VKW Volkswagen Ord

TIDMVKW

RNS Number : 9580Y

Volkswagen AG

12 March 2012

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 19, 2012 starting at 03.00 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 create authorized capital and the corresponding amendment to the Articles of Association in accordance with item 6 of the agenda for the Annual General Meeting on April 19, 2012

The Supervisory Board and the Board of Management have proposed to the Annual General Meeting on April 19, 2012 in accordance with item 6 of the agenda, "Resolution on the creation of authorized capital and the corresponding amendment to the Articles of Association":

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.

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 submitted 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.

The Supervisory Board and the Board of Management propose

to the preferred shareholders that they approve the resolution proposed by the Supervisory Board and the Board of Management to the Annual General Meeting on April 19, 2012 on item 6 of the agenda, "Resolution on the creation of authorized capital and the corresponding amendment to the Articles of Association".

Additional information for the Notice convening the Special Meeting of Preferred Shareholders

1. Total number of shares and voting rights

The total number of preferred shares of the Company at the time the Special Meeting of Preferred Shareholders was convened amounts to 170,142,778; the resulting total number of voting rights in this Meeting is also 170,142,778.

2. Conditions for attending the Special Meeting of Preferred Shareholders and exercising voting rights

Only persons who are preferred shareholders of the Company and who have registered by the beginning of the 21st day before the Special Meeting of Preferred Shareholders, i.e. by 00:00 on March 29, 2012 (record date), are entitled to attend the Special Meeting of Preferred Shareholders 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).

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 Special Meeting of Preferred Shareholders 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 Special Meeting of Preferred Shareholders 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 Special Meeting of Preferred Shareholders 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 Meeting, to file objections against 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 Special Meeting of Preferred Shareholders. 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 Special Meeting of Preferred Shareholders 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 Special Meeting of Preferred Shareholders on the Internet

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

5. Shareholders' rights in accordance with section 138, section 122(2), section 126(1) and section 131(1) of the Aktiengesetz (AktG - German Stock Corporation Act)

a) Motions for additions to the agenda in accordance with section 138 and section 122(2) of the AktG

Shareholders whose preferred 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 by shareholders in accordance with section 138 and section 126(1) 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, 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 must be submitted in German. If they are also to be published in English, they must be accompanied by an English translation.

Countermotions 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 138 and section 131(1) of the AktG

Any preferred shareholder who requests information on Company matters from the Board of Management at the Special Meeting of Preferred Shareholders 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 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 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

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