264 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 Composition of subscribed capital As of 31 December 2024, the subscribed capital (share capital) of BMW AG amounted to € 638,716,075 (2023: € 638,716,075) and, in accordance with § 5 of the Articles of Incorporation, is subdivided into 579,795,667 shares of com- mon stock (90.78%) (2023: 579,795,667/90.78%), each with a par value of € 1 and 58,920,408 (9.22%) (2023: 58,920,408/9.22%) shares of non-voting preferred stock, each with a par value of € 1. The Company’s shares are issued to the bearer. The rights and duties of shareholders derive from the German Stock Corporation Act (AktG) in conjunction with the Group’s Ar- ticles 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 Incorporation. 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 (§ 19 no. 1 of the Articles of Incorporation). The Company’s shares of preferred stock are shares as defined in §§ 139 et seq. AktG, which carry a cumulative preferential right in terms of the allocation of profit and for which voting rights are excluded. These shares confer voting rights only in excep- tional cases stipulated by law, in particular if the preference amount has either not been paid or not been paid in full within 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. In addition, § 25 (3) of the Articles of Incorporation confers preferential treatment to the non-voting shares of preferred stock with regard to the appropriation of the Company’s unappropri- ated 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 shares of preferred stock in the order of accruement, (b) payment of an additional dividend of € 0.02 per € 1 par value on non-voting preferred stock, and (c) uniform payment of any other dividends on shares of com- mon and preferred stock, provided the shareholders do not resolve otherwise at the Annual General Meeting. Restrictions affecting voting rights or the transfer of shares In addition to shares of common stock, the Company has also issued non-voting shares of preferred stock. Further information can be found in the section ↗ Composition of subscribed capital. As of 31 December 2024, the Company owned a total of 16,456,756 common and preferred stock (2023: 5,161,255), from which the Company has no rights pursuant to § 71 b AktG. The Company regularly provides information about the current status of the share buyback on its website. When the Company issues non-voting shares of common or pre- ferred stock to employees in conjunction with its Employee Share Programme, these shares are generally subject to a Company- imposed blocking period of four years in compliance with private law, calculated from the beginning of the calendar year in which the shares were issued. Contractual holding period arrangements also apply to shares of common stock acquired by Board of Management members and senior department heads in conjunction with share-based remu- neration programmes. ↗ Remuneration Report (on shareholding periods for members of the Board of Managers). * Information according to § 289a and § 315a HGB. DISCLOSURES RELEVANT FOR TAKEOVERS* AND EXPLANATORY COMMENTS