VKW Volkswagen Ord

TIDMVKW

RNS Number : 6084C

Volkswagen AG

10 March 2011

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 Congress Center Hamburg, Marseiller Strasse 2, 20355 Hamburg, on Tuesday, May 3, 2011 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, 2010, together with the report of the Supervisory Board on fiscal year 2010 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 2010 of EUR1,039,270,026.53 be appropriated as follows:

a) an amount of EUR649,100,247.40 to pay a dividend of EUR2.20 per ordinary share carrying dividend rights and

b) an amount of EUR384,522,678.28 to a pay a dividend of EUR2.26 per preferred share carrying dividend rights

and that EUR5,647,100.85 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 2010

The Supervisory Board and the Board of Management recommend that the actions of the members of the Board of Management in fiscal year 2010 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 2010

The Supervisory Board and the Board of Management recommend that the actions of the members of the Supervisory Board in fiscal year 2010 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 members of the Supervisory Board

In accordance with Article 11(2) of the Articles of Association of Volkswagen Aktiengesellschaft, the term of office of the two members of the Supervisory Board, Dr. Hans Michael Gaul and Dr. Jurgen Gro(Beta)mann, 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 section 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. This means that eight members of the Supervisory Board are appointed by the Annual General Meeting. Due to the expiry of the terms of office of the two above-mentioned members of the Supervisory Board, two members are 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 two members 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 2015.

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

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

Mrs. Annika Falkengren

Stockholm, Sweden

President and CEO of Skandinaviska Enskilda Banken AB (SEB AB), Stockholm, Sweden

Mr. Khalifa Jassim Al-Kuwari

Doha, Qatar

Executive Director of Qatar Holding LLC, Doha, Qatar

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

6. Resolution on the creation of authorized capital and the corresponding amendment to the Articles of Association

Because the authorized capital previously contained in Article 4(5) of the Articles of Association of Volkswagen Aktiengesellschaft will expire on May 2, 2011, the Supervisory Board and Board of Management are proposing the following resolution to renew this capital:

a) to authorize the Board of Management, with the consent of the Supervisory Board, to increase the share capital in the period up to May 2, 2016 by issuing new ordinary bearer shares and/or new non-voting preferred bearer shares on one or several occasions against cash contributions and/or non-cash contributions by up to a total of EUR110,000,000. The shareholders have preemptive rights to the new shares. However, when issuing ordinary shares, the Board of Management is authorized, with the consent of the Supervisory Board, to disapply shareholders' preemptive rights to the extent necessary to avoid any fractions that would otherwise arise, in order to issue the new ordinary shares against non-cash contributions and/or to grant holders of warrants and convertible bonds preemptive rights to new shares in the amount to which they would be entitled following the exercise of their options or conversion rights. The Board of Management shall decide, with the consent of the Supervisory Board, on the further details of the rights attaching to the shares and the conditions applicable to the issuance of the shares.

b) to replace the current wording of Article 4(5) of the Articles of Association of Volkswagen Aktiengesellschaft, which will become obsolete due to the expiration of the authorization on May 2, 2011, by the following new wording:

"The Board of Management is authorized, with the consent of the Supervisory Board, to increase the share capital in the period up to May 2, 2016 by issuing new ordinary bearer shares and/or new non-voting preferred bearer shares on one or several occasions against cash contributions and/or non-cash contributions by up to a total of EUR110,000,000. The shareholders have preemptive rights to the new shares. However, when issuing ordinary shares, the Board of Management is authorized, with the consent of the Supervisory Board, to disapply shareholders preemptive rights to the extent necessary to avoid any fractions that would otherwise arise, in order to issue the new ordinary shares against non-cash contributions and/or to grant holders of warrants and convertible bonds preemptive rights to new shares in the amount to which they would be entitled following the exercise of their options or conversion rights. The Board of Management shall decide, with the consent of the Supervisory Board, on the further details of the rights attaching to the shares and the conditions applicable to the issuance of the shares."

c) to authorize the Supervisory Board to amend Article 4(5) of the Articles of Association of Volkswagen Aktiengesellschaft to reflect any utilization of authorized capital or following expiration of the authorization period.

