VKW Volkswagen Ord

TIDMVKW

RNS Number : 9572Y

Volkswagen AG

12 March 2012

Invitation to the Annual General Meeting

We are pleased to invite our ordinary and preferred shareholders to attend the Annual General Meeting to be held at the Congress Center Hamburg, Marseiller Strasse 2, 20355 Hamburg, on Thursday, April 19, 2012 starting at 10:00 a.m.

Agenda

1. Presentation of the adopted annual financial statements, the approved consolidated financial statements, the management report and the Group management report for the year ended December 31, 2011, together with the report of the Supervisory Board on fiscal year 2011 as well as the explanatory report by the Board of Management on the information in accordance with sections 289(4) and 315(4) of the Handelsgesetzbuch (HGB - German Commercial Code) and the report in accordance with section 289(5) of the HGB.

In line with the statutory provisions, no resolution is foreseen for this agenda item, since the Supervisory Board has already approved the annual financial statements and the consolidated financial statements.

2. Resolution on the appropriation of the net profit of Volkswagen Aktiengesellschaft

The Supervisory Board and the Board of Management recommend that Volkswagen Aktiengesellschaft's net retained profits for fiscal year 2011 of EUR1,715,469,967.90 be appropriated as follows:

   a)   EUR885,269,451.00 to pay a dividend of EUR3.00 per ordinary share carrying dividend rights and 

b) EUR520,636,900.68 to pay a dividend of EUR3.06 per preferred share carrying dividend rights, and

   c)   EUR300,000,000.00 to be appropriated to other revenue reserves and 
   d)   EUR9,563,616.22 to be carried forward to new account. 

3. Resolution on formal approval of the actions of the members of the Board of Management for fiscal year 2011

The Supervisory Board and the Board of Management recommend that the actions of the members of the Board of Management in fiscal year 2011 be formally approved.

The Chairman of the Supervisory Board, who according to the Articles of Association is responsible for chairing the General Meeting, intends to conduct the vote on an individual basis.

4. Resolution on formal approval of the actions of the members of the Supervisory Board for fiscal year 2011

The Supervisory Board and the Board of Management recommend that the actions of the members of the Supervisory Board in fiscal year 2011 be formally approved.

The Chairman of the Supervisory Board, who according to the Articles of Association is responsible for chairing the General Meeting, intends to conduct the vote on an individual basis.

5. Election of members of the Supervisory Board

In accordance with Article 11(2) of the Articles of Association of Volkswagen Aktiengesellschaft, the term of office of Supervisory Board members Dr. Michael Frenzel and Prof. Dr. Ferdinand K. Piech expires at the end of this year's Annual General Meeting.

The Supervisory Board has 20 members. In accordance with section 7(1) of the Mitbestimmungsgesetz (German Codetermination Act) and sections 96 and 101 of the Aktiengesetz (German Stock Corporation Act), it consists of 10 shareholder representatives and 10 employee representatives.

In accordance with section 11(1) of the Articles of Association of Volkswagen Aktiengesellschaft, the State of Lower Saxony is entitled to appoint two members of the Supervisory Board of the Company for as long as the State of Lower Saxony directly or indirectly holds 15 percent of the Company's ordinary shares. As the State of Lower Saxony meets this requirement, eight members of the Supervisory Board are appointed by the Annual General Meeting. Due to the expiry of the terms of office of the two above-mentioned members of the Supervisory Board, two members are to be elected for a full term of office at this year's Annual General Meeting.

In accordance with Article 11(2) of the Articles of Association of Volkswagen Aktiengesellschaft, the term of office of the two members of the Supervisory Board to be elected at this year's Annual General Meeting expires at the end of the General Meeting resolving the formal approval of the actions of the members of the Supervisory Board for fiscal year 2016.

The Annual General Meeting is not required to elect the proposed candidates.

