Volkswagen AG Notice of AGM (9514Z)

TIDMVKW

RNS Number : 9514Z

Volkswagen AG

14 March 2013

Invitation to the Annual General Meeting

We are pleased to invite our ordinary and preferred shareholders to attend the Annual General Meeting to be held at the Deutsche Messe AG Exhibition Grounds in 30521 Hanover, "Nord 2" entrance, Halls 2 and 3, on Thursday, April 25, 2013 starting at 10:00 a.m.

Agenda

1. Presentation of the adopted annual financial statements, the approved consolidated financial statements, the management report and the Group management report for the year ended December 31, 2012, together with the report of the Supervisory Board on fiscal year 2012 as well as the explanatory report by the Board of Management on the information in accordance with sections 289(4) and 315(4) of the Handelsgesetzbuch (HGB - German Commercial Code) and the report in accordance with section 289(5) of the HGB.

In line with the statutory provisions, no resolution is foreseen for this agenda item, since the Supervisory Board has already approved the annual financial statements and the consolidated financial statements.

2. Resolution on the appropriation of the net profit of Volkswagen Aktiengesellschaft

The Supervisory Board and the Board of Management recommend that Volkswagen Aktiengesellschaft's net retained profits for fiscal year 2012 of EUR3,199,807,885.60 be appropriated as follows:

a) EUR1,032,814,363.00 to pay a dividend of EUR3.50 per ordinary share carrying dividend rights and

   b)   EUR605,708,289.68 to pay a dividend of EUR3.56 per preferred share carrying dividend rights, 

and

   c)   EUR1,555,000,000.00 to be appropriated to other revenue reserves and 
   d)   EUR6,285,232.92 to be carried forward to new account. 

3. Resolution on formal approval of the actions of the members of the Board of Management for fiscal year 2012

The Supervisory Board and the Board of Management recommend that the actions of the members of the Board of Management in fiscal year 2012 be formally approved.

The Chairman of the Supervisory Board, who according to the Articles of Association is responsible for chairing the General Meeting, intends to conduct the vote on an individual basis.

4. Resolution on formal approval of the actions of the members of the Supervisory Board for fiscal year 2012

The Supervisory Board and the Board of Management recommend that the actions of the members of the Supervisory Board in fiscal year 2012 be formally approved.

The Chairman of the Supervisory Board, who according to the Articles of Association is responsible for chairing the General Meeting, intends to conduct the vote on an individual basis.

5. Election of a member of the Supervisory Board

In accordance with Article 11(2) of the Articles of Association of Volkswagen Aktiengesellschaft, the term of office of Supervisory Board member Dr. Wolfgang Porsche expires at the end of this year's Annual General Meeting.

The Supervisory Board has 20 members. In accordance with section 7(1) of the Mitbestimmungsgesetz (German Codetermination Act) and sections 96 and 101 of the Aktiengesetz (German Stock Corporation Act), it consists of 10 shareholder representatives and 10 employee representatives.

In accordance with Article 11(1) of the Articles of Association of Volkswagen Aktiengesellschaft, the State of Lower Saxony is entitled to appoint two members of the Supervisory Board of the Company for as long as the State of Lower Saxony directly or indirectly holds 15 percent of the Company's ordinary shares. As the State of Lower Saxony meets this requirement, eight members of the Supervisory Board are appointed by the Annual General Meeting. Due to the expiry of the term of office of the above-mentioned member of the Supervisory Board, one member is to be elected for a full term of office at this year's Annual General Meeting.

In accordance with Article 11(2) of the Articles of Association of Volkswagen Aktiengesellschaft, the term of office of the member of the Supervisory Board to be elected at this year's Annual General Meeting expires at the end of the General Meeting resolving the formal approval of the actions of the members of the Supervisory Board for fiscal year 2017.

The Annual General Meeting is not required to elect the proposed candidates.

The Supervisory Board proposes that the Annual General Meeting elect the following person to the Supervisory Board for a full term of office:

Mr. Dr. rer. comm. Wolfgang Porsche

Salzburg, Austria

Chairman of the Supervisory Board of Porsche Automobil Holding SE

Chairman of the Supervisory Board of Dr. Ing. h.c. F. Porsche AG

6. Resolution on the approval of intercompany agreements

The Supervisory Board and the Board of Management propose to approve

a) the conclusion of a control and profit and loss transfer agreement between Volkswagen Aktiengesellschaft and Porsche Holding Stuttgart GmbH, Stuttgart, dated March 1, 2013

and

b) the conclusion of a control and profit and loss transfer agreement between Volkswagen Aktiengesellschaft and Porsche Erste Vermögensverwaltung GmbH, Stuttgart, dated March 1, 2013

and

c) the conclusion of a control and profit and loss transfer agreement between Volkswagen Aktiengesellschaft and Porsche Siebte Vermögensverwaltung GmbH, Stuttgart, dated March 1, 2013.