In accordance with section 203(2) sentence 2 in conjunction with section 186(4) sentence 2 of the Aktiengesetz (AktG - German Stock Corporation Act), the Board of Management hereby submits the following report in relation to item 6 of the agenda for the Annual General Meeting:

The authorized capital previously contained in section 4(5) of the Articles of Association of Volkswagen Aktiengesellschaft is due to expire on May 2, 2011. However, it may also be necessary in the coming years to safeguard the growth of the Volkswagen Group by ensuring that it has adequate capital resources. Volkswagen Aktiengesellschaft operates in a globally competitive environment. It must be in a position at all times to act quickly and flexibly in the international and regional markets in the interests of its shareholders. This includes acquiring companies and interests in companies to improve its competitive position.

Recent developments in the global economy illustrate clearly that ever larger entities are involved in mergers and acquisitions. In many cases, the consideration that has to be paid is very high. In other cases, the seller of equity interests is particularly interested in acquiring shares of the purchaser or of an affiliated company of the purchaser within the meaning of section 15 of the AktG (German Stock Corporation Act) as consideration for the sale of its equity interest. For this reason, the consideration in such cases is paid in whole or in part in shares of the acquiring company. This requires an option to disapply shareholders' preemptive rights when issuing ordinary shares.

Capital increases by way of resolutions by the Annual General Meeting are not possible at short notice when such potential acquisitions arise, or would not ensure the flexibility needed for acquisitions or for purchases of equity interests.

The authorization being proposed here is therefore designed to give the Volkswagen Group the flexibility it needs to exploit opportunities that arise to acquire companies or interests in companies quickly and flexibly. The Board of Management therefore believes that it is necessary to create corresponding authorized capital that gives the Board of Management, following the prior consent of the Supervisory Board, the ability to issue ordinary shares against cash and/or non-cash contributions.

The Board of Management is also to be authorized to disapply shareholders' preemptive rights when issuing ordinary shares in cases where the stipulated subscription ratio gives rise to fractions; such fractions result from the amount of the issue volume in question and the elaboration of a practicable subscription ratio. Disapplying shareholders' preemptive rights in such cases allows a round, manageable subscription ratio and the settlement of fractions. Fractions will be settled at best, but at least at the subscription price.

The disapplication of preemptive rights in favor of holders of options and conversion rights when issuing ordinary shares replaces the reduction of the option or conversion price using the antidilutive formula.

7. Resolution on the authorization to purchase and utilize own shares

Because the authorization to acquire and utilize own shares issued by the Annual General Meeting of Volkswagen Aktiengesellschaft on April 23, 2009 expired unused on October 23, 2010, the Supervisory Board and Board of Management are proposing that the Annual General Meeting issue the following new authorization:

a) The Board of Management is authorized, with the consent of the Supervisory Board, to acquire ordinary shares and/or non-voting preferred shares of Volkswagen Aktiengesellschaft, at its discretion, once in a number of tranches up to a maximum of 10% of the share capital, i.e. up to EUR119,088,243.20 of the share capital, via the stock market or by way of a public purchase offer directed to all shareholders, or by way of derivatives in the form of put or call options or a combination of the two, or using other equity derivatives as determined in the following section.

The Board of Management is also authorized, with the consent of the Supervisory Board, to perform the following actions in relation to these shares once or in a number of tranches:

- to resell them in compliance with the principle of equal treatment of all shareholders, provided that such resale is not performed for the purposes of trading in own shares, or

- to list them on stock exchanges outside Germany on which the Company's shares have not been traded previously, or

- to offer and transfer them in the context of business combinations or in the context of the acquisition of companies or equity interests in companies, or

- to utilize them to service bearer bonds with warrants and/or convertible bonds with the exception of stock option plans for the Board of Management and employees, or

- to offer them for sale to persons employed by, or having a contract of service with, Volkswagen Aktiengesellschaft or one of its affiliated companies, or

- to sell them for cash consideration to a third party at a price that is not materially lower than the quoted market price of the shares of the Company at the time of sale, or

- to retire them without a further resolution by the Annual General Meeting.

