Lamborghini S.p.A., Sant’Agata Bolognese, Italy, a sub- Shareholder rights and obligations
Lamborghini S.p.A., Sant’Agata Bolognese, Italy, a sub- Shareholder rights and obligations
sidiary of AUDI AG . The acquisition of Ducati – a leading The shares convey pecuniary and administrative rights. international manufacturer of premium motorcycles with The pecuniary rights include in particular the share- extensive expertise in high-performance engines and holders’ right to participate in profits (section 58(4) of the lightweight construction – has seen the Group move into Aktiengesetz (AktG – German Stock Corporation Act)), in the growth market for high-quality motorcycles.
the right to participate in liquidation proceeds (section 271 The integrated automotive group with Porsche was of the AktG) and preemptive rights to shares in the event of created on August 1, 2012 with the contribution in full of capital increases (section 186 of the AktG) that can be Dr. Ing. h.c. F. Porsche AG (Porsche AG) to the Volkswagen disapplied at the Annual General Meeting with the approval Group. The accelerated integration allows the imple- of the Special Meeting of Preferred Shareholders if appro- mentation of Volkswagen AG’s and Porsche AG’s joint priate. Administrative rights include the right to attend the strategy to go ahead sooner. Porsche will be integrated Annual General Meeting and the right to speak there, to ask under Volkswagen’s multibrand strategy, retaining its own questions, to propose motions and to exercise voting rights. identity and operational independence.
Shareholders can enforce these rights in particular through actions seeking disclosure and actions for avoidance.
LEGAL FACTORS IN FLU ENCING BUSI NESS
Each ordinary share grants the holder one vote at the Volkswagen companies are affected – as are other inter- Annual General Meeting. The Annual General Meeting national companies – by numerous laws in Germany and elects shareholder representatives to the Supervisory Board abroad. In particular, there are legal requirements relating and elects the auditors; in particular, it resolves the appro- to development, production and distribution, but that also priation of net profit, formally approves the actions of the include tax, company, commercial and capital market law, Board of Management and the Supervisory Board, resolves as well as labor, banking, state aid, energy and insurance amendments to the Articles of Association, capitalization regulations.
measures, authorizations to purchase treasury shares and, if required, the conduct of a special audit; it also resolves the
DISCLOSU RES REQUI RED U N DER TAKEOVER LAW
removal before the end of their term of office of Super- The disclosures required under takeover law as specified visory Board members elected at the Annual General by sections 289(4) and 315(4) of the HGB are presented in Meeting and the winding-up of the Company. the following.
Preferred shareholders generally have no voting rights. However, in the exceptional case that preferred share-
Capital structure
holders are granted voting rights by law (for example, when On December 31, 2012, the share capital of Volkswagen preferred share dividends were not paid in one year and AG amounted to €1,190,995,445.76 (previous year: not compensated for in full in the following year), each €1,190,995,443.20); it was composed of 295,089,818 preferred share also grants the holder one vote at the ordinary shares and 170,142,778 preferred shares. This Annual General Meeting. Furthermore, preferred shares includes the one new ordinary bearer share issued in the entitle the holder to a €0.06 higher dividend than ordinary reporting period as part of the creation of the integrated
shares (further details on this right to preferred and additional dividends are specified in Article 27(2) of the Articles of Association).
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The Gesetz über die Überführung der Anteilsrechte an der sentatives are Company employees elected by the workforce; Volkswagenwerk Gesellschaft mit beschränkter Haftung in the other three employee representatives are represen- private Hand (VW-Gesetz – Act on the Privatization of tatives of the trade unions elected by the workforce. Shares of Volkswagenwerk Gesellschaft mit beschränkter
The Chairman of the Supervisory Board is generally a Haftung) of July 21, 1960, as amended on July 30, 2009, shareholder representative on the Supervisory Board. In the includes various provisions in derogation of the German event of an equality of votes in the Supervisory Board, he has Stock Corporation Act, for example on exercising voting
a casting vote in accordance with the Mitbestimmungsgesetz. rights by proxy (section 3 of the VW-Gesetz) and on
Information about the composition of the Supervisory majority voting requirements (section 4(3) of the VW- Board can be found on pages 148 to 150 of this annual report. Gesetz). The European Commission brought an action
against Volkswagen at the European Court of Justice Statutory requirements and requirements of the Articles of because it is of the opinion that this majority requirement Association with regard to the appointment and removal of does not comply with the Treaty on the Functioning of the Board of Management members and to amendments to the
European Union ( TFEU , formerly the EU Treaty).
