Resolution of AGM


 

TIDMVKW 
 
RNS Number : 2962R 
Volkswagen AG 
28 April 2009 
 
? 
VOLKSWAGEN AKTIENGESELLSCHAFT 
 
 
 
 
Publication pursuant to Article 30b Section 1 No. 2 WpHG [Securities Trading 
Act] of the Disapplication of the Pre-emptive Rights 
 
 
 
 
On April 23, 2009, the Annual General Meeting of Volkswagen Aktiengesellschaft 
passed the following resolution: 
 
a) The Board of Management is authorized, with the consent of the Supervisory 
Board, to acquire at its discretion ordinary shares and/or non-voting preferred 
shares of Volkswagen AG in one or more tranches, up to a maximum of 10% of the 
share capital, i.e. up to a maximum of 40,016,362 shares, via the stock market, 
by way of a public purchase offer directed to all shareholders, or by means of 
derivatives in the form of put or call options or a combination of the two. 
 
The Board of Management is also authorized, with the approval of the Supervisory 
Board, and in one or more tranches, 
 
- to resell the shares in compliance with the principle of equal treatment of 
all shareholders, provided




     that such resale is not performed for the


purposes of trading in own shares, or 
 
-     to list them on stock exchanges outside Germany on which the Company's 
shares have not 
      been traded previously, or 
 
-     to offer and transfer them in the context of business combinations or in 
the context of the acquisition of




     companies or equity interests in


companies, or 
 
-    to utilize them to settle bearer bonds with warrants and/or convertible 
bonds, with the exception of stock




    option plans for the Board of


Management and employees, or 
 
-     to offer them for sale to persons employed by, or having a contract of 
service with, Volkswagen AG or




     one of its affiliated companies, or


 
-     to sell them for cash consideration to a third party at a price that is 
not materially lower than the quoted




     market price of the shares of


the Company at the time of sale, or 
 
-     to retire them without a further resolution by the Annual General Meeting. 
 
If the share capital is lower at the time of purchase of the shares than it is 
at present, the stated number of shares to be purchased would be reduced 
correspondingly. Together with other shares of the Company that the Company has 
already acquired and still holds, or that are attributable to the Company in 
accordance with sections 71d and 71e of the AktG, own shares that the Company 
acquires by virtue of this authorization may not account for more than 10% of 
the share capital at any time. Shares may also be acquired, held and utilized in 
accordance with the other requirements mentioned in this resolution by other 
Group companies and/or by third parties for the account of Volkswagen AG or for 
the account of other Group companies. Derivatives, such as options on shares, 
may also be used. 
 
This authorization will come into effect on October 25, 2009 and shall apply 
until October 23, 2010. 
 
b) In the event of acquisition via the stock exchange, the price paid per share 
(not including transaction costs) may not be more than 5% higher or 10% lower 
than the price of the ordinary shares or preferred shares calculated in the 
opening auction in XETRA trading (or a comparable successor system) on the 
trading day. 
 
c)  In the event of a public purchase offer to all shareholders, the purchase 
price offered or the limits of the purchase price range offered per share (not 
including transaction costs) may not be more than 20% higher or lower than the 
closing price of the ordinary or preferred shares in XETRA trading (or a 
comparable successor system) on the trading day prior to the publication of the 
offer. If the quoted market price exceeds the purchase price offered following 
the publication of a formal offer, the purchase price offered may be adjusted. 
In such a case, the price on the last trading day prior to publication of the 
adjustment to the offer shall apply. The volume of the offer may be limited. If 
the offer is oversubscribed, acceptance must be based on a quota system. 
Provision may be made for preferential acceptance of small volumes of up to one 
hundred tendered shares per shareholder. 
 
d) If own shares are acquired by means of derivatives in the form of put or call 
options or a combination of the two types of option, all shares acquired by 
exercising this authorization shall be limited to a maximum of 5% of the share 
capital. The term of the options must expire no later than on October 23, 2010 
and must be chosen in such a way that the shares may not be acquired after 
October 23, 2010 by exercising the options. The terms and conditions of the 
options must ensure that the options may only be settled by shares that have 
been acquired via the stock exchange in compliance with the principle of equal 
treatment at the quoted market price of the shares in XETRA trading (or a 
comparable successor system) at the time of acquisition via the stock exchange. 
 
The price paid by the Company to acquire options may not be higher than, and the 
selling price for options received by the Company may not be lower than, the 
theoretical market price of the options in question calculated using recognized 
valuation techniques; the inputs used to calculate this theoretical market price 
shall include the agreed exercise price. If own shares have been acquired using 
derivatives in compliance with the provisions set out above, shareholders shall 
not be permitted to enter into such option transactions with the Company by 
application mutatis mutandis of section 186(3) sentence 4 of the AktG. 
Shareholders shall also not be permitted to enter into option transactions to 
the extent that a preferential offer to enter into option transactions related 
to small numbers of shares is stipulated when option transactions are entered 
into. Shareholders shall have a right to tender their shares only to the extent 
that the Company has an obligation to them to acquire shares under option 
transactions. Any more far-reaching right of tender is excluded. 
 
e) The price at which the shares of Volkswagen AG may be listed on additional 
stock exchanges may not be more than 5% lower than the price of the ordinary or 
preferred shares (not including transaction costs) in XETRA trading (or a 
comparable successor system) calculated at the end of the placement period. The 
price at which they are issued to third parties in the context of business 
combinations or acquisitions of companies or equity interests in companies may 
not be more than 5% lower than the price of the ordinary or preferred shares 
(not including transaction costs) in XETRA trading (or a comparable successor 
system) calculated on the day of the binding agreement with the third party. The 
price at which they are sold to third parties for cash consideration may not be 
materially lower than the quoted market price of the shares of the Company at 
the time of sale. 
 
f) Shareholders' pre-emptive rights to own shares of the Company shall be 
disapplied if the shares are listed on stock exchanges outside Germany, offered 
and transferred to third parties in the context of business combinations or in 
the context of the acquisition of companies or equity interests in companies, 
utilized to settle bearer bonds with warrants and/or convertible bonds, offered 
for sale to employees of Group companies, or sold to third parties for cash 
consideration. 
 
 
 
 
 
VOLKSWAGEN AKTIENGESELLSCHAFT 
38436 Wolfsburg, Germany 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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