If the share capital is lower at the time the shares are purchased than it is at present, the proportionate capital for the shares to be purchased will be reduced correspondingly. The own shares that the Company acquires by virtue of this authorization, together with other shares of the Company that the Company has already acquired and still holds, or that are attributable to the Company in accordance with sections 71d and 71e of the AktG, may not account for more than 10% of the share capital at any time. Shares may also be acquired, held and utilized in accordance with the other requirements mentioned in this resolution by other Group companies and/or by third parties for the account of Volkswagen Aktiengesellschaft or for the account of other Group companies. Derivatives such as options on shares may also be used.

This authorization will come into effect on May 4, 2011 and applies until November 3, 2012.

b) In the event of acquisition via the stock exchange, the price paid per share (not including transaction costs) may not exceed the price of the ordinary shares or preferred shares traded in XETRA (or a comparable successor system) as established in the opening auction on the trading day by more than 5%, and may not fall short of it by more than 10%.

c) In the event of a public purchase offer to all shareholders, the purchase price offered or the limits of the purchase price range offered per share (not including transaction costs) may not exceed or fall short of the closing price of the ordinary or preferred shares in XETRA (or a comparable successor system) on the trading day prior to the publication of the offer by more than 20%. If the quoted market price exceeds the purchase price offered following the publication of a formal offer, the purchase price offered may be adjusted. In such a case, the price on the last trading day prior to publication of the adjustment to the offer will apply. The volume of the offer may be limited. If the offer is oversubscribed, acceptance must be based on a quota system. Provision may be made for preferential acceptance of minor volumes of up to 100 tendered shares per shareholder.

d) If own shares are acquired by means of derivatives in the form of put or call options or a combination of the two, the total number of shares acquired by exercising this authorization shall be limited to a maximum of 5% of the share capital. The term of the options must expire no later than on November 3, 2012 and must be chosen in such a way that shares may not be acquired by exercising the options after November 3, 2012. The terms and conditions of the options must ensure that the options are only settled by shares that have been acquired via the stock exchange in compliance with the principle of equal treatment at the quoted market price of the shares in XETRA trading (or a comparable successor system) at the time of their acquisition via the stock exchange.

The price paid by the Company to acquire options may not be higher than, and the selling price for options received by the Company may not be lower than, the theoretical market price of the options in question calculated using recognized valuation techniques; the inputs used to calculate this theoretical market price shall include the agreed exercise price. If own shares have been acquired using derivatives in compliance with the provisions set out above, shareholders shall not be permitted to enter into such option transactions with the Company by application mutatis mutandis of section 186(3) sentence 4 of the AktG. Shareholders shall also not be permitted to enter into option transactions to the extent that a preferential offer to enter into option transactions related to small numbers of shares is stipulated when option transactions are entered into. Shareholders shall have a right to tender their shares only to the extent that the Company has an obligation to them to acquire shares under the option transactions. Any more far-reaching right of tender is excluded.

e) Furthermore, it can be agreed with a financial institution that this institution shall provide the Company with a predetermined number of shares amounting to a maximum of 5% of the share capital or a predetermined equivalent value of the shares in euros within a predefined period of time, but at the latest on November 3, 2012. The price at which the Company acquires own shares must be a discount to the arithmetic mean of the volume-weighted average prices of the ordinary and preferred shares in XETRA trading (or a comparable successor system), calculated over a predetermined number of exchange trading days. The financial institution must also agree to buy the shares to be delivered in compliance with the principle of equal treatment on the stock exchange at prices that are within the range that would apply in the case of the Company acquiring the shares directly via the stock exchange. If own shares are acquired on the basis of an agreement with a financial institution, the shareholders shall not have the right to enter into such agreements with the Company or the right to tender their shares.

