Bayerische Motoren Werke Aktiengesellschaft: Notification under Sec. 50 (1) no. 1 WpHG – Conversion of all Preferred Shares and Change of Stock Exchange Listing
Munich (pta012/30.06.2026/10:40 UTC+2)
The Annual General Meeting of Bayerische Motoren Werke Aktiengesellschaft (BMW AG) held on 13 May 2026 and the Separate Meeting of Preferred Shareholders held on the same day resolved that all non-voting preferred shares be converted into voting ordinary shares. The conversion will be effected by way of an amendment to the Articles of Incorporation through the elimination of the existing preference in dividends stipulated in Section 5 (2) and Section 25 (3) of the Articles of Incorporation.
The corresponding amendment to the Articles of Incorporation was entered in the commercial register of the Local Court of Munich under number HRB 42243 on 30 June 2026. Upon registration of the amendment to the Articles of Incorporation in the commercial register, the conversion of the non-voting preferred shares into ordinary shares became effective and the holders of the previous 54,675,505 preferred shares automatically became holders of ordinary shares. The Company's share capital remains at € 615,810,431 and now consists of 615,810,431 bearer ordinary shares with a nominal amount of € 1 each.
This amendment to the Articles of Incorporation also requires the change of the existing preferred shares in custody accounts and on the stock exchange. Since the shareholders' right to have their shares individually certified is excluded in accordance with the Articles of Incorporation, the 54,675,505 ordinary shares resulting from the conversion of the preferred shares have been certificated, together with the existing ordinary shares, in a global certificate and deposited with Clearstream Europe AG, Frankfurt. Based on the holdings as of 30 June 2026 (after close of trading), the custodian banks will rebook the custody account holdings of preferred shares (ISIN DE0005190037) into ordinary shares at a ratio of 1:1. Each preferred share will be replaced by one ordinary share (ISIN DE0005190003). No action is required on the part of the shareholders.
Upon the Company's application, the 54,675,505 ordinary shares resulting from the conversion of the preferred shares, which carry dividend rights as from 1 January 2026, are expected to be admitted on 30 June 2026 to trading on the regulated market of the Frankfurt Stock Exchange, with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard), and to the regulated market of the Munich Stock Exchange. Commencement of trading and listing is scheduled for 1 July 2026.
Upon expiry of 30 June 2026, exchange trading and listing of the preferred shares (ISIN DE0005190037) will be discontinued. Existing stock exchange orders for preferred shares will expire.
Bayerische Motoren Werke Aktiengesellschaft
The Board of Management
(end)
| Emitter: |
Bayerische Motoren Werke Aktiengesellschaft Petuelring 130 80788 München Germany |
|
|---|---|---|
| Contact Person: | Adam Sykes, Leiter Investor Relations | |
| Phone: | +49 89 382-25387 | |
| E-Mail: | adam.sykes@bmw.de | |
| Website: | www.bmwgroup.com | |
| ISIN(s): | DE0005190003 (Share) DE0005190037 (Share) | |
| Stock Exchange(s): | Regulated Market in Frankfurt, Munich; Free Market in Dusseldorf, Hamburg, Hannover, Stuttgart, Tradegate BSX |
