TIDMVKW
RNS Number : 9572Y
Volkswagen AG
12 March 2012
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 Thursday,
April 19, 2012 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,
2011, together with the report of the Supervisory Board on fiscal
year 2011 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 2011 of EUR1,715,469,967.90 be appropriated as follows:
a) EUR885,269,451.00 to pay a dividend of EUR3.00 per ordinary share carrying dividend rights and
b) EUR520,636,900.68 to pay a dividend of EUR3.06 per preferred
share carrying dividend rights, and
c) EUR300,000,000.00 to be appropriated to other revenue reserves and
d) EUR9,563,616.22 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 2011
The Supervisory Board and the Board of Management recommend that
the actions of the members of the Board of Management in fiscal
year 2011 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 2011
The Supervisory Board and the Board of Management recommend that
the actions of the members of the Supervisory Board in fiscal year
2011 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 Supervisory
Board members Dr. Michael Frenzel and Prof. Dr. Ferdinand K. Piech
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. 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 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 2016.
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. Ursula M. Piech
Salzburg, Austria
Kindergarten teacher with additional qualifications in Business
and Law
(not currently actively working)
Mr. Hon.-Prof. Dr. techn. h.c. Dipl.-Ing. ETH Ferdinand K.
Piech
Salzburg, Austria
Chairman of the Supervisory Board of Volkswagen
Aktiengesellschaft
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
The Supervisory Board and the Board of Management propose
a) that the authorization granted in the Annual General Meeting
on May 3, 2011 under agenda item 6 and the existing authorized
capital in Article 4(5) of the Articles of Association be canceled
effective as of the time when the new authorized capital defined
under b) and c) below is entered.
b) to authorize the Board of Management, with the consent of the
Supervisory Board, to increase the share capital in the period up
to April 18, 2017 by issuing new ordinary bearer shares and/or new
non-voting preferred bearer shares on one or several occasions
against cash contributions and/or noncash contributions by up to a
total of EUR110,000,000. The shareholders have preemptive rights to
the new shares. However, 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 noncash contributions, 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, and/or if the issue price of
the new shares in the case of capital increases against cash
contributions is not materially lower than the quoted market price
of existing listed shares, and if the total issued shares do not
exceed 10% of share capital either at the time when this
authorization becomes effective or at the time when it is
exercised. This limit should also include any shares that are sold,
issued, or due to be issued during the authorization period up
until the time when this authorization is exercised directly or in
corresponding application of section 186(3) sentence 4 of the AktG,
under disapplication of preemptive 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 replace the current wording of Article 4(5) of the Articles of Association of Volkswagen Aktiengesellschaft with 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 April 18, 2017 by issuing new ordinary bearer shares and/or new
non-voting preferred bearer shares on one or several occasions
against cash contributions and/or noncash contributions by up to a
total of EUR110,000,000. The shareholders have preemptive rights to
the new shares. However, 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 noncash contributions, 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, and/or if the issue price of
the new shares in the case of capital increases against cash
contributions is not materially lower than the quoted market price
of existing listed shares, and if the total issued shares do not
exceed 10% of share capital either at the time when this
authorization becomes effective or at the time when it is
exercised. This limit shall also include any shares that are sold,
issued, or due to be issued during the authorization period up
until the time when this authorization is exercised directly or in
corresponding application of section 186(3) sentence 4 of the AktG,
under disapplication of preemptive 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."
d) 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.
To be effective, the resolutions under a) - d) above shall
require both a resolution to be adopted by the Annual General
Meeting and the approval of the preferred shareholders by way of a
special resolution at a Special Meeting of Preferred
Shareholders.
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 only
authorizes disapplication of shareholders' preemptive rights when
issuing ordinary shares. In recent years, however, preferred shares
have been increasingly accepted by the Company's investors. In
2010, for example, a capital increase was implemented by issuing
approximately 65 million shares, all of which were preferred
shares. Preferred shares are far more liquid and are included in
the DAX. Furthermore, the price of Volkswagen's preferred shares
now exceeds the price of its ordinary shares. This being the case,
it may be advisable over the next few years to support the growth
of the Volkswagen Group by issuing ordinary and/or preferred
shares, including with shareholders' preemptive rights disapplied.
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 and/or non-voting
preferred 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 noncash contributions.
The Board of Management is also to be authorized to disapply
shareholders' preemptive rights when issuing ordinary and/or
preferred 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 and/or
preferred shares replaces the reduction of the option or conversion
price using the antidilutive formula.
Finally, it should be possible to disapply subscription rights
in the event of capital increases against cash contributions in
accordance with section 186(3) sentence 4 of the AktG if the new
shares are issued at a price that is not materially lower than the
quoted market price. This is designed to give the Board of
Management the necessary flexibility to take advantage of favorable
stock market conditions at short notice and, by determining the
conditions in accordance with prevailing market terms, to set as
high an issue price as possible, thus strengthening the Company's
equity to a maximum extent. In the event that the authorization is
exercised, the Board of Management will limit discounts of the
issue price to the quoted market price to an expected maximum of
3%, but in all cases no more than 5%. The total shares issued with
shareholders' preemptive rights disapplied in accordance with
section 186(3) sentence 4 of the AktG may not exceed 10% of the
share capital either at the time when the authorization becomes
effective or when it is exercised. This limit will also include the
sale of treasury shares, insofar as it happens during the
authorization period with preemptive rights disapplied in
accordance with section 71(1) no. 8 sentence 5 and section 186(3)
sentence 4 of the AktG. This limit will also include those shares
that are or that will be issued to settle bonds with conversion
rights or options and/or conversion obligations, provided that the
bonds are issued during the authorization period with preemptive
rights disapplied by corresponding application of section 186(3)
sentence 4 of the AktG. These requirement will meet the
shareholders' need for protection against the dilution of their
holdings, in line with the starting provisions. Since the issue
price for the new shares is close to the quoted market price and
the volume of the capital increase without preemptive rights is
limited, it is generally possible for shareholders to preserve
their percentage interest by acquiring the necessary shares at
largely similar conditions via the stock market. This ensures that,
in keeping with the provisions of section 186(3) sentence 4 of the
AktG, the pecuniary and voting right interests of shareholders are
safeguarded when authorized capital is utilized with preemptive
rights disapplied, while the Company is given additional
flexibility in the interests of all shareholders.