f) The price at which the shares of Volkswagen Aktiengesellschaft may be listed on additional stock exchanges may not fall below the price of the ordinary or preferred shares (not including transaction costs) in XETRA trading (or a comparable successor system) calculated at the end of the placement period by more than 5%. The price at which they are issued to third parties in the context of business combinations or acquisitions of companies or equity interests in companies may not be more than 5% below the price of the ordinary or preferred shares (not including transaction costs) in XETRA trading (or a comparable successor system) calculated on the day of the agreement with third parties. The price at which they are sold for cash consideration to third parties may not be materially lower than the quoted market price of the shares of the Company at the time of sale.

g) The Board of Management may, with the consent of the Supervisory Board, disapply shareholders' preemptive rights to the own shares of the Company if the shares are listed on stock exchanges outside Germany, offered and transferred to third parties in the context of business combinations or in the context of the acquisition of companies or equity interests in companies, utilized to service bearer bonds with warrants and/or convertible bonds, or sold for cash consideration to employees of Group companies or to third parties.

In accordance with section 71(1) no. 8 in conjunction with section 186(4) sentence 2 of the Aktiengesetz (AktG - German Stock Corporation Act), the Board of Management hereby submits the following report in relation to item 7 of the agenda for the Annual General Meeting:

The authorization described in item 7 of this year's agenda is designed to allow Volkswagen Aktiengesellschaft to acquire own shares and to utilize them in accordance with the purposes outlined above, including the resale of such shares in compliance with the principle of equal treatment of all shareholders. However, such resale may not be performed for the purposes of trading in own shares.

The own shares may also be used for listing on stock exchanges on which the shares of Volkswagen Aktiengesellschaft are not yet listed. Volkswagen faces strong competition on the international capital markets. It may therefore also be necessary to list shares of Volkswagen Aktiengesellschaft on other stock exchanges outside Germany. To the extent that Volkswagen Aktiengesellschaft can utilize own shares for this purpose, this would support the listing of Volkswagen shares on additional stock exchanges outside Germany.

The authorization is also designed to enable Volkswagen to have own shares at its disposal so as to be able to offer and transfer them as consideration in business combinations or acquisitions of companies or equity interests in companies. The use of shares as an acquisition currency is becoming increasingly necessary in order to be able to compete internationally as a result of the globalization of the economy.

The authorization is also designed to enable own shares acquired to be utilized to service bearer bonds with warrants and/or convertible bonds (with the exception of stock option plans for the Board of Management and employees) and to issue shares to employees and members of the Board of Management/managing directors of Group companies. This avoids new shares being created if Volkswagen already has own shares available.

Another objective is to allow own shares acquired to be sold to third parties such as institutional investors, or to acquire new groups of investors, for cash consideration with shareholders' preemptive rights disapplied, with the consent of the Supervisory Board. A condition for such a sale is that the price obtained may not be materially lower than the quoted market price. Orienting the selling price on the quoted market price takes account of the principle of antidilution and appropriately safeguards the pecuniary and voting right interests of the shareholders. When stipulating the final selling price, management will make efforts to keep any discount to the quoted market price as low as possible, taking into account the current market situation. This gives the Company additional scope to flexibly take advantage of favorable stock market conditions or to issue the shares selectively to investors in the interests of its shareholders. There are no concrete plans at present to exercise this authorization.

The purposes mentioned above justify the proposed exclusion of shareholders' pre-emptive rights.

Volkswagen Aktiengesellschaft is also to be authorized to retire own shares without requiring a further resolution by the Annual General Meeting

The Board of Management will report to the Annual General Meeting in each case on any utilization of the authorizations.

Shares may also be acquired, held and utilized in accordance with the other requirements mentioned in this resolution by other Group companies and/or by third parties for the account of Volkswagen Aktiengesellschaft or for the account of other Group companies.

As well as making acquisitions via the stock market, the Company will also be given the opportunity to acquire shares via a public purchase offer (tender procedure). In such a case, every shareholder of Volkswagen Aktiengesellschaft who is willing to sell can decide how many shares to tender and, if a price range is established, at which price they wish to tender them. Should the amount of shares tendered at the specified price exceed the number of shares required by Volkswagen Aktiengesellschaft, the acceptance of tenders must be allocated proportionately. Provision should be made for the opportunity for preferential acceptance of small tenders or small portions of tenders of up to a maximum of one hundred shares. This opportunity is designed to avoid fractions when determining the quotas to be acquired, as well as to avoid minor remaining amounts, and thus facilitate technical settlement.