Articles of Association
In accordance with the Volkswagen AG Articles of The appointment and removal of members of the Board of Association (Article 11(1) of the Articles of Association), Management are governed by sections 84 and 85 of the the State of Lower Saxony is entitled to appoint two AktG, whereby members of the Board of Management are members of the Supervisory Board of Volkswagen AG for as appointed by the Supervisory Board for a maximum of five long as it directly or indirectly holds at least 15 percent of years. Board of Management members may be reappointed Volkswagen AG’s ordinary shares. In addition, resolutions or have their term of office extended for a maximum of five by the General Meeting that are required by law to be years in each case. In addition, Article 6 of the Articles of adopted by a qualified majority, again notwithstanding the Association states that the number of Board of Management provisions of the VW-Gesetz, require a majority of more members is stipulated by the Supervisory Board and that than 80 percent of the share capital of the Company the Board of Management must consist of at least three represented when the resolution is adopted (Article 25(2) persons. of the Articles of Association). The European Commission
The Annual General Meeting resolves amendments to also considers this provision of the Articles of Association the Articles of Association (section 119(1) of the AktG). In to be incompatible with the TFEU and brought an action accordance with section 4(3) of the VW-Gesetz as amended against Volkswagen at the European Court of Justice in on July 30, 2009 and Article 25(2) of the Articles of Asso- connection with this.
ciation, Annual General Meeting resolutions to amend the Articles of Association require a majority of more than
Shareholdings exceeding 10% of voting rights
four-fifths of the share capital represented (see also the Shareholdings in Volkswagen AG that exceed 10% of information on the European Commission’s opinion on the voting rights are shown in the notes to the annual financial compatibility of these provisions with the TFEU on this page). statements of Volkswagen AG and in the notes to the Volks-
wagen consolidated financial statements on pages 342 to Powers of the Board of Management, in particular
349 of this annual report.
concerning the issue of new shares and the repurchase of treasury shares
Composition of the Supervisory Board
According to German stock corporation law, the Annual The Supervisory Board consists of 20 members, half of General Meeting can, for a maximum of five years, authorize whom are shareholder representatives. In accordance the Board of Management to issue new shares. It can also with Article 11(1) of the Articles of Association, the State of authorize the Board of Management, for a maximum of Lower Saxony is entitled to appoint two of these share- five years, to issue bonds on the basis of which new shares holder representatives for as long as it directly or indirectly are to be issued. The Annual General Meeting also decides holds at least 15% of the Company’s ordinary shares. The the extent to which shareholders have preemptive rights to remaining shareholder representatives on the Supervisory the new shares or bonds. The highest amount of authorized Board are elected by the Annual General Meeting.