The Supervisory Board proposes that the Annual General Meeting elect the following persons to the Supervisory Board for a full term of office:

Mrs. Ursula M. Piech

Salzburg, Austria

Kindergarten teacher with additional qualifications in Business and Law

(not currently actively working)

Mr. Hon.-Prof. Dr. techn. h.c. Dipl.-Ing. ETH Ferdinand K. Piech

Salzburg, Austria

Chairman of the Supervisory Board of Volkswagen Aktiengesellschaft

The Chairman of the Supervisory Board, who is responsible for chairing the General Meeting in accordance with the Articles of Association, intends to conduct the vote on an individual basis.

6. Resolution on the creation of authorized capital and the corresponding amendment to the Articles of Association

The Supervisory Board and the Board of Management propose

a) that the authorization granted in the Annual General Meeting on May 3, 2011 under agenda item 6 and the existing authorized capital in Article 4(5) of the Articles of Association be canceled effective as of the time when the new authorized capital defined under b) and c) below is entered.

b) to authorize the Board of Management, with the consent of the Supervisory Board, to increase the share capital in the period up to April 18, 2017 by issuing new ordinary bearer shares and/or new non-voting preferred bearer shares on one or several occasions against cash contributions and/or noncash contributions by up to a total of EUR110,000,000. The shareholders have preemptive rights to the new shares. However, the Board of Management is authorized, with the consent of the Supervisory Board, to disapply shareholders' preemptive rights to the extent necessary to avoid any fractions that would otherwise arise, in order to issue the new ordinary shares against noncash contributions, to grant holders of warrants and convertible bonds preemptive rights to new shares in the amount to which they would be entitled following the exercise of their options or conversion rights, and/or if the issue price of the new shares in the case of capital increases against cash contributions is not materially lower than the quoted market price of existing listed shares, and if the total issued shares do not exceed 10% of share capital either at the time when this authorization becomes effective or at the time when it is exercised. This limit should also include any shares that are sold, issued, or due to be issued during the authorization period up until the time when this authorization is exercised directly or in corresponding application of section 186(3) sentence 4 of the AktG, under disapplication of preemptive rights. The Board of Management shall decide, with the consent of the Supervisory Board, on the further details of the rights attaching to the shares and the conditions applicable to the issuance of the shares.

   c)   to replace the current wording of Article 4(5) of the Articles of Association of Volkswagen Aktiengesellschaft with the following new wording: 

"The Board of Management is authorized, with the consent of the Supervisory Board, to increase the share capital in the period up to April 18, 2017 by issuing new ordinary bearer shares and/or new non-voting preferred bearer shares on one or several occasions against cash contributions and/or noncash contributions by up to a total of EUR110,000,000. The shareholders have preemptive rights to the new shares. However, the Board of Management is authorized, with the consent of the Supervisory Board, to disapply shareholders' preemptive rights to the extent necessary to avoid any fractions that would otherwise arise, in order to issue the new ordinary shares against noncash contributions, to grant holders of warrants and convertible bonds preemptive rights to new shares in the amount to which they would be entitled following the exercise of their options or conversion rights, and/or if the issue price of the new shares in the case of capital increases against cash contributions is not materially lower than the quoted market price of existing listed shares, and if the total issued shares do not exceed 10% of share capital either at the time when this authorization becomes effective or at the time when it is exercised. This limit shall also include any shares that are sold, issued, or due to be issued during the authorization period up until the time when this authorization is exercised directly or in corresponding application of section 186(3) sentence 4 of the AktG, under disapplication of preemptive rights. The Board of Management shall decide, with the consent of the Supervisory Board, on the further details of the rights attaching to the shares and the conditions applicable to the issuance of the shares."

d) to authorize the Supervisory Board to amend Article 4(5) of the Articles of Association of Volkswagen Aktiengesellschaft to reflect any utilization of authorized capital or following expiration of the authorization period.

To be effective, the resolutions under a) - d) above shall require both a resolution to be adopted by the Annual General Meeting and the approval of the preferred shareholders by way of a special resolution at a Special Meeting of Preferred Shareholders.

