374 BMW Group Report 2024 To Our Stakeholders Combined Management Report Group Financial Statements Responsibility Statement and Auditor’s Report Remuneration Report Other Information I. Review of the 2024 Financial Year from a Remuneration Perspective R E MUN ER A TI O N R E P O R T 374 I. Review of the 2024 Financial Year from a Remuneration Perspective 376 II. Remuneration of the Members of the Board of Management 376 1. Principles of the remuneration system and the contribution of remuneration to the promotion of the Company’s business strategy and its long-term development 377 2. Overview of the remuneration system 380 3. Determination and review of the remuneration system and individual remuneration 385 4. Remuneration for the 2024 financial year 395 5. Share ownership guideline 396 6. Retirement benefits 396 7. Malus and clawback provisions 396 8. Premature termination of activities and post-contractual non-competition clause 397 9. Remuneration granted and owed to members of the Board of Management pursuant to § 162 of the German Stock Corporation Act (AktG) 405 10. Remuneration granted and owed to former members of the Board of Management pursuant to § 162 of the German Stock Corporation Act (AktG) 407 11. Maximum remuneration and remuneration vested in the 2024 financial year (vesting year) 409 III. Remuneration of the Members of the Supervisory Board 409 1. Articles of incorporation and procedure 409 2. Principles and elements of remuneration 409 3. Remuneration granted and owed to members of the Supervisory Board pursuant to § 162 of the German Stock Corporation Act (AktG) 411 IV. Comparison of Change in Remuneration and Earnings pursuant to § 162 (1) Sentence 2 No. 2 of the German Stock Corporation Act (AktG) 415 V. Other Considerations 415 VI. Outlook for the 2025 Financial Year 417 VII. Auditor’s Report The Board of Management and the Supervisory Board have pre- pared this Remuneration Report in accordance with the require- ments of § 162 of the German Stock Corporation Act (AktG). The report shows and explains the remuneration granted and owed to the individual current and former members of the Board of Management and the Supervisory Board of Bayerische Motoren Werke Aktiengesellschaft (BMW AG), Munich, in the financial year 2024.1,2 In order to facilitate understanding, the basic features of the re- muneration system applicable to the members of the Board of Management and the Supervisory Board, as applied in the 2024 financial year, are also set out below. In view of the fact that indi- vidual members of the Board of Management also received re- muneration components from the remuneration system in effect in the 2019 financial year during the 2024 financial year, ele- ments of these systems are also explained to the extent neces- sary for comprehension. PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesell- schaft, Frankfurt am Main, Munich branch, has audited the Re- muneration Report beyond the requirements of § 162 (3) Sen- tences 1 and 2 AktG. The Auditor’s Report is attached to this re- port. I. REVIEW OF THE 2024 FINANCIAL YEAR FROM A REMUNERATION PERSPECTIVE The BMW Group maintained its strong market position in the global premium segment in reporting year 2024 with sales growth in Europe and the USA. The BMW brand gained further market share in Europe, achieved an increase in sales in the USA and maintained its leading position in China. Globally, BMW was the leader in the premium segment. The company adjusted its guidance for the year in September 2024. This was largely due to delivery stops and recalls related to the supplied Integrated Brake System (IBS) component and continued subdued demand in China. The BMW Group achieved its revised targets for 2024. Compared with the previous year, the BMW Group expanded sales of both electrified and all-electric vehicles and remained significantly below the regulatory CO2 limit for the new car fleet in the EU. The BMW Group achieved a net profit of € 7.7 billion in the 2024 financial year. € 7.3 billion was attributable to BMW AG share- holders, while the Group post-tax return on sales amounted to 5.4%. 1 For reasons of simplicity, this report partially uses the masculine form in reference to persons. It is intended to represent all genders. 2 Due to rounding, it is possible that individual figures in this report may not add up exactly to the totals provided, and that the percentages presented here may not be an exact reflection of the absolute values to which they relate. REMUNERATION REPORT