share capital or contingent capital available for these The other half of the Supervisory Board consists of purposes is determined by Article 4 of the Articles of employee representatives elected by the employees in Association of Volkswagen AG, as amended. accordance with the Mitbestimmungsgesetz (German Code- termination Act). A total of seven of these employee repre-
146
The Annual General Meeting on April 19, 2012 resolved to authorized to acquire treasury shares up to a maximum of authorize the Board of Management, with the consent of 10% of the share capital. This authorization applies until the Supervisory Board, to increase the share capital by a April 18, 2017 and has not so far been exercised. total of up to €110.0 million (corresponding to approxi-
mately 43 million shares) on one or more occasions up to Material agreements of the parent company in the event of
April 18, 2017 by issuing new ordinary and/or nonvoting
a change of control following a takeover bid
preferred bearer shares – including with shareholders’
A banking syndicate granted Volkswagen AG a syndicated preemptive rights disapplied – against cash and/or noncash credit line amounting to approximately €5.0 billion that contributions. This authorization was exercised in August runs until July 2017, with the option to extend this by 2012 with the issuance of one new ordinary bearer share another year. with a notional value of €2.56 as part of the creation of the
The syndicate members have the right to call their integrated automotive group with Porsche. Additionally, portion of the syndicated credit line if Volkswagen AG is the Board of Management is authorized to increase the merged with a third party or a subsidiary of another share capital by up to a total of €179.4 million on one or company. However, this call right does not apply in the more occasions up to December 2, 2014 by issuing new event of a merger by absorption of Porsche Holding SE, one nonvoting preferred shares against cash contributions. of its subsidiaries, or one of its holding companies and Furthermore, the share capital can be increased by up to Volkswagen AG in which Volkswagen AG is the acquiring €102.4 million by issuing nonvoting preferred shares, in legal entity. order to settle the conversion or option rights of holders or
creditors of convertible bonds or bonds with warrants to be Restrictions on the transfer of shares
issued before April 21, 2015. This authorization was Volkswagen AG and Suzuki Motor Corporation have agreed partially exercised in November 2012 with the issuance of a mutual approval and preemptive tender rights if the shares mandatory convertible note in the amount of €2.5 billion. held by the other contracting party are to be sold. As of the Further details on the authorization to issue new shares reporting date, Volkswagen held a 19.89% stake in Suzuki. and their permitted uses may be found in the notes to the consolidated financial statements on page 308.
Opportunities to acquire treasury shares are governed by section 71 of the AktG. At the Annual General Meeting on April 19, 2012, the Board of Management was most recently
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Executive Bodies
(Part of the Notes to the Consolidated Financial Statements)
Members of the Board of Management and their Appointments
APPOINTMENTS: AS OF DECEMBER 31, 2012
PROF. DR. DR. H.C. MULT.
DR. RER. POL. H.C.
PROF. DR. RER. POL.
MARTIN WINTERKORN (65)
FRANCISCO JAVIER
HORST NEUMANN (63)
Chairman (since January 1, 2007),
Human Resources and Organization Research and Development
GARCIA SANZ (55)
Chairman of the Executive Board
Wolfsburg AG, Wolfsburg of Porsche Automobil Holding SE
Appointments:
Hochtief AG, Essen
November 25, 2009*
Criteria CaixaHolding S.A., Barcelona
Appointments:
DR. H.C. LEIF ÖSTLING (67)
FC Bayern München AG, Munich
Commercial Vehicles
Salzgitter AG, Salzgitter
PROF. DR. RER. POL. DR.-ING. E.H.
September 1, 2012*
JOCHEM HEIZMANN (61)
Appointments:
China
AB SKF, Gothenburg
January 11, 2007*
ISS A/S, Copenhagen
Appointments:
Lufthansa Technik AG, Hamburg OBO Bettermann GmbH, Menden
HANS DIETER PÖTSCH (61)
Finance and Controlling January 1, 2003*
CHRISTIAN KLINGLER (44)
Chief Financial Officer of
Sales and Marketing
Porsche Automobil Holding SE
Messe Frankfurt GmbH, Frankfurt am Main
Bertelsmann SE & Co. KGaA, Gütersloh
DR.-ING. E.H. MICHAEL MACHT (52)
PROF. RUPERT STADLER (49)
Production
Chairman of the Board of
October 1, 2010*
Management of AUDI AG January 1, 2010*
Appointments:
FC Bayern München AG, Munich
As part of their duty to manage and supervise the
* The date signifies the beginning or period of Group’s business, the members of the Board of
Membership of statutory supervisory boards in
membership of the Board of Management. Management hold other offices on the supervisory
Germany.
