Structure and Business Activities (Part of the Management Report)

Structure and Business Activities (Part of the Management Report)

This chapter describes the legal and organizational structure of the Volkswagen Group and explains the material changes in 2012 with respect to equity investments. This is followed by the disclosures relating to takeover law in accordance with sections 289(4) and 315(4) of the HGB.

OUTLI NE OF THE LEGAL STRUCTU RE OF THE GROU P ORGANIZATIONAL STRUCTURE OF THE GROU P

Volkswagen AG is the parent company of the Volkswagen Volkswagen AG and the Volkswagen Group are managed by Group. It develops vehicles and components for the Group’s Volkswagen AG’s Board of Management in accordance brands, but also produces and sells vehicles, in particular with the Volkswagen AG Articles of Association and the Volkswagen brand passenger cars and light commercial rules of procedure for Volkswagen AG’s Board of Manage- vehicles. In its function as parent company, Volkswagen AG ment issued by the Supervisory Board. The Group Board of holds direct and indirect interests in AUDI AG, SEAT S.A., Management, which was formed to support the work of the ŠKODA AUTO a.s., Scania AB, MAN SE , Dr. Ing. h.c. F. Board of Management, ensures that Group interests are Porsche AG, Volkswagen Financial Services AG and numerous taken into account in decisions relating to the Group’s other companies in Germany and abroad. More detailed brands and companies within the framework laid down by disclosures are contained in the list of shareholdings in law. This body consists of Board members, the chairmen of accordance with sections 285 and 313 of the Handels- the larger brands and selected top managers with Group gesetzbuch ( HGB – German Commercial Code), which can management functions. Each brand in the Volkswagen

be accessed at www.volkswagenag.com/ir and is part of the Group is managed by a board of management. The Group annual financial statements.

targets and requirements laid down by the Board of Volkswagen AG is a vertically integrated energy company Management of Volkswagen AG or the Group Board of within the meaning of section 3 no. 38 of the Energiewirt- Management must be complied with to the extent permitted schaftsgesetz (EnWG – German Energy Industry Act) and is by law. Matters that are of importance to the Group as a therefore subject to the provisions of the EnWG. In the whole are submitted to the Group Board of Management in electricity sector, Volkswagen AG performs electricity order – to the extent permitted by law – to reach agreement generation, sales and distribution together with a Group between the parties involved. The rights and obligations of subsidiary.

the statutory bodies of the relevant brand companies Volkswagen AG’s Board of Management is the ultimate remain unaffected. body responsible for managing the Group. The Supervisory

The companies of the Volkswagen Group are managed Board appoints, monitors and advises the Board of Manage- separately by their respective managements. In addition to ment; it is consulted directly on decisions that are of the interests of their own companies, each individual fundamental significance for the Company.

company management takes into account the interests of Information on the remuneration structure for the the Group and of the individual brands in accordance with Board of Management and the Supervisory Board can be the framework laid down by law. found in the Remuneration Report on pages 137 to 142, in the notes to the consolidated financial statements of Volkswagen AG on page 350 and on page 42 of the notes to the annual financial statements of Volkswagen AG.

L I ST OF SH A R EH O L D I N G S I N VO L KSWAG EN AG

www.volkswagenag.com/ir

MATERIAL CHANGES I N EQU ITY INVESTMENTS

automotive group with Porsche (see also page 262). Each Effective June 6, 2012, Volkswagen increased its share of share conveys a notional interest of €2.56 in the share voting rights in MAN SE , Munich, to 75.03%, thus strength- capital. ening the alliance between MAN , Scania and Volkswagen

In November 2012, Volkswagen successfully placed a Commercial Vehicles. MAN will continue to operate its mandatory convertible note in the amount of €2.5 billion business in the Volkswagen Group, while maintaining its via a subsidiary, which entitles and obliges holders to sub- brand-specific characteristics and business fields.

scribe for Volkswagen preferred shares. The minimum and As of July 19, 2012, the Volkswagen Group acquired maximum conversion prices were initially set at €154.50 100% of the voting rights of motorcycle manufacturer and €185.40 respectively; this represents a maximum Ducati Motor Holding S.p.A., Bologna, Italy, against payment conversion premium of 20% (see also pages 169 and 172). of a purchase price of €747 million, via Automobili