Shareholder structure


SHAREHOLDER STRUCTURE AT DECEMBER 31, 2009
as a percentage of subscribed capital
Shareholder structure at December 31, 2009 (bar chart)

The shareholder structure of Volkswagen AG as of December 31, 2009, is shown in the chart above.

At the end of 2009, Porsche Automobil Holding SE, Stuttgart, held 50.74% of the voting rights. The second-largest shareholder was the State of Lower Saxony, which held 20.01% of the voting rights.

On August 17, 2009, Qatar Holding LLC (directly and indirectly) held financial instruments conveying the right to acquire shares of Volkswagen AG representing 17.0% of the voting rights. Qatar Holding LLC and other indirect subsidiaries gradually exercised all these financial instruments. Their cumulative share of voting rights thus increased to 17.0% at December 18, 2009.

On August 17, 2009, the Credit Suisse Group held financial instruments conveying the right to purchase shares of Volkswagen AG representing 17.35% of the voting rights, as well as a share of the voting rights of approximately 0.27%. These percentages fell on August 21, 2009 to 13.40% of the voting rights and 0.26% of the voting rights respectively. After further changes in the course of the year, the Credit Suisse Group notified us on December 18, 2009 that 2.49% of the voting rights of Volkswagen AG were attributable to it.

Porsche Holding GmbH, Salzburg, held 2.37% of the ordinary shares at the balance sheet date.

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

CONVERSION OF STOCK OPTIONS

In 2009, our employees again took advantage of the attractive opportunity to convert previously subscribed bonds into ordinary shares. Some 1,700 employees exercised their conversion rights under the subscribed bonds in the sixth, seventh and eighth tranches of the stock option plan. This resulted in the creation of 85,190 new ordinary shares, or €0.2 million of subscribed capital. Further details of our stock option plan can be found in the Notes to the Volkswagen Consolidated Financial Statements.

ANNUAL DOCUMENT IN ACCORDANCE WITH SECTION 10 OF THE WPPG

The Annual Document containing a list of the publications from fiscal year 2009 (and thereafter) in accordance with section 10(1) of the Wertpapierprospektgesetz (WpPG - German Securities Prospectus Act) can be accessed at www.volkswagenag.com/ir. If it is not possible to access the document, a document in paper form can be requested.

ANNUAL GENERAL MEETING

On April 23, 2009, Volkswagen AG’s 49th Annual General Meeting and the 8th Special Meeting of Preferred Shareholders took place at the Congress Center Hamburg. With 75.98% of the ordinary share capital present, the shareholders formally approved, among other things, the actions of the Board of Management and the Supervisory Board, the authorization to issue new shares (including the creation of authorized capital), the authorization to issue bonds with warrants and/or convertible bonds (including the creation of contingent capital) and the authorization to purchase and utilize own shares.

A Special Meeting of Preferred Shareholders was subsequently held, with 17.22% of the voting capital present. The above-mentioned authorizing resolutions by the Annual General Meeting to issue new shares (authorized capital) and to issue bonds with warrants and/or convertible bonds (contingent capital) were proposed to the meeting for approval. However, the qualified majority required for approval was not achieved. The results of the votes of the meetings can be accessed on the Internet at www.volkswagenag.com/ir.

Following a related action for disclosure, the “Verbraucherzentrale für Kapitalanleger e.V” (VzfK – German Protection Agency for Investors), Berlin, filed an action for avoidance of the resolutions adopted by the Annual General Meeting on April 23, 2009 regarding formal approval of the actions of the members of the Board of Management and the Supervisory Board in fiscal year 2008. The grounds given for both actions are mainly that questions put by the plaintiff’s representative at the Annual General Meeting were not answered to the necessary extent.

Further details on the action for avoidance can be found in the appropriate publication in the electronic Bundesanzeiger (Federal Gazette) of June 17, 2009, as well as on our website at www.volkswagenag.com/ir.

EXTRAORDINARY GENERAL MEETING

On December 3, 2009, an Extraordinary General Meeting of Volkswagen AG took place at Hamburg Messe. 90.48% of the share capital was present. With a majority of 98.73% of the votes cast, the shareholders approved the creation of the authorized capital proposed by the Board of Management and Supervisory Board for the issue of up to 135 million non-voting preferred shares (including the corresponding amendment to the Articles of Association). The shareholders also approved management’s other proposals with majorities of between 98.68% and 99.94%. They included the creation of two rights of appointment to the Supervisory Board of Volkswagen AG for the State of Lower Saxony (including corresponding amendments to the Articles of Association), maintaining the qualified majority at the Annual General Meeting at over 80% (including corresponding amendments to the Articles of Association), the election of Dr. Hans Michel Piëch and Dr. Ferdinand Oliver Porsche as members of the Supervisory Board and amendments to the Articles of Association to reflect the Gesetz zur Umsetzung der Aktionärsrechterichtlinie (ARUG – German Act Implementing the Shareholder Rights Directive). The results of the votes of the meetings can be accessed on the Internet at www.volkswagenag.com/ir.

Knightsbridge Vermögensverwaltungs- und Beteiligungs GmbH, Munich, has filed an action for avoidance and annulment of all resolutions. CIA Consulting Investment Asset Management GmbH, Hamburg, CDHL-Vermögensverwaltungsgesellschaft mbH, Hamburg, VC-Services GmbH, Hamburg, and Edmund Zimmermann GmbH, Geesthacht, have filed actions for avoidance and annulment of the creation of authorized capital (agenda item 1), the creation of rights of appointment (agenda item 2), and the arrangements governing qualified majorities at the General Meeting (agenda item 3).

Further details on the action for avoidance can be found in the appropriate publication in the electronic Bundesanzeiger (Federal Gazette) of January 28, 2010, as well as on our website at www.volkswagenag.com/ir.

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