Volkswagen Aktiengesellschaft is the sole shareholder of these three companies. The agreements contain the following provisions:

Section 1 Control

The controlled company subjects the management of its company to the controlling company. The controlling company is thus authorized to issue instructions to the management of the controlled company.

Section 2 Profit transfer

(1) The controlled company is obliged to transfer its entire profit to the controlling company within the meaning of section 3 of this agreement in conformity with the following paragraphs.

(2) The controlled company may transfer amounts from its net income for the year to other reserves only with the controlling company's consent. The controlling company agrees to consent to this if and when permitted under commercial law and required by prudent business judgment. Amounts appropriated to other reserves established during the term of this agreement shall be released on demand by the controlling company, if justified by prudent business judgment, and used to offset a loss or be transferred as profit.

(3) The transfer of income from the reversal of other reserves established before the date on which this agreement took effect is precluded.

(4) The provisions of sections 291 ff. of the AktG, especially sections 300 no. 1 and 301 of the AktG, shall be observed.

Section 3 Calculation of profit

The profit and loss of the controlled company shall be calculated in accordance with the provisions of commercial law, especially the provisions governing restrictions on distribution, and in compliance with the provisions applying to corporation tax in each case.

Section 4 Absorption of losses

(1) In accordance with section 302 of the AktG, as amended, the controlling company is obliged to absorb any net loss for the period of the controlled company that arises during the term of the agreement.

(2) The provisions of sections 291 ff. of the AktG, as amended, shall be observed.

Section 5 Right to information

The controlling company is entitled to examine the accounts and any other business documents of the controlled company at any time. The controlled company's management undertakes to provide the controlling company with any information requested regarding the affairs of the controlled company at any time.

Section 6 Term and termination of the agreement

(1) This agreement will come into effect retroactively on its entry in the controlled company's commercial register and is effective from the beginning of the controlled company's current fiscal year.

(2) The right to issue instructions in accordance with section 1 can only be exercised after the agreement has been entered in the controlled company's commercial register.

(3) This agreement is concluded for an indefinite period. It may only be terminated after the expiry of 10 years following the end of the current fiscal year. It may subsequently be terminated with effect from the end of the controlled company's fiscal year, giving three months' notice. Notice of termination shall be given in writing. Compliance with the notice period shall be determined on the basis of the date of receipt of the written notice of termination by the other party.

(4) If this agreement is terminated, the controlling company shall provide security to the creditors of the controlled company in accordance with section 303 of the AktG.

The control and profit and loss transfer agreements, the annual financial statements and the management reports of the parties to the agreement for the last three fiscal years, as well as the joint reports by the Board of Management of Volkswagen Aktiengesellschaft and the management of the dependent companies on the control and profit transfer agreements in accordance with section 293a of the AktG, will be available for inspection by shareholders at the offices of the respective parties from the date on which the Annual General Meeting is convened and can be downloaded from http://www.volkswagenag.com/ir/agm. Copies of these documents will also be on display during the Annual General Meeting of Volkswagen Aktiengesellschaft.

7. Election of the auditors and Group auditors for fiscal year 2013 as well as of the auditors to review the condensed consolidated financial statements and interim management report for the first six months of 2013

The Supervisory Board, based on the recommendation by the Audit Committee, proposes the election of PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Hanover, as the auditors for the single-entity and consolidated financial statements for fiscal year 2013 and as the auditors to review the condensed consolidated financial statements and interim management report for the first six months of 2013.

Additional information for the Notice convening the Annual General Meeting

1. Total number of shares and voting rights

The total number of shares of the Company at the time the Annual General Meeting was convened amounts to 465,237,989. 295,089,818 of these were ordinary shares and 170,148,171 were nonvoting preferred shares. The total number of voting rights is 295,089,818.

2. Conditions for attending the Annual General Meeting and exercising voting rights

Only persons who are shareholders of the Company and who have registered by the beginning of the 21st day before the Annual General Meeting, i.e. by 00:00 on April 4, 2013 (record date), are entitled to attend the Annual General Meeting 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 18, 2013. 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 Bürgerliches Gesetzbuch (BGB - German Civil Code). It should also be indicated whether the shares held are ordinary or preferred shares.

