Conversion of Preferred Shares into Ordinary Shares: BMW Group Simplifies Capital Structure

Munich. BMW AG is simplifying its capital structure: its share capital of approximately €616 million will in future consist solely of ordinary shares. At today’s Annual General Meeting of BMW AG and a subsequently held separate meeting of preferred shareholders, the conversion of preferred shares into ordinary shares was approved by a clear majority. Approval at the Annual General Meeting amounted to 99,99%, while the separate meeting of preferred shareholders approved the resolution with 99,77%. The conversion will be brought into effect by way of an amendment to the Articles of Association, with no additional payment obligation for preferred shareholders. The conversion will become effective upon registration of the amendment to the Articles of Association in the commercial register. The BMW AG will announce the exact timing by public notice.

Currently, approximately 91% of BMW AG’s share capital consists of voting ordinary shares, and around 9% of non-voting preferred shares, which carry a fixed dividend preference of €0.02 per share. The dividend preference of the preferred shares will be applied for the last time for the 2025 financial year. From the 2026 financial year onward, the balance sheet profit available for distribution will be allocated evenly across all shares. Following the approved conversion at a ratio of 1:1,each share will in future carry the same voting right at the Annual General Meeting.

“For the weighting of BMW AG in major stock indices such as the DAX or the EURO STOXX 50, it is already the ordinary shares that are decisive as the share class with the highest free‑float market capitalization. As a result of the conversion, their proportion in free float will increase significantly by around 19%,” said Chief Financial Officer Walter Mertl on Wednesday in Munich. “This step therefore strengthens the weighting of BMW AG in relevant indices. The simplified capital structure represents a clear added value for investors and may have a positive impact on the share price performance of the BMW share.”

A single share structure follows the internationally recognised corporate governance principle of “one share, one vote”. This increases the attractiveness of the BMW share, in particular for international and institutional investors.

If you have any questions, please contact:

BMW Group Corporate Communications

Dr Britta Ullrich, Finance Communications

Telephone: +49 89 382-18364

Email: britta.ullrich@bmwgroup.com

Max-Morten Borgmann, head of Communications BMW Group, Finance, Sales

Telephone: +49 89 382-24118

Email: Max-Morten.Borgmann@bmwgroup.com

Media website: www.press.bmwgroup.com/deutschland

Email: presse@bmwgroup.com

The BMW Group

With its four brands, BMW, MINI, Rolls-Royce and BMW Motorrad, the BMW Group is the world’s leading premium manufacturer of automobiles and motorcycles and also provides premium financial services. The BMW Group production network comprises over 30 production sites worldwide; the company has a global sales network in more than 140 countries.

In 2025, the BMW Group sold 2.46 million passenger vehicles and more than 202,500 motorcycles worldwide. The profit before tax in the financial year 2025 was € 10.2 billion on revenues amounting to € 133,5 billion. As of 31 December 2025, the BMW Group had a workforce of 154,540 employees.

The economic success of the BMW Group has always been based on long-term thinking and responsible action. Sustainability is a key element of the BMW Group’s corporate strategy and covers all products – from the supply chain through production to the end of their useful life. 

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