On Wednesday, 13 May 2026, Bayerische Motoren Werke Aktiengesellschaft (BMW AG) held its 106th Annual General Meeting and a Separate Meeting of Preferred Shareholders.
We would like to express our sincere thanks to all shareholders and to all other viewers for their interest in BMW AG.
The next Annual General Meeting is expected to take place on Wednesday, 12 May 2027.
The use of the online service for the Annual General Meeting requires login credentials. You will receive your login credentials by mail after your registration via your custodian bank.
The use of the online service for the Separate Meeting of Preferred Shareholders requires login credentials. You will receive your login credentials by mail after your registration via your custodian bank.
Shareholders entitled to vote are kindly asked to cast their votes electronically via the Company's online services whenever possible.
Set out below are the resolution proposals by the Management on all items of the agenda for the Annual General Meeting 2026. The full agenda, including explanatory notes, is available in the Convocation of the Annual General Meeting. The convocation was published in the Federal Gazette (Bundesanzeiger) on 18 March 2026 (available in German only). A concise overview of the agendas of the shareholders' meetings can be found here..
In accordance with statutory provisions, no resolution is proposed to be adopted on agenda item 1, as the Supervisory Board has already approved the Company Financial Statements and the Group Financial Statements. The Company Financial Statements are thus adopted.
The Board of Management and the Supervisory Board propose that the unappropriated profit for the financial year 2025 in the amount of € 2,672,422,497.84 be utilised as follows*:
The proposal for the utilisation of unappropriated profit reflects 11,005,589 treasury ordinary shares and 1,773,313 treasury preferred shares held by the Company. These treasury shares are not entitled to dividends pursuant to Section 71b AktG.
* Update of the resolution proposal on agenda item 2 on 5 May 2026:
Since the convocation of the Annual General Meeting, the number of dividend-bearing shares has decreased due to share buybacks by the Company. As already announced in the convening notice, the Board of Management and the Supervisory Board have therefore updated their resolution proposal accordingly. The dividend per dividend-bearing share remains unchanged. The amount of the unapproriated profit that is not required for the distribution as a result of the decreased number of dividend-bearing shares is to be allocated to other revenue reserves. In this form, the proposed resolution will be submitted to the Annual General Meeting for a vote.
The Board of Management and the Supervisory Board propose that the acts of the members of the Board of Management in the financial year 2025 be ratified for this period.
The Board of Management and the Supervisory Board propose that the acts of the members of the Supervisory Board who were in office during the 2025 financial year and are listed below under items 4.1 to 4.21 be ratified for this period:
At the recommendation of the Audit Committee, the Supervisory Board proposes the following resolutions:
5.1 PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt/Main (PwC), is appointed as Company and Group auditor for the financial year 2026 and as auditor to carry out a review of the Condensed Interim Group Financial Statements and Interim Group Management Report for the first six months of the financial year 2026 as well as any additional financial information for the 2026 financial year and the first quarter of the 2027 financial year.
5.2 PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt/Main (PwC), is appointed as the auditor of the Sustainability Report and the Group Sustainability Report for the financial year 2026.
The Supervisory Board proposes that Dr Christian Bruch, Berlin, CEO of Siemens Energy AG, be elected as a shareholder representative to the Supervisory Board for a term of office from the end of the AGM on 13 May 2026 until the end of the AGM that decides on the discharge for the 2029 financial year.
The Supervisory Board and the Board of Management propose that the Remuneration Report for the fiancial year 2025, prepared and audited in accordance with § 162 AktG, be approved.
The Board of Management and Supervisory Board therefore propose that the following resolutions be adopted:
8.1 The non-voting preferred shares shall be converted into bearer shares with voting rights by eliminating the preference in dividends specified in Section 5 (2) and Section 25 (3) of the Articles of Incorporation.
8.2 The Company's Articles of Incorporation shall be amended as follows:
– Section 5 (1) shall be deleted and replaced with the following wording:
"1The share capital amounts to € 615,810,431. 2It is divided into 615,810,431 ordinary shares with a par value of € 1 each. 3The shares are bearer shares."
– Section 5 (2), Section 5 (3), second half-sentence, and Section 25 (3) are repealed without replacement; the numbering is adjusted accordingly.
The Board of Management and the Supervisory Board propose that the resolution under agenda item 8 be approved by a special resolution of the ordinary shareholders:
The ordinary shareholders approve the resolution of today's Annual General Meeting on agenda item 8 regarding the conversion of all non-voting preferred shares into voting ordinary shares by eliminating the preference in dividends and amending the Articles of Incorporation accordingly.
Set out below is the resolution proposal by the Management on the agenda for the Separate Meeting of Preferred Shareholders. The full agenda, including explanatory notes, is available in the Convocation of the Separate Meeting of Preferred Shareholders. The convocation was published in the Federal Gazette (Bundesanzeiger)on 18 March 2026 (available in German only).
A concise overview of the agendas of the shareholders' meetings can be found here.
The Board of Management and the Supervisory Board propose that the resolution under agenda item 8 of the Annual General Meeting of 13 May 2026 be approved by a special resolution of the preference shareholders:
The preference shareholders consent to today's Annual General Meeting resolution under agenda item 8 to convert all non-voting preferred shares into voting ordinary shares by rescinding the dividend preference and amending the Articles of Incorporation accordingly.
Below you will find documents relating to the General Meetings of Shareholders of Bayerische Motoren Werke Aktiengesellschaft over the last 10 years.