Registration agent:

Volkswagen Aktiengesellschaft

c/o Computershare Operations Center

80249 Munich, Germany

Fax: [phone]

E-mail: [e-mail]

As a rule, custodian banks perform the necessary registration procedures on behalf of their customers and send the evidence of shareholdings. Shareholders are asked to contact their custodian bank and request an admission ticket to the Annual General Meeting.

3. Procedure for voting by proxy

a) Authorizing a third party

Shareholders who do not attend the Annual General Meeting in person may exercise their voting rights through a proxy, e.g. a credit institution, a shareholders' association, or a third party, but not in the proxy's 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. Proxies can be granted and revoked and instructions issued on the Company's website at www.volkswagenag.com/ir/agm using the data on the admission ticket (see point c).

The proxy only applies to the next Annual General Meeting 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 Annual General Meeting, to file objections against Annual General 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 Annual General Meeting. 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 and instructions. The completed and signed form in favor of the proxy designated by the Company must be received at the following address by no later than 24:00 on Wednesday, April 24, 2013.

Volkswagen Aktiengesellschaft

c/o Computershare Operations Center

80249 Munich, Germany

Fax: [phone]

E-mail: [e-mail]

Proxies can be granted and revoked and instructions issued on the Company's website at www.volkswagenag.com/ir/agm using the data on the admission ticket (see point c).

c) Additional information about granting proxies and issuing instructions online

Shareholders can also electronically authorize a third party or the proxies designated by the Company to exercise their shareholder rights before and during the Annual General Meeting until the end of the plenary discussions. They can also revoke such authorization and/or issue or amend instructions. Shareholders can access this online proxy system using the data on their admission ticket on the Company's website at www.volkswagenag.com/ir/agm under "Proxy Voting".

d) Additional information about granting proxies and issuing instructions by text message, e-mail, or fax

In addition, proxies and revocations of proxies can be sent to the Company at:

Fax and text messages: [phone]

and by e-mail to: [e-mail].

4. Broadcast of the Annual General Meeting on the Internet

On the instructions of the Chair of the Annual General Meeting, all shareholders of Volkswagen Aktiengesellschaft and any interested members of the public can follow the Annual General Meeting live on the Company's website at www.volkswagenag.com/ir/agm on April 25, 2013 starting at 10:00.

5. Shareholders' rights in accordance with sections 122(2), 126(1), 127 and 131(1) of the Aktiengesetz (AktG - German Stock Corporation Act)

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

Shareholders whose 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 25, 2013, 24:00 at the following address:

Volkswagen Aktiengesellschaft

HV-Stelle

Brieffach 1848

38436 Wolfsburg, Germany

Fax: [phone]

or by e-mail to: [e-mail]

Confirmation to this effect from the shareholder's custodian bank must be submitted as evidence.

b) Motions and proposals for election by shareholders in accordance with sections 126(1) and 127 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, and proposals for election 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 10, 2013:

Volkswagen Aktiengesellschaft

HV-Stelle

Brieffach 1848

38436 Wolfsburg, Germany

Fax: [phone]

or by e-mail to: [e-mail]

Countermotions and proposals for election must be submitted in German. If they are also to be published in English, they must be accompanied by an English translation.

Countermotions and proposals for election will be published on the Company's website without delay at www.volkswagenag.com/ir/agm.

Any statements by the Management will also be published at the website shown above.

c) Right to information in accordance with section 131(1) of the AktG

Any shareholder who requests information on Company matters from the Board of Management at the Annual General Meeting 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 Annual General Meeting, the documents to be made available, shareholder motions and additional information relating to our Annual General Meeting (including on shareholder rights) are available on the Company's website at www.volkswagenag.com/ir/agm.

The notice convening the Annual General Meeting was published in the electronic Bundesanzeiger on March 14, 2013.

VOLKSWAGEN AKTIENGESELLSCHAFT

The Board of Management

Wolfsburg, March 2013

Chairman of the Supervisory Board:

Hon.-Prof. Dr. techn. h.c. Dipl.-Ing. ETH Ferdinand K. Piëch

The Board of Management:

Prof. Dr. Dr. h.c. mult. Martin Winterkorn

Dr. rer. pol. h.c. Francisco Javier Garcia Sanz

Prof. Dr. rer. pol. Dr.-Ing. E.h. Jochem Heizmann

Christian Klingler

Dr.-Ing. E.h. Michael Macht

Prof. Dr. rer. pol. Horst Neumann

Dr. h.c. Leif Östling

Hans Dieter Pötsch

Prof. Rupert Stadler

Domiciled in: Wolfsburg, Germany

Commercial register: Braunschweig Local Court HRB 100484

This information is provided by RNS

The company news service from the London Stock Exchange

END

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