Comparable appointments in Germany and abroad.
boards of consolidated Group companies and other significant investees.
Members of the Supervisory Board and their Appointments
APPOINTMENTS: AS OF DECEMBER 31, 2012
HON.-PROF. DR. TECHN. H.C.
ANNIKA FALKENGREN (50) DIPL.-ING. ETH
DR. HUSSAIN ALI AL-ABDULLA (56)
Vice Chairman of Qatar Holding LLC
President and Group Chief Executive
of Skandinaviska Enskilda Banken AB Chairman
FERDINAND K. PIËCH (75)
Appointments: Appointments:
Gulf Investment Corporation, Safat/Kuwait
Münchener Rückversicherungs- AUDI AG, Ingolstadt
Masraf Al Rayan, Doha (Chairman)
Gesellschaft AG, Munich Dr. Ing. h.c. F. Porsche AG, Stuttgart
Qatar Airways, Doha
Securitas AB, Stockholm MAN SE, Munich (Chairman)
Qatar Exchange, Doha (Chairman)
Qatar Holding, Doha (Deputy Chairman)
Porsche Automobil Holding SE, Stuttgart
Qatar Investment Authority, Doha
Ducati Motor Holding S.p.A., Bologna
DR. JUR. HANS-PETER FISCHER (53)
Porsche Gesellschaft m.b.H., Salzburg Chairman of the Board of Management of Porsche Holding Gesellschaft m.b.H.,
Volkswagen Management Association Salzburg
KHALIFA JASSIM AL-KUWARI (36)
(since January 1, 2013) Porsche Piech Holding GmbH, Salzburg
Adviser to the CEO of Qatar Holding LLC
January 1, 2013* Scania AB, Södertälje
May 3, 2011*
Appointments:
Appointments (as of January 31, 2013):
Scania CV AB, Södertälje
Islamic Bank of Britain, London (Chairman)
Volkswagen Pension Trust e.V.,
Katara Hospitality, Doha
Wolfsburg
Mowasalat (Karwa), Doha
BERTHOLD HUBER (62)
Qatar Exchange, Doha
Deputy Chairman
Songbird Estates plc, London
DR. JUR. MICHAEL FRENZEL (65)
First Chairman of IG Metall June 7, 2001 – April 19, 2012* May 25, 2010*
Appointments:
JÖRG BODE (42)
AUDI AG, Ingolstadt (Deputy Chairman)
Minister of Economic Affairs, Labor and
UWE FRITSCH (56)
Porsche Automobil Holding SE, Stuttgart
Chairman of the Works Council at the Siemens AG, Munich (Deputy Chairman)
Transport for the Federal State of Lower
Saxony
Volkswagen AG Braunschweig plant
Deutsche Messe AG, Hanover
Eintracht Braunschweig GmbH & Co KGaA, Braunschweig Eintracht Braunschweig Management
DR. JUR. KLAUS LIESEN (81)
GmbH, Braunschweig July 2, 1987 – May 3, 2006*
JÜRGEN DORN (46)
Phantoms Basketball Braunschweig GmbH, Honorary Chairman of the Supervisory Board
Chairman of the Group Works Council
Braunschweig of Volkswagen AG (since May 3, 2006)
of MAN SE
January 1, 2013*
Volkswagen Coaching GmbH, Wolfsburg
Appointments (as of January 31, 2013):
MAN SE, Munich MAN Truck & Bus AG, Munich
(Deputy Chairman)
Membership of statutory supervisory boards in
* The date signifies the beginning or period of
● membership of the Supervisory Board.
Germany.
Group appointments to statutory supervisory boards.
Comparable appointments in Germany and abroad.
