. .
BM W A NNU A L G E NE R A L M E E TI NG 2 0 2 6 .
I N F O R M A T I O N O N A G E N D A I T E M 7 .
A P P R O V A L O F T H E R E M U N E R A T I O N R E P O R T .
ITEM 7 - SUMMARISED OVERVIEW.
APPROVAL OF THE REMUNERATION REPORT (1/2).
For the 202fl financial year, the remuneration system that has been in effect since 202fl was applied, which was approved by the 202fl Annual General Meeting with a majority of 96.74%. |
The Supervisory Board determined the Management Board's remuneration in accordance with the system. The option to make adjustments due to extraordinary developments was not exercised. |
The defined maximum remunerations and caps for variable remuneration components were complied with. |
The Supervisory Board identified no grounds to apply the malus/clawback rules to withhold or reclaim any variable remuneration components. |
In 2024, the target remuneration for financial years 2025 onwards was adjusted for the first time in four years, by around 10%. The adjustment reflected the market-standard level of the target remuneration for members of the Board of Management and the positioning of BMW AG within DAX 40*, as well as inflation trends of recent years. Maximum remunerations were not increased. |
The remuneration report for the 202fl financial year was subjected by PwC not only to the legally required formal audit but also to an additional voluntary substantive examination. |
The remuneration report for the 2024 financial year was approved by the 202fl Annual General Meeting with a majority of 9fl.28%. In view of the high level of approval, no fundamental changes were made to the report format in the current year. |
*According to the analyses conducted by an independent external remuneration consultant, BMW AG's positioning within the DAX 40 was at the 84th percentile based on the criteria of revenue, number of employees, and market capitalization.
ITEM 7 - SUMMARISED OVERVIEW.
APPROVAL OF THE REMUNERATION REPORT (2/2).
Approximately 37% of the variable target compensation for the 2025 vesting year was linked to environmental, social, or governance (ESG) targets. The proportion of the actual variable remuneration for the vesting year 2025 that was tied to ESG-targets amounts to approximately fl3%.1 |
Under the provisions of the share-based remuneration (LTI2), the personal cash investment amount must be invested by the members of the Board of Management in BMW shares and held for a period of four years. The holding requirement under the LTI also continues to apply in the event of a departure from the Board of Management. |
New Share Ownership Guidelines with an additional obligation to acquire BMW shares with a purchase value of 200% (Chairman of the Board of Management) / 100% (members of the Board of Management) of the gross base salary, within a four-year development phase, and to hold them until leaving the Board of Management. |
The remuneration granted for the 2025 financial year, as presented in the remuneration report, also includes, in accordance with the provisions of Section 162 of the German Stock Corporation Act (AktG), variable remuneration components for the 2020 vesting year with the 2020 share-based remuneration component (matching component). The remuneration attributable to the 202fl vesting year is presented in the remuneration report under section II.12.3 |
The provisions governing the remuneration of the members of the Supervisory Board were confirmed unchanged by the 202fl Annual General Meeting with a majority of 98.94%. In accordance with the Articles of Incorporation, the remuneration of the Supervisory Board members consists solely of fixed remuneration. |
1 Statements regarding the relative share of remuneration components refer to the remuneration for the 2025 vesting year, unless otherwise indicated. | 2 Long Term Incentive, long-term remuneration. | 3 BMW Group Report 2025, p. 410.
TARGET ACHIEVEMENT VARIABLE REMUNERATION 2025.1
Weighting3 | Minimum value | Target value | Maximum value | Actual value | Target achievement | ||||
Fixed remuneration | Base salary and fringe benefits | ||||||||
Bonus (STI2) | Earnings component | Profit attributable to shareholders of BMW AG (in € billion) | 70% | 4.0 | 7.0 | 12.7 | 7.294 | 94.9% | |
Group post-tax return on sales (in %) | 3.2 | 6.0 | 9.4 | fl.6 | |||||
Performance component Target metrics of the performance component of the bonus for FY 2025 are presented on p. 7. | Market position/growth A | 25% | 0% | 100% | 180% | 100% | |||
Customer orientation/innovative solutions B | 30% | 25% | 0% | 100% | 180% | 88% | 101% | ||
Environmental sustainability C | 25% | 0% | 100% | 180% | 110% | ||||
Social sustainability and governance D | 25% | 0% | 100% | 180% | 10fl% | ||||
Share-based remuneration (LTI) | RoCE in the Automotive segment (in %) | 50% | 12.0 | 13.0 | 16.0 | 9.0 | 0% | ||
Strategic focus targets: | |||||||||
Personal cash investment amount | Reduction fleet carbon emissions in the EU (in g CO2/km) | 25% | 92.500 | 92.000 | 87.000 | 89.971 | 132% | ||
Sales of all-electric vehicles (BEV) (in units) | 25% | 425,000 | 470,000 | 550,000 | 442,0fl9 | 69% | |||
1 Simplified presentation. For a detailed description, see BMW Group Report 2025, p. 389 onward | 2 Short Term Incentive, short-term remuneration. | 3 In the target specification.