In accordance with section 203(2) sentence 2 in conjunction with section 186(4) sentence 2 of the Aktiengesetz (AktG - German Stock Corporation Act), the Board of Management hereby submits the following report in relation to item 6 of the agenda for the Annual General Meeting:

The authorized capital previously contained in section 4(5) of the Articles of Association of Volkswagen Aktiengesellschaft only authorizes disapplication of shareholders' preemptive rights when issuing ordinary shares. In recent years, however, preferred shares have been increasingly accepted by the Company's investors. In 2010, for example, a capital increase was implemented by issuing approximately 65 million shares, all of which were preferred shares. Preferred shares are far more liquid and are included in the DAX. Furthermore, the price of Volkswagen's preferred shares now exceeds the price of its ordinary shares. This being the case, it may be advisable over the next few years to support the growth of the Volkswagen Group by issuing ordinary and/or preferred shares, including with shareholders' preemptive rights disapplied. Volkswagen Aktiengesellschaft operates in a globally competitive environment. It must be in a position at all times to act quickly and flexibly in the international and regional markets in the interests of its shareholders. This includes acquiring companies and interests in companies to improve its competitive position.

Recent developments in the global economy illustrate clearly that ever larger entities are involved in mergers and acquisitions. In many cases, the consideration that has to be paid is very high. In other cases, the seller of equity interests is particularly interested in acquiring shares of the purchaser or of an affiliated company of the purchaser within the meaning of section 15 of the AktG (German Stock Corporation Act) as consideration for the sale of its equity interest. For this reason, the consideration in such cases is paid in whole or in part in shares of the acquiring company. This requires an option to disapply shareholders' preemptive rights when issuing ordinary shares and/or non-voting preferred shares.

Capital increases by way of resolutions by the Annual General Meeting are not possible at short notice when such potential acquisitions arise, or would not ensure the flexibility needed for acquisitions or for purchases of equity interests.

The authorization being proposed here is therefore designed to give the Volkswagen Group the flexibility it needs to exploit opportunities that arise to acquire companies or interests in companies quickly and flexibly. The Board of Management therefore believes that it is necessary to create corresponding authorized capital that gives the Board of Management, following the prior consent of the Supervisory Board, the ability to issue ordinary shares against cash and/or noncash contributions.

The Board of Management is also to be authorized to disapply shareholders' preemptive rights when issuing ordinary and/or preferred shares in cases where the stipulated subscription ratio gives rise to fractions; such fractions result from the amount of the issue volume in question and the elaboration of a practicable subscription ratio. Disapplying shareholders' preemptive rights in such cases allows a round, manageable subscription ratio and the settlement of fractions. Fractions will be settled at best, but at least at the subscription price.

The disapplication of preemptive rights in favor of holders of options and conversion rights when issuing ordinary and/or preferred shares replaces the reduction of the option or conversion price using the antidilutive formula.

Finally, it should be possible to disapply subscription rights in the event of capital increases against cash contributions in accordance with section 186(3) sentence 4 of the AktG if the new shares are issued at a price that is not materially lower than the quoted market price. This is designed to give the Board of Management the necessary flexibility to take advantage of favorable stock market conditions at short notice and, by determining the conditions in accordance with prevailing market terms, to set as high an issue price as possible, thus strengthening the Company's equity to a maximum extent. In the event that the authorization is exercised, the Board of Management will limit discounts of the issue price to the quoted market price to an expected maximum of 3%, but in all cases no more than 5%. The total shares issued with shareholders' preemptive rights disapplied in accordance with section 186(3) sentence 4 of the AktG may not exceed 10% of the share capital either at the time when the authorization becomes effective or when it is exercised. This limit will also include the sale of treasury shares, insofar as it happens during the authorization period with preemptive rights disapplied in accordance with section 71(1) no. 8 sentence 5 and section 186(3) sentence 4 of the AktG. This limit will also include those shares that are or that will be issued to settle bonds with conversion rights or options and/or conversion obligations, provided that the bonds are issued during the authorization period with preemptive rights disapplied by corresponding application of section 186(3) sentence 4 of the AktG. These requirement will meet the shareholders' need for protection against the dilution of their holdings, in line with the starting provisions. Since the issue price for the new shares is close to the quoted market price and the volume of the capital increase without preemptive rights is limited, it is generally possible for shareholders to preserve their percentage interest by acquiring the necessary shares at largely similar conditions via the stock market. This ensures that, in keeping with the provisions of section 186(3) sentence 4 of the AktG, the pecuniary and voting right interests of shareholders are safeguarded when authorized capital is utilized with preemptive rights disapplied, while the Company is given additional flexibility in the interests of all shareholders.