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BABETTE FRÖHLICH (47)
BERND OSTERLOH (56)
DR. JUR. FERDINAND OLIVER PORSCHE (51)
IG Metall,
Member of the Board of Management of Department head for coordination of
Chairman of the General and Group Works
Familie Porsche AG Beteiligungsgesellschaft Executive Board duties and planning
Councils of Volkswagen AG
Autostadt GmbH, Wolfsburg
AUDI AG, Ingolstadt
MTU Aero Engines Holding AG, Munich
Porsche Automobil Holding SE, Stuttgart
Dr. Ing. h.c. F. Porsche AG, Stuttgart
Wolfsburg AG, Wolfsburg
Porsche Automobil Holding SE, Stuttgart
Porsche Holding Gesellschaft m.b.H.,
PGA S.A., Paris
PETER JACOBS (55)
Porsche Holding Gesellschaft m.b.H., April 19, 2007 – April 19, 2012*
Salzburg
Projekt Region Braunschweig GmbH,
Salzburg
Braunschweig
Porsche Lizenz- und
VfL Wolfsburg-Fußball GmbH, Wolfsburg
Handelsgesellschaft mbH & Co. KG,
DAVID MCALLISTER (42)
Volkswagen Coaching GmbH, Wolfsburg
Bietigheim-Bissingen
Minister-President of the Federal State Voith GmbH, Heidenheim of Lower Saxony July 1, 2010*
DR. JUR. HANS MICHEL PIËCH (71)
Lawyer in private practice
DR. RER. COMM. WOLFGANG PORSCHE (69)
August 7, 2009*
Chairman of the Supervisory Board of Porsche
HARTMUT MEINE (60)
Appointments:
Automobil Holding SE;
Chairman of the Supervisory Board of Anhalt Regional Office of IG Metall
Director of the Lower Saxony and Saxony-
AUDI AG, Ingolstadt
Dr. Ing. h.c. F. Porsche AG, Stuttgart
Dr. Ing. h.c. F. Porsche AG
December 30, 2008*
Porsche Automobil Holding SE, Stuttgart
April 24, 2008*
Appointments:
Porsche Cars Great Britain Ltd., Reading
Appointments:
Continental AG, Hanover
Porsche Cars North America Inc.,
AUDI AG, Ingolstadt
KME Germany GmbH & Co KG, Osnabrück
Wilmington
Dr. Ing. h.c. F. Porsche AG, Stuttgart
Porsche Gesellschaft m.b.H.,
(Chairman)
Salzburg (Chairman)
Porsche Automobil Holding SE,
PETER MOSCH (41)
Porsche Holding Gesellschaft m.b.H.,
Stuttgart (Chairman)
Familie Porsche AG Beteiligungsgesellschaft, of AUDI AG
Chairman of the General Works Council
Salzburg
Porsche Ibérica S.A., Madrid
Salzburg (Chairman)
January 18, 2006*
Porsche Italia S.p.A., Padua
Porsche Cars Great Britain Ltd., Reading
Appointments:
Porsche Cars North America Inc., AUDI AG, Ingolstadt
Porsche Piech Holding GmbH, Salzburg
(Chairman)
Wilmington
Porsche Automobil Holding SE, Stuttgart
Schmittenhöhebahn AG, Zell am See
Porsche Gesellschaft m.b.H., Salzburg
Volksoper Wien GmbH, Vienna
(Deputy Chairman) Porsche Holding Gesellschaft m.b.H.,
Salzburg
URSULA PIËCH (56)
Porsche Ibérica S.A., Madrid
Kindergarten teacher with additional
Porsche Italia S.p.A., Padua
qualifications in Business and Law
Porsche Piech Holding GmbH, Salzburg
April 19, 2012*
(Deputy Chairman) Schmittenhöhebahn AG, Zell am See
WOLFGANG RITMEIER (64)
COMMITTEES OF THE SUPERVISORY BOARD
Members of the Committee for Major
Chairman of the Board of Management of
As of December 31, 2012
Shareholder Business Relationships
Volkswagen Management Association (until September 21, 2012) (until December 31, 2012)
Hon.-Prof. Dr. techn. h.c. Dipl.-Ing. ETH April 19, 2007 – December 31, 2012*
Members of the Executive Committee
Ferdinand K. Piëch (Chairman)
