VKW Volkswagen Ord

 

TIDMVKW 
 
RNS Number : 3909I 
Volkswagen AG 
11 March 2010 
 
Invitation to the Special Meeting of Preferred Shareholders 
 
 
We are pleased to invite our preferred shareholders to attend the Special 
Meeting to be held at the Congress Center Hamburg, Marseiller Strasse 2, 20355 
Hamburg, on Thursday, April 22, 2010 starting at 3.00 p.m. The start of this 
Special Meeting of Preferred Shareholders may potentially be delayed, depending 
on how long the Annual General Meeting that precedes it lasts. 
 
 
Sole agenda item: 
 
 
Approval of the resolution authorizing the Board of Management to issue bonds 
with warrants and/or convertible bonds and to create contingent capital to grant 
options and/or conversion rights to subscribe for non-voting preferred shares in 
accordance with item 6 of the agenda for the Annual General Meeting on April 22, 
2010 
 
 
 
Total number of shares and voting rights 
 
The total number of preferred shares of the Company at the time the Special 
Meeting was convened amounts to 105,238,280. The total number of voting rights 
in this meeting is therefore also 105,238,280. 
 
Attendance at the Special Meeting and exercise of voting rights 
 
Only preferred shareholders who have registered by no later than the end of 
April 15, 2010 at the registration agent listed below in written form (section 
126b of the Bürgerliches Gesetzbuch (BGB - German Civil Code)) in German or in 
English are entitled to attend the Special Meeting and exercise voting rights. 
 
Preferred shareholders must also provide evidence that they are entitled to 
attend the Special Meeting of Preferred Shareholders and to exercise their 
voting rights by the close of April 15, 2010. For this purpose, they must submit 
evidence of their shareholding issued by the custodian bank in written form 
(section 126b of the BGB) in German or in English to the registration agent 
named below. The evidence must refer to the beginning of April 1, 2010 ("record 
date"). 
 
Registration agent: 
 
Volkswagen Aktiengesellschaft 
c/o Commerzbank AG 
GS-MO 2.5.1 AGM 
60261 Frankfurt am Main, Germany 
Fax: + 49 (0)69 / 136-26351 
E-mail: ZTBM-HV-Eintrittskarten@commerzbank.com 
 
The registration agent issues admission tickets entitling the holders to attend 
the Special Meeting of Preferred Shareholders and to exercise preferred 
shareholder rights there. 
 
Exercise of voting rights by proxy and/or attendance 
 
Voting rights and/or rights of attendance may also be exercised by a proxy, e.g. 
a credit institution, a shareholders' association, or a third party, but not in 
their own name. In this case, too, it is necessary for the shareholders 
concerned - as described above - to register in time and in the proper manner 
and to provide evidence of their shareholdings. To grant a proxy, the 
shareholder must issue the representative, unless the latter is the 
shareholder's legal representative, with a written proxy containing the name, 
the place of residence and the number of shares and votes of the shareholder 
represented. Proxies only apply to the next Special Meeting of Preferred 
Shareholders. Shareholders will be sent proxy forms together with their 
admission tickets. The representatives must submit the proxies, sorted in 
alphabetical order, of the shareholders they represent at the registration 
counter and surrender them for all attendees to examine. 
 
Anybody who represents shareholders in a professional capacity may only exercise 
voting rights if the shareholder has issued them with a proxy. Instructions may 
be obtained. Any revocation of a proxy must also be made in writing. 
 
The different rules governing representation laid down in the Articles of 
Association of Volkswagen Aktiengesellschaft on the date of publication of this 
invitation are based on a now amended version of the law and are therefore no 
longer applicable. 
 
Electronic proxies and electronic revocations of proxies must be sent to the 
Company at: 
 
www.volkswagenag.com/ir/hv 
Fax and SMS: +49 (0) 53 61 / 95 60 01 00 
or by e-mail to: hvstelle@volkswagen.de 
 
We offer our shareholders the opportunity to be represented at the Special 
Meeting of Preferred Shareholders by a proxy designated by the Company who will 
vote on their behalf in accordance with their voting instructions. Shareholders 
who wish to take advantage of this opportunity require an admission ticket to 
the Special Meeting of Preferred Shareholders. The form printed on this 
admission ticket to appoint a proxy and issue voting instructions must be 
completed, signed and sent in the original to the following address only: 
 
Volkswagen Aktiengesellschaft 
HV-Stelle 
Brieffach 1848 
38436 Wolfsburg 
 Germany 
 
The completed and signed form issuing the proxy and the voting instructions to 
the proxy designated by the Company must be received at this address by no later 
than Friday, April 16, 2010. 
 