7. Resolution on the authorization to purchase and utilize treasury shares

Because the authorization to acquire and utilize treasury shares issued by the Annual General Meeting of Volkswagen Aktiengesellschaft on May 3, 2011 is only valid until November 3, 2012, the Supervisory Board and Board of Management are proposing the following new authorization:

a) The Board of Management is authorized, with the consent of the Supervisory Board, to acquire ordinary shares and/or non-voting preferred shares of Volkswagen Aktiengesellschaft, at its discretion, in one or more tranches up to a maximum of 10% of the share capital, i.e. up to a share capital of EUR119,099,544.32, via the stock market or by way of a public purchase offer addressed to all shareholders, or by way of derivatives in the form of put or call options or a combination of the two, or using other equity derivatives as determined in the following.

The Board of Management is also authorized, with the consent of the Supervisory Board, to perform the following actions in relation to these shares in one or more tranches:

- to resell them 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 Aktiengesellschaft 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 the shares are purchased than it is at present, the proportionate capital for the shares to be purchased will be reduced correspondingly. The treasury shares that the Company acquires by virtue of this authorization, 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, 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 Aktiengesellschaft 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 November 4, 2012 and applies until April 18, 2017.

b) In the event of acquisition via the stock exchange, the price paid per share (excluding transaction costs) may not exceed the price of the ordinary shares or preferred shares traded in XETRA (or a comparable successor system) as established in the opening auction on the trading day by more than 5%, and may not fall short of it by more than 10%.

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 (excluding transaction costs) may not exceed or fall short of the closing price of the ordinary or preferred shares in XETRA (or a comparable successor system) on the trading day prior to the publication of the offer by more than 20%. 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 will 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 minor volumes of up to 100 tendered shares per shareholder.

d) If treasury shares are acquired by means of derivatives in the form of put or call options or a combination of the two, the total number of 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 April 18, 2017 and must be chosen in such a way that shares may not be acquired by exercising the options after April 18, 2017. The terms and conditions of the options must ensure that the options are only 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 their 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 treasury 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 corresponding application 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 the option transactions. Any more far-reaching right of tender is excluded.

e) Furthermore, it can be agreed with a financial institution that this institution shall provide the Company with a predetermined number of shares amounting to a maximum of 5% of the share capital or a predetermined equivalent value of the shares in euros within a predefined period of time, but at the latest on April 18, 2017. The price at which the Company acquires treasury shares must be a discount to the arithmetic mean of the volume-weighted average prices of the ordinary and preferred shares in XETRA trading (or a comparable successor system), calculated over a predetermined number of exchange trading days. The financial institution must also agree to buy the shares to be delivered in compliance with the principle of equal treatment on the stock exchange at prices that are within the range that would apply in the case of the Company acquiring the shares directly via the stock exchange. If treasury shares are acquired on the basis of an agreement with a financial institution, the shareholders shall not have the right to enter into such agreements with the Company or the right to tender their shares.

f) The price at which the shares of Volkswagen Aktiengesellschaft may be listed on additional stock exchanges may not fall below 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 by more than 5%. 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% below 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 agreement with third parties. The price at which they are sold for cash consideration to third parties may not be materially lower than the quoted market price of the shares of the Company at the time of sale.

g) The Board of Management may, with the consent of the Supervisory Board, disapply shareholders' preemptive rights to the treasury shares 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, or sold for cash consideration to employees of Group companies or to third parties.

In accordance with section 71(1) no. 8 in conjunction with section 186(4) sentence 2 of the Aktiengesetz (AktG - German Stock Corporation Act), the Board of Management hereby submits the following report in relation to item 7 of the agenda for the Annual General Meeting:

The authorization described in item 7 of this year's agenda is designed to allow Volkswagen Aktiengesellschaft to acquire treasury shares and to utilize them in accordance with the purposes outlined above, including the resale of such shares in compliance with the principle of equal treatment of all shareholders. However, such resale may not be performed for the purposes of trading in treasury shares.

