BMW : Report of the Supervisory Board 2022

12	BMW Group Report 2022	To Our Stakeholders Combined Management Report	Group Financial Statements	Responsibility Statement and Auditor's Report	Remuneration Report	Other Information

Report of the Supervisory Board

Norbert Reithofer

Chairman of the Supervisory Board

R E P O R T O F T H E

S U P E R V I S O R Y B O A R D

DEAR SHAREHOLDERS,

The year 2022 was a challenging, but nonetheless successful one for the BMW Group. The ongoing war in Ukraine is a human tragedy that moves us all deeply. In economic terms, too, the conflict has had a massive impact, with severe repercussions for vital supply chains. The general situation was also exacerbated by repeated lockdowns in China and numerous bottlenecks affecting semiconductor availability. However, despite these adverse geopolitical­ and macroeconomic circumstances, the BMW Group performed well in 2022 within the competitive environment. With around 2.4 million vehicles sold and the production of all-electric vehicles making good progress, the BMW Group has clearly demonstrated that a strong product portfolio is the best response to a challenging environment.

We got off to a flying start in 2023 with the unveiling of the BMW i Vision Dee at the Consumer Electronics Show in Las Vegas. "Dee" stands for Digital Emotional Experience, a new form of interaction between people and their cars in which genuine driving pleasure and the virtual world merge seamlessly. With this vehicle, BMW has already arrived in the future in terms of digitalisation!

For 2023, we intend to maintain our firm course of profitable growth and press ahead with the ramping up of electric mobility. We are convinced that the future of the BMW Group is electric, digital and circular - and it has already begun!   

13	BMW Group Report 2022	To Our Stakeholders Combined Management Report	Group Financial Statements	Responsibility Statement and Auditor's Report	Remuneration Report	Other Information

Report of the Supervisory Board

Focus of Supervisory Board activities during the past financial year

The Supervisory Board performed the duties incumbent upon it with the utmost diligence throughout the financial year 2022.

Based on in-depth reports presented by the Board of Management, in our capacity as a supervisory body we assiduously monitored the governance of the BMW Group and advised the Board of Management on matters relating to the management and strategic development of the Group. We focused in particular on the progressive electrification of the Group's product portfolio and on implementing the corporate strategies adopted in the fields of digitalisation and sustainability. At each of the five plenary sessions of the Supervisory Board (including two two-day meetings), we held detailed discussions with the Board

of Management regarding the Group's situation, addressing a variety of topics, including the risks associated with the ongoing global uncertainty and risk management. The Board of Management also kept the Supervisory Board well informed of any matters of significance outside the framework of formal meetings. I also discussed key current ­matters personally with the Chairman of the Board of Management between meetings on a regular basis. In addition to scheduled meetings, the Chairman of the Audit Committee was also in direct contact with the Board of Management member responsible for Finance as well as with the external ­auditor's representatives. Furthermore, we regularly dealt with personnel-related matters as well as internal Supervisory Board issues without the presence of the Board of Management.

Within the Supervisory Board and its committees, dialogues were always conducted in an open and constructive spirit, both internally and together with members of the Board of Management. Detailed documents distributed in a timely manner prior to meetings enabled members to prepare appropriately for the topics up for discussion. In addition, separate preliminary meetings of the shareholder and employee representatives were held on a regular basis prior to Supervisory Board meetings.

In its reports on the BMW Group's position, the Board of Management kept us well

­informed at each meeting regarding current developments and the Group's overall perfor- mance. A regular topic of discussion was the development of current sales trends based on figures analysed by brand, segment and market region for both the BMW Group and its competitors, with a keen focus on electrified vehicles. An overview of key financial indicators and the liquidity situation of the BMW Group was also an integral part of these reports. In view of the far-reaching consequences of the war in Ukraine, including the impact on business in Russia and the recurrent coronavirus­-related lockdowns in China, we were provided with up-to-date information on current ­developments, risks to business performance

and risk management measures on a regular basis. The latest developments in the semiconductor supply situation were also ­discussed at each meeting.

The monitoring of corporate strategy also remained high on the Supervisory Board's agenda. The Board of Management provided an in-depth account of its strategies, focusing on the automotive sector's transformation in the fields of electrification, digitalisation and the circular economy and emphasising the importance of the NEUE KLASSE as a huge leap in terms of product features. The latest purchasing strategies in place were also ­explained to us in great depth. Growing challenges in relation to supply chain management and the ongoing trend towards technology clusters were both discussed at considerable length. Particular attention was paid to the Catena-X platform, a cross-company network designed to improve supply security and carbon emissions management throughout the supply chain using standardised data exchange systems. The overall market situation as well as the outlook for automated driving were also subjects of the Board of Manage- ment's reports. In conjunction with the information provided on the topic of sustainability, the Board of Management reaffirmed the BMW Group's ambitious decarbonisation targets for the year 2030.