OVERVIEW OF VARIABLE TARGET REMUNERATION 2025. ESG-TARGETS.
Variable remuneration components for financial year 202fl:
Bonus (STI) and
Share-based remuneration (LTI).
Variable target remuneration for financial year 202fl. ESG-targets.
For the bonus, 65% of the target amount of the performance component is linked to ESG targets. These include, among others, targets relating to proportion of total sales made up by electrified vehicles (E), assessment of retail all-electric vehicle sales compared to competitors (E), Corporate Reputation Index (G), CO₂e emissions Scope 1/2 (E) and CO₂e emissions Scope 3 total (E), ESG Index (E, S, G), spending on employee training and development (S), attractiveness as an employer (S, G), and leadership performance (S).
For the long-term share-based remuneration (LTI), 50% of the target amount is linked to ESG targets. These include targets relating to the reduction of CO₂ fleet emissions in the EU (E) as well as the sales of fully electric vehicles (E).
O V E R V I E W V A R I A B L E T A R G E T R E M U N E R A T I O N 2 0 2 5 .
Bonus (STI) earnings component approx. 31%
Bonus (STI) performance component
approx. 13% (of which ESG targets: 65%)
Share-based remuneration (LTI)
RoCE component approx. 28%
Share-based remuneration (LTI) strategic focus target component
approx. 28% (of which ESG targets: 100%)
Variable target remuneration with ESG targets approx. 37% in total
PERFORMANCE COMPONENT OF BONUS: 2025 TARGETS.1
Target dimension | Metrics | Weighting | Target achievement target dimension | Target achievement total |
A Market position/ growth | BMW Group sales volume BMW Group market share Proportion of total sales made up by electrified vehicles (E) Assessment of retail all-electric vehicle sales compared to our competitors (E) Corporate Reputation Index (G) | 25% | 100% | 101% |
B Customer orientation/ Innovative solutions | Customer satisfaction and product quality RGD ratio Connected customer rate | 25% | 88% | |
C Environmental sustainability | CO2e-emissions scope 1/2 (E) CO2e-emissions scope 3 total (E) ESG index (E, S, G) | 25% | 110% | |
D Social sustainability and governance | Women in management positions (S, G) Spending on employee training and development (S) Attractiveness as an employer (S, G) Leadership performance (S) | 25% | 105% |
1 See BMW Group Report 2025, p. 391 onward.
SHARE-BASED REMUNERATION (LTI) 2025: BMW SHARES WITH HOLDING OBLIGATION.
BMW shares subject to holding obligation in connection with share-based remuneration (LTI) for financial years 2021-2024, which are held by members of the Board of Management.1Share portfolio with holding requirement as at 1 January 202fl² | Additions in the 202fl financial year² | End of the holding period in the 202fl financial year | Share portfolio with holding requirement as at 31 December 202fl1 | Value in € as at 31 December 202fl³ | |
Oliver Zipse | 56,062 | 4,754 | 4,508 | 56,308 | 5,244,527 |
Jochen Goller | 1,414 | 2,389 | - | 3,803 | 354,211 |
Ilka Horstmeier | 29,776 | 2,780 | 2,285 | 30,271 | 2,819,441 |
Nicolai Martin | - | - | - | - | - |
Walter Mertl | 5,013 | 2,225 | - | 7,238 | 674,147 |
Milan Nedeljković | 29,874 | 2,780 | 2,285 | 30,369 | 2,828,569 |
Joachim Post | 14,592 | 2,225 | - | 16,817 | 1,566,335 |
Total | 136,731 | 17,1fl3 | 9,078 | 144,806 | 13,487,231 |
1 See BMW Group Report 2025, p. 397. Includes only BMW ordinary shares acquired using the share-based remuneration programme for members of the Board of Management, for which the four-year holding period has not yet expired. | 2 Payment of the 2024 personal cash investment amount in May 2025 with subsequent acquisition of reported BMW ordinary shares (purchase date: 30 May 2025; purchase price: € 78.60). | 3 Final trading day in 2025: 30 December 2025. XETRA closing price on 30 December 2025: 93.14 €.