Thetreasury shares may also be used for listing on stock exchanges on which the shares of Volkswagen Aktiengesellschaft are not yet listed. Volkswagen faces strong competition on the international capital markets. It may therefore also be necessary to list shares of Volkswagen Aktiengesellschaft on other stock exchanges outside Germany. To the extent that Volkswagen Aktiengesellschaft can utilize treasury shares for this purpose, this would support the listing of Volkswagen shares on additional stock exchanges outside Germany.

The authorization is also designed to enable Volkswagen to have treasury shares at its disposal so as to be able to offer and transfer them as consideration in business combinations or acquisitions of companies or equity interests in companies. The use of shares as an acquisition currency is becoming increasingly necessary in order to be able to compete internationally as a result of the globalization of the economy.

The authorization is also designed to enable treasury shares acquired to be utilized to settle bearer bonds with warrants and/or convertible bonds (with the exception of stock option plans for the Board of Management and employees) and to issue shares to employees and members of the Board of Management/managing directors of Group companies. This avoids new shares being created if Volkswagen already has treasury shares available.

Another objective is to allow treasury shares acquired to be sold to third parties such as institutional investors, or to acquire new groups of investors, for cash consideration with shareholders' preemptive rights disapplied, with the consent of the Supervisory Board. A condition for such a sale is that the price obtained may not be materially lower than the quoted market price. Orienting the selling price on the quoted market price takes account of the principle of antidilution and appropriately safeguards the pecuniary and voting right interests of the shareholders. When stipulating the final selling price, management will make efforts to keep any discount to the quoted market price as low as possible, taking into account the current market situation. This gives the Company additional scope to flexibly take advantage of favorable stock market conditions or to issue the shares selectively to investors in the interests of its shareholders. There are no concrete plans at present to exercise this authorization.

The purposes mentioned above justify the proposed exclusion of shareholders' preemptive rights.

Volkswagen Aktiengesellschaft is also to be authorized to retire treasury shares without requiring a further resolution by the Annual General Meeting

The Board of Management will report to the Annual General Meeting in each case on any utilization of the authorizations.

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 Aktiengesellschaft or for the account of other Group companies.

As well as making acquisitions via the stock market, the Company will also be given the opportunity to acquire shares via a public purchase offer (tender procedure). In such a case, every shareholder of Volkswagen Aktiengesellschaft who is willing to sell can decide how many shares to tender and, if a price range is established, at which price they wish to tender them. Should the amount of shares tendered at the specified price exceed the number of shares required by Volkswagen Aktiengesellschaft, the acceptance of tenders must be allocated proportionately. Provision should be made for the opportunity for preferential acceptance of small tenders or small portions of tenders of up to a maximum of one hundred shares. This opportunity is designed to avoid fractions when determining the quotas to be acquired, as well as to avoid minor remaining amounts, and thus facilitate technical settlement.

In addition, the authorization provides for the acquisition of treasury shares using derivatives in the form of put or call options or a combination of the two. This additional possibility, which is now well established in practice at many DAX companies, is designed to increase the opportunities open to the Company to optimally structure acquisitions of treasury shares. The same also applies to the acquisition of treasury shares using equity derivatives as the result of an agreement with a financial institution. Under certain circumstances, it may be advantageous for the Company to sell put options, acquire call options, or acquire shares of the Company using a combination of put and call options, or using equity derivatives, instead of buying treasury shares of the Company directly. The term of the options must be chosen in such a way that the shares may not be acquired by exercising the options after April 18, 2017. The same also applies to the acquisition of treasury shares using equity derivatives as the result of an agreement with a financial institution. This ensures that the Company does not acquire treasury

shares via options after expiration of the authorization that is valid until this date, in accordance with section 71(1) no. 8 of the AktG.

