Expert Corporate Governance Service (ECGS)
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BMW - AGM 16 May 2019

Item 2: The Boards propose a dividend of EUR 3.50/ordinary share and of EUR 3.52 per preference share. The dividend is not covered by free cash flow for a third consecutive year. We therefore consider a dividend payment inappropriate at this time and recommend to oppose the dividend proposal.

Item 4:  We voice our concerns that the Supervisory Board has failed to again table the Management Board members remuneration system for shareholder approval. This despite the fact that it had received a very low approval level (79%) which shows significant investor concerns.

Item 6.1: We recommend opposing the re-election of Supervisory Board member Susanne Klatten due to her low attendance rate at Board meetings in financial year 2018 (71%).

Item 7: Authorisation for a period of five years to increase the share capital by up to EUR 5m (<1% of the share capital) by issuing non-voting preference shares against contribution in cash to serve employee share plans. Although the authorisation meets our guidelines we are concerned that the Company proposes to issue only non-voting preference shares. We consider this as a measure to secure the influence of the Company's major shareholders. Furthermore, we consider that the issuance of non-voting preference shares is detrimental to the "one share, one vote" principle. Consequently, we recommend shareholders to oppose this resolution both at the meeting of ordinary shareholders and at the special meeting of preference shareholders (Item 2).


Bayerische Motoren Werke is a holding company, engaged in the development, manufacture and sale of cars and motorcycles. Co. owns three brands: BMW, MINI and Rolls-Royce. Co.'s BMW automobile range encompasses the 1 Series, including coupe and convertible models; the 3 Series, including sedan, touring, coupe and convertible models; the 5 Series, including sedan and touring models; the 6 Series, including coupe or convertible; the 7 Series large sedan; the Z4 roadster and coupe; the sports utility vehicles, X3, X5 and X6 and M models. Co. also provides cars under the MINI brand and motorcycles under the BMW brand. The Rolls-Royce brand provides three cars, Phantom, Coupe and Ghost.


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