Volkswagen AG Extraordinary General Meeting 2009

Volkswagen shareholders authorize issue of new preferred shares • Extraordinary General Meeting approves new capital framework by large majority • Further milestone on the way towards an integrated automotive group with Porsche • Broad approval of all other agenda items too.

The shareholders of Volkswagen Aktiengesellschaft adopted the resolution proposed by the Supervisory Board and the Board of Management authorizing the issue of a maximum of 135 million new non-voting preferred bearer shares at the Extraordinary General Meeting in Hamburg on Thursday. 98.73 percent of the votes cast were in favor of the proposal of the Board of Management and the Supervisory Board. 90.48 percent of the voting capital was represented. This paves the way for the capital increase, for which all shareholders have been granted preemptive rights, planned for the first half of 2010. Details will be published in good time prior to realization.

 

The capital framework, which is valid until December 2014, gives Volkswagen the financial flexibility needed to grow the integrated automotive group and also ensures appropriate liquidity and a healthy financing structure as well as a very good rating for Volkswagen AG after all the steps in the transaction concerning the merger with Porsche have been completed.

 

Approval of the proposed capital increase is a further milestone on the way towards the integrated automotive group which is to be created in several stages. In the next step, probably in the coming week, Volkswagen will take a 49.9 percent stake in Porsche AG. The acquisition of the trading business of Porsche Holding Salzburg is subsequently planned for 2011. The creation of the integrated automotive group is then to conclude with the merger of Volkswagen AG and Porsche SE planned for 2011.

 

The combination of Volkswagen and Porsche to form a group with ten strong brands follows a compelling strategic, industrial and financial logic. The integrated group will realize significant additional growth potential going forward. In the long term, the integration of Porsche will also lead to higher profits for the new group and create added value for Volkswagen shareholders.

 

The shareholders furthermore approved the other proposals put forward by the Company's governing bodies by a large majority. These include the creation of rights of appointment for the State of Lower Saxony, whereby the Articles of Association are to be amended to entitle the Federal state to appoint two members of the Supervisory Board for as long as it directly or indirectly holds at least 15 percent of the Company's ordinary shares. In addition, resolutions by the General Meeting that are required by law to be adopted by a qualified majority will continue to require a majority of more than 80 percent of the share capital represented when the resolution is adopted.

 

Dr. Hans Michel Piëch and Dr. Ferdinand Oliver Porsche were elected as members of the Supervisory Board, in each case for a full term of office. Both were appointed in August by the courts to succeed the former Supervisory Board members Dr. Wendelin Wiedeking and Holger P. Härter and have been members of the Supervisory Board since then. Various amendments to the Articles of Association to reflect the "Gesetz zur Umsetzung der Aktionärsrechterichtlinie" (ARUG - German Act Implementing the Shareholder Rights Directive) were also adopted.