7. Resolution on the authorization to purchase and utilize
treasury shares
Because the authorization to acquire and utilize treasury shares
issued by the Annual General Meeting of Volkswagen
Aktiengesellschaft on May 3, 2011 is only valid until November 3,
2012, the Supervisory Board and Board of Management are proposing
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, in one or more tranches up to a maximum of 10% of the
share capital, i.e. up to a share capital of EUR119,099,544.32, via
the stock market or by way of a public purchase offer addressed 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.
The Board of Management is also authorized, with the consent of
the Supervisory Board, to perform the following actions in relation
to these shares in one or more 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 settle 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
treasury 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 November 4, 2012 and
applies until April 18, 2017.
b) In the event of acquisition via the stock exchange, the price
paid per share (excluding 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 (excluding 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 treasury 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 April 18, 2017 and must
be chosen in such a way that shares may not be acquired by
exercising the options after April 18, 2017. 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 treasury 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
corresponding application 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
April 18, 2017. The price at which the Company acquires treasury
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 treasury 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
treasury shares 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 settle
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 treasury
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 treasury
shares.
Thetreasury 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 treasury 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
treasury 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 treasury shares
acquired to be utilized to settle 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 treasury shares available.
Another objective is to allow treasury 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' preemptive rights.
Volkswagen Aktiengesellschaft is also to be authorized to retire
treasury 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
treasury 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 treasury shares. The same also
applies to the acquisition of treasury 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 treasury
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 April 18, 2017. The same also applies
to the acquisition of treasury shares using equity derivatives as
the result of an agreement with a financial institution. This
ensures that the Company does not acquire treasury
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
treasury 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 treasury 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 treasury 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 treasury 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 April 18, 2017. The Company thus has the opportunity to
acquire treasury 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 treasury 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 treasury 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 treasury
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. Election of the auditors and Group auditors for fiscal year
2012 as well as of the auditors to review the condensed
consolidated financial statements and interim management report for
the first six months of 2012
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 2012 and as the auditors to review the
condensed consolidated financial statements and interim management
report for the first six months of 2012.
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 465,232,595. 295,089,817 of
these were ordinary shares and 170,142,778 were nonvoting preferred
shares. The total number of voting rights is 295,089,817.
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 March 29, 2012 (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 12, 2012. 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 Burgerliches 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 Commerzbank AG
GS-MO 4.1.1 General Meetings
60261 Frankfurt am Main, Germany
Fax: + 49 (0) 69 / 136-26351
E-mail: hv-eintrittskarten@commerzbank.com
As a rule, custodian banks perform the necessary registration
procedures on behalf of their customers and send the evidence of
shareholdings. The registration agent issues admission tickets
entitling the holders to attend the Annual General Meeting and to
exercise voting rights there.
3. Procedure for voting by proxy
a) Authorizing a third party
Shareholders who do not wish to attend the Annual General
Meeting in person may exercise their voting rights by a proxy, e.g.
a credit institution, a shareholders' association, or a third
party, but not in their 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.
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. The
completed and signed form issuing the proxy and the voting
instructions to the proxy designated by the Company must be
received at the following address by no later than Tuesday, April
17, 2012:
Volkswagen Aktiengesellschaft
HV-Stelle
Brieffach 1848
38436 Wolfsburg, Germany
Electronic proxies and electronic revocations of proxies must be
sent to the Company at:
Fax and SMS: +49 (0) 53 61 / 95600100
or by e-mail to: hvstelle@volkswagen.de
Proxies and instructions can also be issued via the Company's
online proxy system before and during the Annual General Meeting
until the end of the plenary discussions. Shareholders can access
this online proxy system at www.volkswagenag.com/ir/hv using the
data on their admission ticket.
4. Broadcasting the Annual General Meeting on the Internet
All shareholders of Volkswagen Aktiengesellschaft and any
interested members of the public can follow the Annual General
Meeting on the Internet at www.volkswagenag.com/ir/hv.
5. Shareholders' rights in accordance with section 122(2),
section 126(1), section 127 and section 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 19, 2012, 24:00 at the following
address:
Volkswagen Aktiengesellschaft
HV-Stelle
Brieffach 1848
38436 Wolfsburg, Germany
Fax: +49 (0) 53 61 / 95600100
or by e-mail to: hvstelle@volkswagen.de
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 section 126(1) and section 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 4, 2012:
Volkswagen Aktiengesellschaft
HV-Stelle
Brieffach 1848
38436 Wolfsburg, Germany
Fax: +49 (0) 53 61 / 95600100
or by e-mail to: hvstelle@volkswagen.de
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 Internet without delay at www.volkswagenag.com/ir/hv.
Any statements by the Management will also be published at the
Internet address given 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 Internet at
www.volkswagenag.com/ir/hv.
The notice convening the Annual General Meeting was published on
March 12, 2012 in the electronic Bundesanzeiger.
VOLKSWAGEN AKTIENGESELLSCHAFT
The Board of Management
Wolfsburg, March 2012
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. Dr.-Ing. E. h. 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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