At each meeting, the Board of Management updated us on the current status of its strategy- and project-related work as well as the progress being made in implementing its declared strategy of environmental sustainability. These updates also included current events such as the opening of the Lydia plant in China, which is fully geared to e-mobility production, the start of production of fuel cell systems at the BMW Group's in-house competence centre for hydrogen in Munich, the market launch of the all-electric BMW iX1 as well as the founding of the "Circular Republic" initiative in collaboration with UnternehmerTUM GmbH on all aspects of the circular economy.

Moreover, the Board of Management reported to us on other current topics, such as the highly successful presentation of the new BMW 7 Series in Palm Springs, USA, the activities surrounding the 100th anniversary of the BMW plant and the 50th anniversary of the BMW Group's "Vierzylinder" tower in Munich, the unveiling of the Spectre, the first all-electricRolls-Royce, and the eight IQS Quality Awards received for five of our vehicle models as well as three of the BMW Group's plants.

On several occasions we deliberated on major changes affecting the legal framework and/or regulatory projects that are of significance to the BMW Group, in particular the EU's regulations regarding fleet carbon emissions in conjunction with the EU's "Fit for 55" package and the Euro 7 emissions standards.

14	BMW Group Report 2022	To Our Stakeholders Combined Management Report	Group Financial Statements	Responsibility Statement and Auditor's Report	Remuneration Report	Other Information

Report of the Supervisory Board

Furthermore, the Supervisory Board closely monitored developments relating to major strategic cooperations. In 2022, the focus was particularly on the Chinese market, with ­respect to both the BMW Brilliance Automotive joint venture, in which the BMW Group was able to increase its share to 75 % with effect from 11 February 2022, and the cooperation with Great Wall Motors for the local production of an all-electric MINI. The Board of Management updated us on the current status of these projects at each meeting. In light of the sale of SHARE NOW, we were also kept informed of strategic developments at YOUR NOW as well as the strengthening of the BMW Group's luxury segment product range through the acquisition of the ALPINA brand.

The development of the BMW Group's equity and considerations undertaken by the Board of Management regarding the possible implementation of a share buyback programme were further key items on our agenda. Based on the rationale provided by the Board of Management, we approved the resolution proposed to the Annual General Meeting to authorise the acquisition of treasury shares. At the same time, the Supervisory Board stipulated a requirement to obtain the Supervisory Board's approval in certain cases of share buybacks and assigned responsibility for deciding on such approval to the Audit Committee.

The Supervisory Board reviewed the targeted, maximum and expected level of Board of Management remuneration for the financial year 2022 in light of the BMW Group's business performance as well as the multi-year remuneration trend of its senior executives and employees within Germany. Based on a comparative study conducted by an external independent remuneration consultant and subsequent oral advice, we concluded that both the remuneration paid to Board of Management members for the financial year 2021 and the target remuneration for 2022 are appropriate. In December 2022, following thorough preparation by the Personnel Committee, we adopted the variable remuneration targets applicable to Board of Management members for the financial year 2023, taking into account the budget for 2023, the long-term business plan and the Group's corporate strategy. Detailed information on Board of Management remuneration for the financial year 2022 is provided in the Remuneration Report.

In addition, we deliberated upon key issues arising within the Board of Management's various key areas of responsibility in the course of our work. We carefully considered the planned realignment of the BMW Group's retail operations in specified regions to an agency model based on a presentation explaining the objectives, implementation steps and plans for individual European markets. The European market as a whole was also the subject of an in-depthsales report.

The fundamental structures of the BMW Group's risk management system as well as the key elements of its risk strategy were clearly set out for us in the detailed Risk Report. In

addition,­ various scenarios and risk mitigation measures were discussed regarding a range of topics of current relevance for the key areas Development, Purchasing, Production and Sales. The Board of Management also reported to us on the strategy, performance, sector-­ specific risk profile and current projects of the Financial Services line of business. Key topics relating to the Group's financing system were also discussed at length.

