Shareholder structure

SHAREHOLDER STRUCTURE AT DECEMBER 31, 2014
as a percentage of subscribed capital

SHAREHOLDER STRUCTURE AT DECEMBER 31, 2014

Volkswagen AG’s subscribed capital amounted to €1,217,872,117.76 at the end of the reporting period. The shareholder structure of Volkswagen AG as of December 31, 2014 is shown in the chart on this page.

The distribution of voting rights was as follows at the reporting date: Porsche Automobil Holding SE, Stuttgart, held 50.73% of the voting rights. The second-largest shareholder was the State of Lower Saxony, which held 20.0% of the voting rights. Qatar Holding LLC was the third-largest shareholder, with 17.0%. The remaining 12.3% of the 295,089,818 ordinary shares were attributable to other shareholders.

Notifications of changes in voting rights in accordance with the Wertpapierhandelsgesetz (WpHG – German Securities Trading Act) are published on our website at www.volkswagenag.com/ir.

SUCCESSFUL HYBRID NOTE PLACEMENT AND CAPITAL INCREASE

In March 2014, the Volkswagen Group successfully placed dual-tranche hybrid notes with an aggregate principal amount of €3.0 billion via Volkswagen International Finance N.V. Both tranches are perpetual and increased the Group’s equity by the full amount, net of transaction costs.

On June 3, 2014, the Board of Management of Volkswagen AG resolved, with the consent of the Supervisory Board, to increase the Company’s capital by issuing new preferred shares from authorized capital against cash contributions, while disapplying shareholders’ preemptive rights. The implementation of the capital increase increased the share capital in accordance with the Articles of Association by a notional amount of approximately €26.8 million to approximately €1.2 billion. The placement price of the 10,471,204 new preferred shares was set at €191.00 per share, generating gross proceeds of €2.0 billion. The new shares carry full dividend rights retrospectively from January 1, 2014.

The hybrid notes and the capital increase served to partially refinance the voluntary tender offer made to Scania’s shareholders.

ANNUAL GENERAL MEETING

The 54th Annual General Meeting and the 12th Special Meeting of Preferred Shareholders of Volkswagen AG were held at the Hanover Exhibition Grounds on May 13, 2014. With 92.45% of the voting capital present, the ordinary shareholders of Volkswagen AG formally approved the actions of the Board of Management and the Supervisory Board and the modification and revision of intercompany agreements. They also elected PricewaterhouseCoopers AG Wirtschaftsprüfungsgesellschaft as the auditors for fiscal year 2014 and as the auditors to review the condensed financial statements and interim management report for the first six months of 2014.

The scheduled terms of office of Dr. Hans Michel Piëch and Dr. Ferdinand Oliver Porsche on the Supervisory Board of Volkswagen AG expired at the end of the Annual General Meeting. The Annual General Meeting elected them both to the Supervisory Board for a further full term of office as a shareholder representative. In addition, Mr. Ahmad Al-Sayed, who was previously appointed to the Supervisory Board by the court, was elected to the Supervisory Board for a full term of office.

The Annual General Meeting also resolved to distribute a dividend of €4.00 per ordinary share and €4.06 per preferred share for fiscal year 2013.