In addition, the authorization provides for the acquisition of own shares using derivatives in the form of put or call options or a combination of the two. This additional possibility, which is now well established in practice at many DAX companies, is designed to increase the opportunities open to the Company to optimally structure acquisitions of own shares. The same also applies to the acquisition of own shares using equity derivatives as the result of an agreement with a financial institution. Under certain circumstances, it may be advantageous for the Company to sell put options, acquire call options, or acquire shares of the Company using a combination of put and call options, or using equity derivatives, instead of buying own shares of the Company directly. The term of the options must be chosen in such a way that the shares may not be acquired by exercising the options after November 3, 2012. The same applies to the acquisition of own shares using equity derivatives as the result of an agreement with a financial institution. This ensures that the Company does not acquire own shares via options after expiration of the authorization that is valid until this date, in accordance with section 71(1) no. 8 of the AktG.

If put options are sold, the purchaser of the put option will be granted the right to sell shares of the Company to the Company at a price stipulated in the put option (exercise price). The Company receives an option premium in return for this right; this premium corresponds to the value of the right to sell conveyed by the put option, taking into consideration a variety of factors such as the exercise price, the term of the option and the volatility of the Company's shares. If the put option is exercised, the option premium paid by the purchaser of the put option reduces the total consideration paid by the Company to acquire the shares. For the purchaser of the put option, exercising the put option only makes economic sense if the price of the shares at the time the put option is exercised is lower than the exercise price, because the option holder can then sell the shares at the higher exercise price. Conversely, the advantage to the Company of using put options is that the exercise price is already defined when the option transaction is entered into, whereas the cash outflow does not happen until the exercise date. If the option holder does not exercise the option because the share price at the exercise date is higher than the exercise price, the Company cannot acquire any own shares but can still keep the option premium it has received.

If it buys a call option, the Company receives the right - against payment of an option premium - to buy from the seller (writer) of the option a predetermined number of the Company's own shares at a previously agreed price (exercise price). For the Company, exercising the call option makes economic sense if the price of the shares is higher than the exercise price, because the Company can then buy the shares from the writer at the lower exercise price. In this way, for example, the Company can limit price risks if the Company itself is obliged to transfer shares at a later point in time, for instance to settle exchange rights under convertible bonds. This also preserves the Company's liquidity, because the agreed purchase price for the shares only has to be paid when the call option is exercised.

The purchase price payable by the Company for the shares of the Company is the exercise price agreed for the option in question. The exercise price may be higher or lower than the quoted market price of the Company's shares on the day when the option transaction is entered into, although it may not be more than 10% higher or lower than the average closing price of the Company's shares in the XETRA trading system (or a comparable successor system) on the last three trading days prior to the day on which the option transaction in question is entered into (in each case not including transaction costs, but taking into account the option premium received or paid). The option premium payable by the Company in the case of call options and receivable in the case of put options may not be higher than (call options) or lower than (put options) the theoretical fair value of the options in question calculated using recognized techniques, and especially valuation models; the inputs used to calculate this theoretical market value shall include the agreed exercise price. Structuring the proposed authorization to acquire own shares using derivatives - specifically the stipulation of the option premium and exercise price as described above and the obligation, to be included in the terms and conditions of the options, only to settle options with shares that have been acquired, in compliance with the principle of equal treatment, via the stock exchange at the quoted market price of the shares in XETRA trading (or a comparable successor system) at the time of acquisition - prevents a situation in which shareholders are economically disadvantaged when own shares are repurchased using derivatives. Since the Company receives or pays a fair market price, shareholders who do not participate in the option transactions do not suffer any pecuniary disadvantage. This corresponds to the position of shareholders when shares are bought back via the stock exchange and not all shareholders are actually able to sell shares to the Company. The conditions for the structuring of the options and for the shares to be used to settle the option rights ensure that the

principle of equal treatment of shareholders is fully taken into account in this form of acquisition as well. It is therefore justified, including in respect of the legal principle that underlies section 186(3) sentence 4 of the AktG, not to grant the shareholders a right to enter into such option transactions with the Company. Shareholders also do not have a right to enter into option transactions with the Company to the extent that a preferential offer to enter into option transactions related to small numbers of shares is stipulated when option transactions are entered into. By disapplying shareholders' preemptive and tender rights, the Company is able to enter into option transactions at short notice, which would not be possible in the same way in an offer to sell options to all shareholders or an offer to purchase options from all shareholders.