If put options are sold, the purchaser of the put option will be granted the right to sell shares of the Company to the Company at a price stipulated in the put option (exercise price). The Company receives an option premium in return for this right; this premium corresponds to the value of the right to sell conveyed by the put option, taking into consideration a variety of factors such as the exercise price, the term of the option and the volatility of the Company's shares. If the put option is exercised, the option premium paid by the purchaser of the put option reduces the total consideration paid by the Company to acquire the shares. For the purchaser of the put option, exercising the put option only makes economic sense if the price of the shares at the time the put option is exercised is lower than the exercise price, because the option holder can then sell the shares at the higher exercise price. Conversely, the advantage to the Company of using put options is that the exercise price is already defined when the option transaction is entered into, whereas the cash outflow does not happen until the exercise date. If the option holder does not exercise the option because the share price at the exercise date is higher than the exercise price, the Company cannot acquire any treasury shares but can still keep the option premium it has received.

If it buys a call option, the Company receives the right - against payment of an option premium - to buy from the seller (writer) of the option a predetermined number of the Company's own shares at a previously agreed price (exercise price). For the Company, exercising the call option makes economic sense if the price of the shares is higher than the exercise price, because the Company can then buy the shares from the writer at the lower exercise price. In this way, for example, the Company can limit price risks if the Company itself is obliged to transfer shares at a later point in time, for instance to settle exchange rights under convertible bonds. This also preserves the Company's liquidity, because the agreed purchase price for the shares only has to be paid when the call option is exercised.

The purchase price payable by the Company for the shares of the Company is the exercise price agreed for the option in question. The exercise price may be higher or lower than the quoted market price of the Company's shares on the day when the option transaction is entered into, although it may not be more than 10% higher or lower than the average closing price of the Company's shares in the XETRA trading system (or a comparable successor system) on the last three trading days prior to the day on which the option transaction in question is entered into (in each case not including transaction costs, but taking into account the option premium received or paid). The option premium payable by the Company in the case of call options and receivable in the case of put options may not be higher than (call options) or lower than (put options) the theoretical fair value of the options in question calculated using recognized techniques, and especially valuation models; the inputs used to calculate this theoretical market value shall include the agreed exercise price. Structuring the proposed authorization to acquire treasury shares using derivatives - specifically the stipulation of the option premium and exercise price as described above and the obligation, to be included in the terms and conditions of the options, only to settle options with shares that have been acquired, in compliance with the principle of equal treatment, via the stock exchange at the quoted market price of the shares in XETRA trading (or a comparable successor system) at the time of acquisition - prevents a situation in which shareholders are economically disadvantaged when treasury shares are repurchased using derivatives. Since the Company receives or pays a fair market price, shareholders who do not participate in the option transactions do not suffer any pecuniary disadvantage. This corresponds to the position of shareholders when shares are bought back via the stock exchange and not all shareholders are actually able to sell shares to the Company. The conditions for the structuring of the options and for the shares to be used to settle the option rights ensure that the principle of equal treatment of shareholders is fully taken into account in this form of acquisition as well. It is therefore justified, including in respect of the legal principle that underlies section 186(3) sentence 4 of the AktG, not to grant the shareholders a right to enter into such option transactions with the Company. Shareholders also do not have a right to enter into option transactions with the Company 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. By disapplying shareholders' preemptive and tender rights, the Company is able to enter into option transactions at short notice, which would not be possible in the same way in an offer to sell options to all shareholders or an offer to purchase options from all shareholders.

In the case of the acquisition of treasury shares using equity derivatives under an agreement with a financial institution, the goal is to agree with the latter that this will provide the Company with a predetermined number of shares amounting to a maximum of 5% of the share capital or a predetermined equivalent value of the shares in euros within a predefined period of time, but at the latest on April 18, 2017. The Company thus has the opportunity to acquire treasury shares at a discount to the arithmetic mean of the volume-weighted average prices of the ordinary and preferred shares in XETRA trading (or a comparable successor system). The agreement by financial institutions to buy the shares to be delivered in compliance with the principle of equal treatment on the stock exchange at prices that are within the range that would apply in the case of the Company acquiring the shares directly via the stock exchange ensures that shareholders are not economically disadvantaged when treasury shares are repurchased using derivatives. Since the Company receives or pays a fair market price, shareholders who do not participate in the equity derivatives do not suffer any pecuniary disadvantage. This corresponds to the position of shareholders when shares are bought back via the stock exchange and not all shareholders are actually able to sell shares to the Company.