Appointments:
Berthold Huber (Deputy Chairman) Volkswagen Pension Trust e.V.,
Hon.-Prof. Dr. techn. h.c. Dipl.-Ing. ETH
Jörg Bode Wolfsburg
Ferdinand K. Piëch (Chairman)
Berthold Huber (Deputy Chairman)
Dr. Michael Frenzel (until April 19, 2012)
David McAllister
Bernd Osterloh
Bernd Osterloh
Dr. Wolfgang Porsche
JÜRGEN STUMPF (58)
Jürgen Stumpf Chairman of the Work Council
Dr. Wolfgang Porsche
Bernd Wehlauer at the Volkswagen AG Kassel plant
Bernd Wehlauer (until December 31, 2012)
Stephan Wolf (since January 25, 2013)
(until November 14, 2012) January 1, 2005 – December 31, 2012*
Members of the Integrated Automotive
Members of the Mediation Committee in
Group Committee
accordance with section 27(3) of the
(until September 21, 2012)
BERND WEHLAUER (58)
Hon.-Prof. Dr. techn. h.c. Dipl.-Ing. ETH Deputy Chairman of the General and
Mitbestimmungsgesetz (German
Ferdinand K. Piëch (Chairman) Group Works Councils of Volkswagen AG
Codetermination Act)
Bernd Osterloh (Deputy Chairman) (until December 10, 2012)
Hon.-Prof. Dr. techn. h.c. Dipl.-Ing. ETH
David McAllister September 1, 2005 – December 31, 2012*
Ferdinand K. Piëch (Chairman)
Berthold Huber (Deputy Chairman)
Bernd Wehlauer
Appointments:
David McAllister
Wolfsburg AG, Wolfsburg
Bernd Osterloh
Sitech Sitztechnik GmbH, Wolfsburg Volkswagen Immobilien GmbH, Wolfsburg Volkswagen Pension Trust e.V., Wolfsburg
Members of the Audit Committee
Dr. Ferdinand Oliver Porsche (Chairman) Bernd Wehlauer (Deputy Chairman,
STEPHAN WOLF (46)
until December 31, 2012)
Deputy Chairman of the General Works
Babette Fröhlich
Council of Volkswagen AG
Dr. jur. Michael Frenzel (until April 19, 2012)
(since December 10, 2012)
Annika Falkengren (since April 19, 2012)
January 1, 2013*
Peter Mosch (Deputy Chairman,
Appointments (as of January 31, 2013):
since January 25, 2013)
Wolfsburg AG, Wolfsburg Sitech Sitztechnik GmbH, Wolfsburg Volkswagen Pension Trust e.V.,
Members of the Nomination Committee
Wolfsburg
Hon.-Prof. Dr. techn. h.c. Dipl.-Ing. ETH Ferdinand K. Piëch (Chairman) David McAllister
THOMAS ZWIEBLER (47)
Dr. Wolfgang Porsche
Chairman of the Works Council Volkswagen Commercial Vehicles May 15, 2010*
Membership of statutory supervisory boards in
* The date signifies the beginning or period of
● membership of the Supervisory Board.
Germany.
Group appointments to statutory supervisory boards.
Comparable appointments in Germany and abroad.
Management Report
t h e Vo l k swag e n g R o u p ’ s s h a R e o f t h e g l o b a l pa ss e n g e R c a R M a R k e t ag (as percent) n a
The Volkswagen Group again lifted vehicle deliveries year-on-year in the reporting period despite the challenging market envi- ronment, expanding its strong position in the global markets; its share of the passenger car market increased from 12.3% to 12.8%.
M a n ag e M e n t R e p o R t
153 Business Development 166 Shares and Bonds 174 Results of Operations, Financial Position and Net Assets 188 Volkswagen AG (condensed, according to the German Commercial Code) 192 Value-Enhancing Factors 226 Risk Report 237 Report on Expected Developments
MANAGEMENT REPORT 153
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