BMW to build two new Distribution Centres in the U.S.

Expansion of logistics capabilities to keep pace with record growth of vehicle
sales.

Woodcliff Lake, NJ - October 10, 2007... BMW of North America, LLC (BMW NA)
announced today that it will expand its distribution network in the eastern and
central United States by building two new regional distribution centers. The
facilities will be located in Lower Nazareth, Pennsylvania and in Minooka,
Illinois. Together they will be serving 275 BMW and MINI dealers in the
Northeast and Midwest.

BMW NA will use these facilities to store nearly 75,000 unique items,
consisting of automotive and motorcycle spare parts as well as accessory and
lifestyle items for its BMW and MINI brands. BMW NA's total investment in the
new facilities will approach $173 million, including inventory. Both new
locations will incorporate numerous sustainable design and construction
techniques, and both are scheduled to open in the second half of 2008.

BMW NA has partnered with ProLogis, the world's largest owner, manager and
developer of distribution facilities, to develop the approx. 1.2 million square
feet of industrial space.

The automaker's other regional distribution centers in the U.S. are located in
Senatobia, MS, Jacksonville, FL, Stockton and Ontario, CA.

"With our ongoing record growth in our new vehicle sales for the last several
years and with almost three million BMW and MINI automobiles on the road in the
U.S., we are ready to expand our parts logistics capabilities," explained Alan
Harris, Vice-President of Aftersales, BMW of North America, LLC. "Our existing
parts centers are operating near capacity now and whenever possible we are
committed to providing next-day parts delivery to BMW retailers."

New regional distribution center in Minooka, IL
In suburban Chicago, BMW NA's new 306,000-square-foot facility, which is
expandable to 473,000 square feet, is under construction at ProLogis'
Internationale Centre South in Minooka, IL, near the I-80 and I-55 interchange.
The park currently comprises three buildings totaling 2.6 million square feet.
More than 40 jobs will be created when the facility is fully operational.
Completion of the new distribution center is planned for August 2008.

New regional distribution center in Lower Nazareth, PA
In eastern Pennsylvania, BMW NA's new 870,000-square-foot facility will be
located at ProLogis Park 33 in Lower Nazareth, PA, at the intersection of
Routes 33 and 248. The building, which is expandable to 1.4 million square
feet, is one of two facilities under construction at the park. The facility
will employ more than 100 people. In addition, ProLogis has acquired a
252,000-square-foot distribution facility from BMW NA in Mt. Olive, New Jersey.
BMW NA will continue to occupy the building, which serves as its northeast
distribution center for automotive and motorcycle spare parts, until completion
of the Pennsylvania facility in December 2008.

Sustainable design and construction techniques
Importantly, both new facilities will be built according to standards developed
by the U.S. Green Building Council (USGBC) under its "Leadership in Energy and
Environmental Design" (LEED) program. The facilities will incorporate numerous
sustainable design and construction techniques, including extensive use of
recycled and locally sourced construction materials, energy-efficient
fluorescent lighting with an advanced energy-control system, and
low-maintenance landscaping, bioswales and water-efficient irrigation.

"We make great efforts to support sustainable business development in all that
we do. That is why we are very proud that the new distribution centers will
incorporate state-of-the-art energy efficient and environmentally friendly
features and technologies," said Alan Harris, Vice-President of Aftersales.

The LEED Green Building Rating System™ is the nationally accepted benchmark for
the design, construction, and operation of high performance green buildings. It
promotes a whole-building approach to sustainability by recognizing performance
in five key areas of human and environmental health: sustainable site
development, water savings, energy efficiency, materials selection, and indoor
environmental quality. Achieving LEED Certification is a significant
accomplishment and is recognized nationally as making a strong commitment of
sustainability.

ProLogis partner to develop the facilities
The nearly 1.2 million square feet of industrial space in Minooka and Lower
Nazareth was developed through BMW NA's partnership with ProLogis, the world's
largest owner, manager and developer of distribution facilities.

"These are strategically important build-to-suit agreements for our company,"
said Larry Harmsen, ProLogis managing director and head of capital deployment
for North America. "Globally, the automotive industry is one of ProLogis' most
important customer segments, accounting for more than 17 million square feet of
distribution space in our overall industrial portfolio. We're very pleased to
be building a multi-market relationship with the BMW Group, one of the world's
largest manufacturers of premium automobiles, and look forward to expanding
this relationship to meet BMW Group's needs globally."