In the case of the acquisition of own shares using equity derivatives under an agreement with a financial institution, the goal is to agree with the latter that this will provide the Company with a predetermined number of shares amounting to a maximum of 5% of the share capital or a predetermined equivalent value of the shares in euros within a predefined period of time, but at the latest on November 3, 2012. The Company thus has the opportunity to acquire own shares at a discount to the arithmetic mean of the volume-weighted average prices of the ordinary and preferred shares in XETRA trading (or a comparable successor system). The agreement by financial institutions to buy the shares to be delivered in compliance with the principle of equal treatment on the stock exchange at prices that are within the range that would apply in the case of the Company acquiring the shares directly via the stock exchange ensures that shareholders are not economically disadvantaged when own shares are repurchased using derivatives. Since the Company receives or pays a fair market price, shareholders who do not participate in the equity derivatives do not suffer any pecuniary disadvantage. This corresponds to the position of shareholders when shares are bought back via the stock exchange and not all shareholders are actually able to sell shares to the Company.

Where own shares are acquired using derivatives, shareholders are to have a right to tender their shares only to the extent that the Company has a specific obligation to them to acquire the shares under the options in question. If this were not the case, derivatives could not be used to repurchase own shares and the Company would not be able to obtain the benefits associated with such transactions. After carefully weighing up the interests of the shareholders and the interests of the Company, the Board of Management believes that the exclusion or restriction of any right of tender and of any right of shareholders to enter into equity derivatives with the Company is justified because of the benefits to the Company deriving from the use of derivatives for repurchasing shares.

The Board of Management will report to the following Annual General Meeting on the exercise of the authorization.

8. Resolution on the approval of an intercompany agreement

The Supervisory Board and the Board of Management recommend that the General Meeting approve the signing of a control and profit transfer agreement between Volkswagen Aktiengesellschaft and Volkswagen Vertriebsbetreuungsgesellschaft mbH, Chemnitz, dated February 4, 2011.

Volkswagen Aktiengesellschaft is the sole shareholder of Volkswagen Vertriebsbetreuungsgesellschaft mbH. The agreement comprises the following provisions:

-- 1 Control

The subordinate company shall assign control of the management of the company to the dominant company. The dominant company is therefore entitled to issue instructions to the management of the subordinate company.

-- 2 Profit transfer

(1) The subordinate company undertakes to transfer its entire profit as defined by section 3 of this agreement, subject to the following subsections, to the dominant company.

(2) The subordinate company can only transfer parts of its net income to the other reserves with the approval of the dominant company. The dominant company undertakes to grant such approval if and insofar as this is permissible under commercial law and required by prudent business judgment. Other reserves set up during the terms of this agreement shall be reversed and used to offset a loss or transferred as profit if the dominant company requires this and if it is justified by prudent business judgment.

(3) No income may be transferred from the reversal of other reserves that were set up before this agreement took effect.

(4) The provisions of sections 291 ff. of the AktG, and in particular of sections 300(1) and 301 AktG, must be observed.

-- 3 Determination of profit

The profit and loss of the subordinate company shall be determined in accordance with the provisions of commercial law, and in particular the rules governing restrictions on distribution, and in compliance with the provisions governing corporation tax in each case.

-- 4 Assumption of loss

(1) The dominant company is obliged to offset all other losses made by the subordinate company during the term of the agreement in line with the provisions of section 302 of the AktG, as amended.