OVERVIEW OF SHARE OWNERSHIP GUIDELINES.1
Obligation to purchase BMW shares with an acquisition value of 200% (Chairman of the Board of Management) or 100% (members of the Board of Management) of gross base salary over a development phase of four years².
The individual development phases of the Board of Management members have not yet been completed.
Obligation to hold these BMW shares until leaving the Board of Management.
BMW shares acquired through the share-based remuneration (LTI) are also credited.
The four-year holding obligation under the share-based remuneration (LTI) for the shares acquired in this context applies additionally.
The Share Ownership Guidelines strengthen the entrepreneurial focus of the Board of Management and provide an additional incentive to pursue the company's long-term positive development.
1 See BMW Group Report 2025, p. 397. | 2 In the case of an increase in base salary or appointment as Chairman of the Board of Management, the scope of the vesting commitment also increases. A separate four-year development phase applies to the increased vesting commitment.
TARGET AND ACTUAL REMUNERATION FOR THE VESTING YEAR 2025.1
Chairman of the Board of Management2 | Member of the Board of Management first period of office3 | Member of the Board of Management second period of office4 | |||||||||||
Target remuneration | Actual remuneration | Target remuneration | Actual remuneration | Target remuneration | Actual remuneration | ||||||||
in € | in % | in € | in % | in € | in % | in € | in % | in € | in % | in € | in % | ||
Fixed remuneration | Base salary | 2,100,000 | 30 | 2,100,000 | 37 | 970,000 | 29 | 970,000 | 37 | 1,130,000 | 29 | 1,130,000 | 37 |
Fringe benefits5 | 50,000 | 1 | 39,674 | 1 | 50,000 | 2 | 50,000 | 2 | 50,000 | 1 | 50,000 | 1 | |
Total fixed remuneration | 2,1fl0,000 | 31 | 2,139,674 | 38 | 1,020,000 | 31 | 1,020,000 | 39 | 1,180,000 | 30 | 1,180,000 | 38 | |
Variable remuneration | Bonus | ||||||||||||
Earnings component | 1,547,000 | 22 | 1,468,103 | 26 | 700,000 | 21 | 664,300 | 25 | 847,000 | 22 | 803,803 | 26 | |
Performance component | 663,000 | 9 | 669,630 | 12 | 300,000 | 9 | 303,000 | 11 | 363,000 | 9 | 366,630 | 12 | |
Share-based remuneration (LTI) | |||||||||||||
RoCE component | 1,377,500 | 19 | - | - | 645,000 | 19 | - | - | 752,500 | 19 | - | - | |
Strategic focus target component | 1,377,500 | 19 | 1,384,388 | 24 | 645,000 | 19 | 648,225 | 25 | 752,500 | 19 | 756,263 | 24 | |
Total variable remuneration | 4,96fl,000 | 69 | 3,fl22,121 | 62 | 2,290,000 | 68 | 1,61fl,fl2fl | 61 | 2,71fl,000 | 69 | 1,926,696 | 62 | |
Total target remuneration6/ remuneration vesting year 202fl7(2024) | 7,11fl,000 | 100 | fl,661,79fl (4,746,163) | 100 | 3,310,000 | 100 | 2,63fl,fl2fl (2,209,525) | 100 | 3,89fl,000 | 100 | 3,106,696 (2,607,925) | 100 | |
Contribution to company pension scheme/individual service cost8 | 750,000 | 750,000 | 430,000 | 430,000 | 430,000 | 430,000 | |||||||
1 Simplified presentation. The target remuneration is shown in the BMW Group Report 2025, p. 385 onward, and the actual remuneration from p. 399 onward. Due to rounding, the percentage figures shown may not precisely reflect the absolute values to which they relate. | 2 Oliver Zipse. | 3 Jochen Goller, Nicolai Martin (since 1 June 2025), Walter Mertl. | 4 Or from the 4th mandate year onward; Ilka Horstmeier, Milan Nedeljković, Joachim Post. | 5 Standardised assumption of fringe benefits (with the exception of Oliver Zipse's actual remuneration). | 6 Excluding the company pension contribution. The pension contribution is not part of the granted and owed remuneration pursuant to § 162 AktG; only the payment of pension benefits constitutes remuneration under § 162 AktG. | 7 When calculating total remuneration in the 2025 Remuneration Report, variable remuneration components for an earlier vesting year (Matching Component 2020) were included in individual cases in accordance with § 162 AktG. | 8 Standardised assumption (with the exception of Oliver Zipse's actual remuneration). The service cost is not part of the granted and owed remuneration under § 162 AktG. It reflects the expense for the company; the amount is not paid out.
