F U RTH E R I N F OR M AT I O N O N VO L KSWAG E N SH A R E S

F U RTH E R I N F OR M AT I O N O N VO L KSWAG E N SH A R E S

www.volkswagenag.com/ir

MANAGEMENT REPORT 169 Business Development Shares and Bonds

Results of Operations, Financial Position and Net Assets Volkswagen AG (HGB) Value-Enhancing Factors Risk Report Report on Expected Developments

SHAREHOLDER STRUCTU RE AT DECEMBER 31, 2012

Board, which was held after the Annual General Meeting, The shareholder structure of Volkswagen AG as of the members of the Supervisory Board reelected Prof. Dr. December 31, 2012 is shown in the chart on page 168. Ferdinand K. Piëch as Chairman of the Supervisory Board. Volkswagen AG’s subscribed capital amounted to

The Annual General Meeting also resolved to distribute €1,190,995,445.76 at the end of the reporting period.

a dividend of €3.00 per ordinary share and €3.06 per The distribution of voting rights was as follows at the preferred share for fiscal year 2011. reporting date: Porsche Automobil Holding SE, Stuttgart,

At the Special Meeting of Preferred Shareholders, the held 50.73% of the voting rights. The second-largest share- preferred shareholders, with 36.5% of the voting capital holder was the State of Lower Saxony, which held 20.0% of present, approved the authorizing resolution on the creation the voting rights. Qatar Holding LLC was the third-largest of authorized capital and the corresponding amendment shareholder, with 17.0%; Porsche GmbH, Salzburg, held a to the Articles of Association. 2.37% share of the voting rights. The remaining 9.9% of

In connection with the Annual General Meeting on the 295,089,818 ordinary shares were attributable to other April 23, 2009, Verbraucherzentrale für Kapitalanleger e.V. shareholders.

(VzfK – German Protection Agency for Investors), Berlin, Notifications of changes in voting rights in accordance had filed an action for avoidance with regard to approval of with the Wertpapierhandelsgesetz (WpHG – German the actions for fiscal year 2008. After this action had been Securities Trading Act) are published on our website at dismissed in full by the Hanover Regional Court on May 24, www.volkswagenag.com/ir.

2011, the Celle Higher Regional Court backed this decision on January 25, 2012. This decision cannot now be appealed

MAN DATORY CONVERTI BLE NOTE

further. The Federal Court of Justice rejected the plaintiff’s In November 2012, Volkswagen successfully placed a manda- appeal against denial of leave to appeal on October 9, 2012. tory convertible note in the amount of €2.5 billion, which

In connection with the Annual General Meeting on entitles and obliges holders to subscribe for Volkswagen April 22, 2010, Verbraucherzentrale für Kapitalanleger preferred shares. The note is backed by a subordinated e.V., Berlin, filed an action for disclosure and an action for guarantee from Volkswagen AG and was issued by Volks- avoidance with regard to approval of the actions for fiscal wagen International Finance N.V. The preemptive rights of year 2009. Both actions were dismissed in full by the existing shareholders were disapplied. By issuing the manda- Hanover Regional Court on January 25, 2011. No appeal tory convertible note, Volkswagen has further strength- was permitted regarding the action for disclosure. The ened its capital base in light of the outflow of funds for the plaintiff filed an appeal for the action for avoidance. This acquisitions made in the second half of the year and the appeal was also dismissed in full by the Celle Higher implementation of the strategic growth and investment Regional Court on August 24, 2011. This decision cannot program.

now be appealed further. The Federal Court of Justice rejected the plaintiff’s appeal against denial of leave to

AN NUAL GENERAL MEETI NG

appeal on March 6, 2012.

Volkswagen AG’s 52nd Annual General Meeting and the The last legal disputes arising from past Annual General 11th Special Meeting of Preferred Shareholders were held Meetings have thus been concluded with binding legal effect. at the Congress Center Hamburg on April 19, 2012. With

91.9% of the voting capital present, the ordinary share- VOLKSWAGEN I N SUSTAI NABI LITY IN DICES

holders formally approved the actions of the Board of Volkswagen confirmed its solid prior-year results in the Management and the Supervisory Board for fiscal year 2011, assessment performed by the Swiss company Sustainable the creation of authorized capital and the corresponding Asset Management ( SAM ) commissioned by Dow Jones and amendment to the Articles of Association, as well as the has once more been included in the automotive section of the authorization to acquire and use treasury shares.

prominent Dow Jones Sustainability World Index. Details The scheduled terms of office of Prof. Dr. Ferdinand are provided in the Value-Enhancing Factors section of this K. Piëch and Dr. Michael Frenzel as members of the Super- report, on page 194. visory Board expired at the end of the Annual General

Meeting. The Annual General Meeting elected Ms. Ursula