Where treasury shares are acquired using derivatives, shareholders are to have a right to tender their shares only to the extent that the Company has a specific obligation to them to acquire the shares under the options in question. If this were not the case, derivatives could not be used to repurchase treasury shares and the Company would not be able to obtain the benefits associated with such transactions. After carefully weighing up the interests of the shareholders and the interests of the Company, the Board of Management believes that the exclusion or restriction of any right of tender and of any right of shareholders to enter into equity derivatives with the Company is justified because of the benefits to the Company deriving from the use of derivatives for repurchasing shares.

The Board of Management will report to the following Annual General Meeting on the exercise of the authorization.

8. Election of the auditors and Group auditors for fiscal year 2012 as well as of the auditors to review the condensed consolidated financial statements and interim management report for the first six months of 2012

The Supervisory Board, based on the recommendation by the Audit Committee, proposes the election of PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprufungsgesellschaft, Hanover, as the auditors for the single entity and consolidated financial statements for fiscal year 2012 and as the auditors to review the condensed consolidated financial statements and interim management report for the first six months of 2012.

Additional information for the Notice convening the Annual General Meeting

1. Total number of shares and voting rights

The total number of shares of the Company at the time the Annual General Meeting was convened amounts to 465,232,595. 295,089,817 of these were ordinary shares and 170,142,778 were nonvoting preferred shares. The total number of voting rights is 295,089,817.

2. Conditions for attending the Annual General Meeting and exercising voting rights

Only persons who are shareholders of the Company and who have registered by the beginning of the 21st day before the Annual General Meeting, i.e. by 00:00 on March 29, 2012 (record date), are entitled to attend the Annual General Meeting and exercise voting rights. Shareholders' registrations must be accompanied by evidence of their shareholdings issued by their custodian banks as of the record date and sent to the registration agent listed below, to be received no later than April 12, 2012. The registration and evidence of shareholdings must be submitted in either German or English. Text form is sufficient for the evidence of shareholdings (see section 126b of the Burgerliches Gesetzbuch (BGB - German Civil Code). It should also be indicated whether the shares held are ordinary or preferred shares.

Registration agent:

Volkswagen Aktiengesellschaft

c/o Commerzbank AG

GS-MO 4.1.1 General Meetings

60261 Frankfurt am Main, Germany

Fax: + 49 (0) 69 / 136-26351

E-mail: hv-eintrittskarten@commerzbank.com

As a rule, custodian banks perform the necessary registration procedures on behalf of their customers and send the evidence of shareholdings. The registration agent issues admission tickets entitling the holders to attend the Annual General Meeting and to exercise voting rights there.

3. Procedure for voting by proxy

a) Authorizing a third party

Shareholders who do not wish to attend the Annual General Meeting in person may exercise their voting rights by a proxy, e.g. a credit institution, a shareholders' association, or a third party, but not in their own name. Proxies, revocations of proxies and proof of authorization submitted to the Company must be in text form. The form printed on the admission ticket can be used to issue the proxy.

The proxy only applies to the next Annual General Meeting in each case. 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.

b) Authorizing Company proxies

We offer our shareholders the opportunity to be represented by proxies designated by the Company who will vote on their behalf in accordance with their voting instructions. The proxies are obliged to vote as instructed. It should be noted in this regard that proxies will only vote in accordance with the instructions given by the shareholder in question; if they have not been given instructions on certain agenda items, they will not vote on them. The authorized Company proxies represent shareholders for voting purposes only; they cannot be instructed to address the Annual General Meeting, to file objections against Annual General Meeting resolutions, or to support motions (e.g. forming quorums), etc.