Alternatively, you can also issue a proxy electronically to the proxy designated 
by the Company. You will need an admission ticket to the General Meeting to be 
able to do this. 
 
Voting instructions issued to proxies designated by the Company may be amended 
online at "www.volkswagenag.com/ir/hv" until the end of the plenary discussions 
at the Special Meeting of Preferred Shareholders. To be able to do this, the 
shareholders will need the data shown in the lower section of the admission 
ticket. This section must be detached from the admission ticket and stored by 
the shareholder in a safe place; in this case, only the upper section of the 
admission ticket should be sent to Volkswagen Aktiengesellschaft. Additional 
information on how to amend voting instructions online will be published on the 
Internet at the address stated above. 
 
The Special Meeting of Preferred Shareholders may be followed online by clicking 
the corresponding link at "www.volkswagenag.com/ir/hv". 
 
Motions for additions to the agenda in accordance with section 122(2) of the 
AktG 
 
Shareholders whose shareholdings when taken together amount to one twentieth of 
the share capital or a proportionate interest of EUR500,000 (corresponding to 
195,313 shares) may request that items be added to the agenda and published. 
Each new item must be accompanied by the reasons for it or by a proposed 
resolution. Requests must be submitted to the Company by March 22, 2010, 24:00 
at the following address: 
 
Volkswagen Aktiengesellschaft 
HV-Stelle 
Brieffach 1848 
38436 Wolfsburg 
Germany 
Fax: + 49 (0) 53 61/ 95 60 01 00 
or by e-mail to: hvstelle@volkswagen.de 
 
Furthermore, the shareholders must prove that they have held the requisite 
minimum number of shares for at least three months before the date of the 
General Meeting, and that they will continue to do so until a decision is 
reached on the motion. Confirmation to this effect from the shareholder's 
custodian bank must be submitted as evidence. 
 
Countermotions and proposals for elections in accordance with section 126(1) and 
section 127 of the AktG 
 
Countermotions and proposals for elections at the Special Meeting will be 
published on the Internet at 
 
www.volkswagenag.com/ir/hv 
 
This depends on their having been received at the following address by no later 
than April 7, 2010 24:00, together with evidence that the person filing the 
motion is a shareholder. 
 
Volkswagen Aktiengesellschaft 
HV-Stelle 
Brieffach 1848 
38436 Wolfsburg 
 Germany 
Fax: + 49 (0)53 61/ 95 60 01 00 
or by e-mail to: hvstelle@volkswagen.de 
 
Statements by the Management will also be published on the Internet at 
"www.volkswagenag.com/ir/hv". Countermotions and proposals for elections must be 
submitted in German. If they are also to be published in English, they must be 
accompanied by a translation. 
 
Right to information in accordance with section 131(1) of the AktG 
 
At the Special Meeting of Preferred Shareholders, any preferred shareholder may 
request information from the Board of Management on issues relating to the 
Company, the legal and business relationship between the Company and affiliated 
companies, and on the situation of the Group and the companies included in the 
consolidated financial statements, to the extent that the information is 
required for the due and proper assessment of an item on the agenda. 
 
Note regarding our website 
 
This invitation to the Special Meeting of Preferred Shareholders, the documents 
to be made available, shareholder motions and additional information relating to 
the meetings (including on shareholder rights) are available on the Internet at 
www.volkswagenag.com/ir/hv. 
 
The notice convening the Special Meeting of Preferred Shareholders was published 
on March 11, 2010 in the electronic Bundesanzeiger. 
 
 
Wolfsburg, March 2010 
 
VOLKSWAGEN AKTIENGESELLSCHAFT 
The Board of Management 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 AGMBUGDXSSBBGGG 
 

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