During the year under report, we reviewed the strategies pursued by Human Resources, including maintaining the attractiveness of the BMW Group as an employer. The Board of Management also brought us up to date on the current status of the diversity concepts ­developed by the Group and the extent to which targets have been achieved regarding the proportion of women employed at various levels.

We also gave thorough consideration to the current status, maturity and evolution of the Group's compliance management system. In his annual report, the Chief Compliance

Officer­ presented the key stages of development that have been defined for this system and provided an insight into a number of individual projects, including in particular the ­implementation of the German Supply Chain Due Diligence Act.

In December 2021, the Supervisory Board agreed to the initial plan to hold the 2022 Annual General Meeting on a virtual basis in the wake of the Covid-19 pandemic and in March 2022, the detailed concept proposed by the Board of Management was approved. In Decem- ber 2022, the Supervisory Board also agreed to hold the 2023 Annual General Meeting on a virtual basis, particularly in view of the higher level of planning certainty and the lower consumption of resources. In this context, it will be ensured that shareholders can exercise their rights on an equivalent basis to an AGM held in person.

I personally hold discussions with investor representatives on topics specific to the Super­ visory Board on a regular basis. Key topics discussed during the past financial year included corporate-governance-relevant issues such as targets for the composition of the Super­ visory Board, the Remuneration Report and arrangements for the Annual General Meeting. Another topic of these discussions was the Supervisory Board's dealing with the corporate strategy, in particular with regard to sustainability targets set by the BMW Group.

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Report of the Supervisory Board

The BMW Group's long-termbusiness plan was subjected to comprehensive examination. Focusing on the transformation towards sustainable mobility, the Board of Management presented its forecasts for the various segments as well as ambitious long-term targets set for the Group. The key targets of profitable growth across all segments and sales growth

of all-electric models were both reaffirmed. The Board of Management also reported on financial planning as well as opportunity and risk scenarios pertaining to the Automotive segment. Following thorough examination, the Supervisory Board approved the long-term business plan drawn up by the Board of Management.

In December, the Board of Management presented the budget for the financial year 2023. After detailed discussion with the Board of Management, including the particular challenges in view of the uncertain and volatile overall situation, we gave our approval to this document as well.

Based on the new version of the German Corporate Governance Code, we have continued to develop the BMW Group's system of corporate governance, including a revision of the competence profile stipulated for the Supervisory Board as one particular contribution. A qualification matrix showing each individual Supervisory Board member's areas of ­expertise is provided in the Statement of Corporate Governance on the BMW Group web- site. Based on a self-assessment, we concluded that the composition of the Supervisory Board at 31 December 2022 fully meets the targets stipulated in the diversity concept and the competency profile.

In light of the major significance attached to sustainability-related topics, the tasks assigned to the Audit Committee and the Presiding Board in this respect have now been delineated more clearly in our Rules of Procedure.

In the Declaration of Compliance with the German Corporate Governance Code issued in December 2022, the Board of Management and the Supervisory Board confirmed that they have complied with the recommendations of the Code as amended on 16 December 2019 without exception. Moreover, we have fully complied with the recommendations contained in the latest version of the Code dated 28 April 2022 and intend to continue doing so going forward.

With BMW AG's support, Supervisory Board members received further training on various topics during 2022. In March, for instance, in training sessions with representatives of the auditor, PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft (PwC), we took an in-depth look at current and future frameworks applicable for non-financial reporting and familiarised ourselves with EU Taxonomy regulations. At our two-day meeting held in July, our agenda also gave us the opportunity to gain an insight into digital, AI-supported factory planning ("BMW iFACTORY") at the Dingolfing plant, the BMW Group's largest production location in Europe. In this context, we were informed about the key aspects of the "Lean, Green, Digital" concept for sustainable, digital production systems.

In September, motivated in part by a keynote speech made by an external speaker on the future of e-mobility from the perspective of an energy company and grid operator, we looked at the challenges arising relating to the availability of energy supplies on the one hand and the expansion of charging infrastructure in Germany on the other. Furthermore, the Supervisory Board members had the opportunity to test-drive various vehicles with ­different drive systems at the BMW and MINI Driving Academy in Maisach near Munich. In addition, we were given a preview of the architecture, design, display and operating concept of the NEUE KLASSE, including a whole host of innovative features. Last but not least, in December we discussed the perception of the BMW Group on the capital market with an external capital market expert familiar with the automotive sector.

