 25% of the share capital or voting rights of BMW AG. If none of the other shareholders acquire these shares, the other shareholders are entitled to resolve that There Holding B.V. be dissolved. — Together with Great Wall Motor Company Limited, BMW AG has established Spotlight Automotive Ltd. in China as a joint operation. The underlying agreement generally grants an extraordinary right of termination to either joint operation partner in the event that – either directly or indirectly – more than 25% of the shares of the other party are acquired by a third party or the other party is merged with another legal entity. The termination of the agreement may result in the sale of the shares to the other joint operation partner, or in the liquidation of the entity.