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

-- 5 Right to information

The dominant company is entitled at all times to inspect the subordinate company's books and other business records. The management of the subordinate company is obliged to provide the dominant company at all times with all information requested by it on issues relating to the subordinate company.

-- 6 Duration and termination of the agreement

(1) This agreement shall take effect retroactively on entry in the commercial register of the subordinate company for the period since the start of the current fiscal year of the subordinate company.

(2) The right of instruction in accordance with section 1 shall take effect as of the date of signature of this agreement.

(3) This agreement has been signed for an unlimited period. It may not be terminated before the end of a ten-year period starting with the end of the current fiscal year. After this period, it may be terminated as of the end of any fiscal year of the subordinate company, giving three months' notice. Termination shall be in writing. Compliance with the notice period shall be measured as from receipt of the notice of termination by the other company.

(4) Should this agreement come to an end, the dominant company shall furnish the creditors of the subordinate company with security in accordance with section 303 of the AktG.

The control and profit transfer agreement, the annual financial statements and the management reports of the parties to the agreement for the last three fiscal years as well as the combined report by the Board of Management of Volkswagen AG and the management of the dependent company submitted in accordance with section 293a of the AktG are available for inspection by shareholders at the business premises of the respective parties to the agreement as from the convening of the General Meeting and can be accessed online at "www.volkswagenag.com/ir/hv". In addition, these documents will also be available during the General Meeting of Volkswagen Aktiengesellschaft.

9. Amendment to the Articles of Association

In order to stipulate a standard place of jurisdiction at the Company's domiciles including for disputes relating to financial instruments and public capital market information, the Board of Management and the Supervisory Board propose to add the following provision to the Articles of Association of Volkswagen Aktiengesellschaft:

"-- 29 Place of jurisdiction

The sole place of jurisdiction for all disputes between shareholders and of the beneficiaries or obligors of financial instruments relating to the Company's shares on the one hand, and the Company on the other, shall be the Company's domicile unless mandatory statutory provisions require otherwise. This also applies to disputes relating to compensation claimed for damage caused by false or misleading public capital market information, or the failure to provide such information. Foreign courts shall not have jurisdiction over such disputes."

10. Election of the auditors and Group auditors for fiscal year 2011 as well as of the auditors to review the condensed consolidated financial statements and interim management report for the first six months of 2011

The Supervisory Board, based on the recommendation by the Audit Committee, proposes the election of PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprufungsgesellschaft, Hanover, as the auditors for the single entity and consolidated financial statements for fiscal year 2011 and as the auditors to review the condensed consolidated financial statements and interim management report for the first six months of 2011.

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 465,188,685; the total number of voting rights amounted to 295,045,907.

Attendance at the Annual General Meeting and exercise of voting rights

To be able to attend the Annual General Meeting, shareholders - and to be able to exercise voting rights, ordinary shareholders - must have registered by no later than the end of April 26, 2011 at the registration agent listed below in text form (section 126b of the Burgerliches Gesetzbuch (BGB - German Civil Code)) in German or in English.

Shareholders must also provide evidence that they are entitled to attend the Annual General Meeting and to exercise their voting rights by the end of April 26, 2011. To do this, they must submit evidence of their shareholding issued by the custodian bank in text form (section 126b of the BGB) in German or in English to the registration agent named below. The evidence must refer to the beginning of April 12, 2011 ("record date").

Registration agent:

Volkswagen Aktiengesellschaft

c/o Commerzbank AG

GS-MO 2.1.1 AGM

60261 Frankfurt am Main, Germany

Fax: + 49 (0)69 / 136-26351

E-mail: hv-eintrittskarten@commerzbank.com

The registration agent issues admission tickets entitling the holders to attend the Annual General Meeting and to exercise shareholder rights there.

Exercise of voting rights by proxy and/or attendance

Voting rights and/or rights of attendance may also be exercised by a proxy, e.g. a credit institution, a shareholders' association, or a third party, but not in their own name. In this case, too, it is necessary for the shareholders concerned - as described above - to register in time and in the proper manner and to provide evidence of their shareholdings. To grant a proxy, the shareholder must issue the representative, unless the latter is the shareholder's legal representative, with a proxy in text form containing the name, the place of residence and the number of shares and votes of the shareholder represented. The proxy only applies to the next Annual General Meeting in each case. Shareholders will be sent proxy forms together with their admission tickets. 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. Any revocation of a proxy must also be made in text form.