Shareholders who wish to take advantage of this opportunity require an admission ticket to the Annual General Meeting. The completed and signed form issuing the proxy and the voting instructions to the proxy designated by the Company must be received at the following address by no later than Tuesday, April 17, 2012:

Volkswagen Aktiengesellschaft

HV-Stelle

Brieffach 1848

38436 Wolfsburg, Germany

Electronic proxies and electronic revocations of proxies must be sent to the Company at:

Fax and SMS: +49 (0) 53 61 / 95600100

or by e-mail to: hvstelle@volkswagen.de

Proxies and instructions can also be issued via the Company's online proxy system before and during the Annual General Meeting until the end of the plenary discussions. Shareholders can access this online proxy system at www.volkswagenag.com/ir/hv using the data on their admission ticket.

4. Broadcasting the Annual General Meeting on the Internet

All shareholders of Volkswagen Aktiengesellschaft and any interested members of the public can follow the Annual General Meeting on the Internet at www.volkswagenag.com/ir/hv.

5. Shareholders' rights in accordance with section 122(2), section 126(1), section 127 and section 131(1) of the Aktiengesetz (AktG - German Stock Corporation Act)

a) 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, in accordance with section 122(2) in conjunction with section 122(1) of the Aktiengesetz (AktG - German Stock Corporation Act), require items to be added to the agenda and published. Each new item must be accompanied by the reasons for it or by a proposed resolution. The notice requiring the new item to be added must be received by the Company, together with proof that the shareholders hold the minimum number of shares, by March 19, 2012, 24:00 at the following address:

Volkswagen Aktiengesellschaft

HV-Stelle

Brieffach 1848

38436 Wolfsburg, Germany

Fax: +49 (0) 53 61 / 95600100

or by e-mail to: hvstelle@volkswagen.de

Confirmation to this effect from the shareholder's custodian bank must be submitted as evidence.

b) Motions and proposals for election by shareholders in accordance with section 126(1) and section 127 of the AktG

Countermotions to proposals by the Board of Management and/or the Supervisory Board on specific agenda items, plus the reasons for them, and proposals for election must be submitted, together with evidence that the person filing the countermotion or making the proposal is a shareholder, exclusively to the following address by 24:00 on April 4, 2012:

Volkswagen Aktiengesellschaft

HV-Stelle

Brieffach 1848

38436 Wolfsburg, Germany

Fax: +49 (0) 53 61 / 95600100

or by e-mail to: hvstelle@volkswagen.de

Countermotions and proposals for election must be submitted in German. If they are also to be published in English, they must be accompanied by an English translation.

Countermotions and proposals for election will be published on the Internet without delay at www.volkswagenag.com/ir/hv.

Any statements by the Management will also be published at the Internet address given above.

c) Right to information in accordance with section 131(1) of the AktG

Any shareholder who requests information on Company matters from the Board of Management at the Annual General Meeting must be provided with such information to the extent that it is required for an adequate assessment of the agenda. The obligation to provide information also applies to the legal and business relationships of the Company with an affiliated company.

6. Information on the Company's website

This invitation to the Annual General Meeting, the documents to be made available, shareholder motions and additional information relating to our Annual General Meeting (including on shareholder rights) are available on the Internet at www.volkswagenag.com/ir/hv.

The notice convening the Annual General Meeting was published on March 12, 2012 in the electronic Bundesanzeiger.

VOLKSWAGEN AKTIENGESELLSCHAFT

The Board of Management

Wolfsburg, March 2012

Chairman of the Supervisory Board:

Hon.-Prof. Dr. techn. h.c. Dipl.-Ing. ETH Ferdinand K. Piech

The Board of Management:

Prof. Dr. rer. nat. Dr.-Ing. E. h. Martin Winterkorn

Dr. rer. pol. h.c. Francisco Javier Garcia Sanz

Prof. Dr. rer. pol. Jochem Heizmann

Christian Klingler

Dr.-Ing. E. h. Michael Macht

Prof. Dr. rer. pol. Horst Neumann

Hans Dieter Potsch

Rupert Stadler

Domiciled in: Wolfsburg

Commercial register: Braunschweig Local Court HRB 100484

This information is provided by RNS

The company news service from the London Stock Exchange

END

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