The onboarding programme for new Supervisory Board members was continued in 2022, with representatives of the Group's specialist departments taking the time to provide useful insights into the key business areas as well as the planning processes deployed at the BMW Group. New members were also introduced to the ongoing work of the Supervisory Board.

Towards the end of 2022, we reviewed the effectiveness of the work of the Supervisory Board and its committees with the aid of a questionnaire, the results of which were discussed at the meeting. Cooperation, within the Supervisory Board itself and with the Board of Management, was unanimously assessed as being constructive and fruitful. We are ­already planning to follow up on a number of suggestions in 2023 with a view to increasing our understanding of specific topics, in particular individual aspects of the BMW Group's sustainability strategy, such as hydrogen technology and sustainable energy generation at a BMW site.

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Report of the Supervisory Board

The Supervisory Board is careful to avoid any conflicts of interest in the course of its deliberations and decision-making processes. No conflicts of interest were either reported or identified during the financial year 2022.

Description of Presiding Board activities and committee work

The Supervisory Board has established a Presiding Board and four committees. The Chairman of the Audit Committee, Dr Bock, and myself reported in detail on the work of the ­Presiding Committee as well as the committees at each of the subsequent Supervisory Board meetings. Further information on the duties, composition and working methods of the Presiding Board as well as the committees is provided in the Statement of Corporate Governance on our website.

Unless a particular committee was responsible, the Presiding Board prepared the content of the topics for the plenary meetings at its four meetings in cooperation with the Board of Management and senior heads of department and made suggestions for topics to be reported on at Supervisory Board meetings.

The Audit Committee convened eight times in total.

In February and March 2022, the focus was on preparing the Supervisory Board meeting at which the financial statements for the financial year 2021 were discussed and examined. After considering the matter of independence, the Audit Committee recommended to the Supervisory Board that PwC be proposed for election as auditor at the 2022 Annual General Meeting. There were no indications of conflicts of interest, grounds for exclusion or lack of

independence­on the part of the auditor.

The Audit Committee concluded that PwC's fee proposal for the audit of the Company and Group Financial Statements and the BMW Group Report 2022 as well as for the review of the Half-Year Report 2022 was appropriate in light of the scope of its tasks and issued the corresponding contracts to PwC following their election at the Annual General Meeting in May 2022. The Audit Committee also specified supplementary audit focus areas. Moreover, it approved the scope of the non-audit services to be performed by PwC, the progress of which was reported to us on a regular basis. At its meetings, the Audit Committee discussed the quality of the audit in depth on several occasions. In particular, it requested the relevant department to report on the Group's perception of the audits of the financial statements for the financial year 2021 as well as on the results of the survey conducted within the Group in this context. Based on this report, the auditor's description of the quality assurance measures undertaken and the Audit Committee's own experience with the auditor, the audit was found to be of good quality.

We also examined the combined Non-financial Statement of BMW AG and the BMW Group for the financial year 2021, which is part of the BMW Group Report. Here, too, the represent­ atives of PwC reported to us on the findings of their audit. We have again engaged PwC to conduct a "limited assurance" audit of the Non-financial (Group) Statement for the financial year 2022, to the extent that it relates to parts of the management report that are not subject to a "reasonable assurance" audit. Going beyond the formal review required by law, the Audit Committee also engaged PwC to audit the contents of the Remuneration Report for the financial year 2022.

The Quarterly Statements were presented by the Board of Management and discussed with the Audit Committee prior to their publication. Representatives of the external auditors were present when the Half-Year Financial Report was discussed at the beginning of August 2022.

Furthermore, the Audit Committee considered the development of the BMW Group's equity and the share buyback programme 2022/2023 proposed by the Board of Management. Based on the responsibility vested in it by the Supervisory Board, the Audit Committee gave its approval to the programme in June.

The Audit Committee considered the effectiveness and appropriateness of the BMW Group's internal control system (including the Corporate Audit function and the compliance management system) as well as of the risk management system, focusing in particular on the current risk situation and the assessment of risk scenarios. We regularly monitor developments in the internal control system for non-financial reporting, with regard to the Group's sustainability-related targets. We also had Corporate Audit reports on the key findings of internal audits and the status of both ongoing and planned audits explained to us. The Chief Compliance Officer of the BMW Group reported on changes in the BMW Group's compliance management system in terms of strategic focus as well as on the implementation of operational measures and further planning. We also received a report on the status of the Tax and Customs Control System from the relevant head of department. The in-house General Counsel provided us with detailed information regarding major legal disputes and proceedings. We also requested information on important product quality issues.