Electronic proxies and electronic revocations of proxies must be sent to the Company at:

www.volkswagenag.com/ir/hv

Fax and SMS: +49/(0) 53 61 / 95 60 01 00

or by e-mail to: hvstelle@volkswagen.de

We offer our shareholders the opportunity to be represented at the Annual General Meeting by a proxy designated by the Company who will vote on their behalf in accordance with their voting instructions. Shareholders who wish to take advantage of this opportunity require an admission ticket to the Annual General Meeting. The form printed on this admission ticket to appoint a proxy and issue voting instructions must be completed, signed and sent in the original to the following address only:

Volkswagen Aktiengesellschaft

HV-Stelle

Brieffach 1848

38436 Wolfsburg, Germany

The completed and signed form issuing the proxy and the voting instructions to the proxy designated by the Company must be received at this address by no later than Friday, April 29, 2011.

Alternatively, you can also issue a proxy electronically to the proxy designated by the Company. You will need an admission ticket to the Annual General Meeting to be able to do this.

Voting instructions issued to proxies designated by the Company may be amended online at www.volkswagenag.com/ir/hv until the end of the plenary discussions at the Annual General Meeting. To be able to do this, the shareholders will need the data shown in the lower section of the admission ticket. This section must be detached from the admission ticket and stored by the shareholder in a safe place; in this case, only the upper section of the admission ticket should be sent to Volkswagen Aktiengesellschaft. Additional information on how to amend voting instructions online will be published on the website stated above.

The Annual General Meeting may be followed online by clicking the corresponding link at www.volkswagenag.com/ir/hv.

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 April 2, 2011, 24:00 at the following address:

Volkswagen Aktiengesellschaft

HV-Stelle

Brieffach 1848

38436 Wolfsburg, Germany

Fax: +49/(0) 53 61/95 60 01 00

or by e-mail to: hvstelle@volkswagen.de

Furthermore, the shareholders must prove that they have held the requisite minimum number of shares for at least three months before the date of the Annual General Meeting, and that they will continue to do so until a decision is reached on the motion. Confirmation to this effect from the shareholder's custodian bank must be submitted as evidence.

Countermotions and proposals for election in accordance with section 126(1) and section 127 of the AktG

Countermotions and proposals for election at the Annual General Meeting will be published on the Internet at

www.volkswagenag.com/ir/hv

They must be received by no later than April 18, 2011 24:00, together with evidence that the person filing the motion is a shareholder, at the following address:

Volkswagen Aktiengesellschaft

HV-Stelle

Brieffach 1848

38436 Wolfsburg, Germany

Fax: +49/(0) 53 61/95 60 01 00

or by e-mail to: hvstelle@volkswagen.de

Statements by the Management will also be published on the Internet at www.volkswagenag.com/ir/hv. 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.

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

At the Annual General Meeting, any shareholder may request information from the Board of Management on issues relating to the Company, the legal and business relationship between the Company and affiliated companies, and on the situation of the Group and the companies included in the consolidated financial statements, to the extent that the information is required for the due and proper assessment of an item on the agenda.

Note regarding our 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 Internet at www.volkswagenag.com/ir/hv.

The notice convening the Annual General Meeting was published on March 10, 2011 in the electronic Bundesanzeiger.

VOLKSWAGEN AKTIENGESELLSCHAFT

The Board of Management

Wolfsburg, March 2011

Chairman of the Supervisory Board:

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

The Board of Management:

Prof. Dr. rer. nat. Martin Winterkorn

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

Prof. Dr. rer. pol. Jochem Heizmann

Christian Klingler

Dr.-Ing. E. h. Michael Macht

Prof. Dr. rer. pol. Horst Neumann

Hans Dieter Potsch

Rupert Stadler

Domiciled in: Wolfsburg

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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