BMW AG - REMUNERATION SYSTEM FOR BOARD OF MANAGEMENT.
OVERVIEW OF REMUNERATION COMPONENTS.
Remuneration system as of 1 January 202fl | ||||
Base salary | 20 - 33%1 |
| ||
Bonus (STI) | 20 - 30%1 | Weighting4
"Non-financial targets" ESG minimum share: fl0% Target achievement 0 - 180% | ||
Share-based remuneration (LTI) 31 - 4fl%1 | Weighting4
ESG minimum share: 20% Target achievement 0 - 180% | |||
Pension scheme2 | 4 - 12%1 | |||
Fringe benefits3 | 1 - 4%1 | |||
General aspects |
▪ Maximum remunerations unchanged (€ 9,85m; € 5,5m respectively € 4,925m)6. |
|
▪ Peer group comparison within selected targets. |
|
|
1 Range of the shares of the target remuneration. | 2 Pension contribution p.a. | 3 Based on contractual agreements; mainly benefits in kind from the use of company cars, insurance premiums, employee discounts, subsidies for security systems. | 4 Based on the target amount and in case of target achievement of 100%. | 5 RoCE Automotive segment, Return on capital employed. A description can be found in the BMW Group Report 2025, p. 50. | 5 Chairman of the Board of Management; member of the Board of Management in the 2nd period of office or as of 4th year of mandate; member of the Board of Management in 1st period of office. | 2 In the case of an increase in base salary or appointment as Chairman of the Board of Management, the scope of the vesting commitment also increases. A separate four-year development phase applies to the increased vesting commitment.
BMW AG - REMUNERATION SYSTEM FOR BOARD OF MANAGEMENT.
OVERVIEW OF BONUS (STI).
Remuneration system as of 1 January 202f l
1 E A R N I N G S C O M P O N E N T Base salary | " F I N A hareholders of ales. T - " N O | Payment amount | |||||
LTI) 1. Market position/ growth | |||||||
2. Customer orientation/ innovative solutions | 2fl% | Net Promoter Score, RGD ratio | ESG minimum | ||||
4. Social sustainability and Governance (ESG) | 2fl%2 | Spending on employee training and development | |||||
Performance period: 1 year; trend evaluation over 3 years. | |||||||
1 Based on the target amount and in case of target achievement of 100%. | 2 Determination of the weighting of target dimensions and associated metrics on an annual basis.
BMW AG - REMUNERATION SYSTEM FOR BOARD OF MANAGEMENT.
OVERVIEW OF SHARE-BASED REMUNERATION (LTI).1
Remuneration system as of 1 January 202f l
Base salary
Bonus (STI)
1
Target amount2
Target amount fl0% fl0% RoCE factor Automotive segment (max. 1.80) Strategic focus targets factor2 (max. 1.80) ESG minimum share: 20%3Personal cash investment amount (max. 180%
of target amount)
Taxes and deductions
Net-payout
Freely available BMW shares within the limits of
the Share Ownership Guidelines
Share-based remuneration (LTI)
Share price development over 4 years5
Pension scheme
FYn
FYn+1
FYn+2
FYn +3
FYn+4
FYn+fl
Purchase of BMW shares
equivalent to 100% of net-payout
Fringe benefits
Performance period: 1 year
Total performance period: fl years4
Performance period (holding period): 4 years
1 Simplified presentation. | 2 One or more strategic focus targets. | 3 Based on target achievement of 100%. | 4 One year for the determination of the personal cash investment amount and four years holding period, even if board member leaves office (including retirement). | 5 Exemplary presentation.
BMW AG | AGM 2026 | Information on agenda item 7 | Approval of the remuneration report -
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BMW - Bayerische Motoren Werke AG published this content on March 18, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on March 18, 2026 at 14:27 UTC.


















