Shareholder structure

SHAREHOLDER STRUCTURE AT DECEMBER 31, 2013
as a percentage of subscribed capital

SHAREHOLDER STRUCTURE AT DECEMBER 31, 2013

The shareholder structure of Volkswagen AG as of December 31, 2013 is shown in the chart on this page. Volkswagen AG’s subscribed capital amounted to €1,191,009,251.84 at the end of the reporting period.

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.

MANDATORY CONVERTIBLE NOTE AND HYBRID NOTES

In June 2013, Volkswagen successfully placed another €1.2 billion mandatory convertible note to supplement the mandatory convertible note issued in November 2012 entitling and obliging the holders to subscribe for Volkswagen preferred shares. This note is backed by a subordinated guarantee from Volkswagen AG and was issued by Volkswagen International Finance N.V. The preemptive rights of existing shareholders were disapplied.

In August 2013, the Volkswagen Group also placed dual-tranche hybrid notes with an aggregate principal amount of €2.0 billion via Volkswagen International Finance N.V. Both tranches are perpetual and increased equity by the full amount, net of transaction costs. Volkswagen strengthened its capitalization by increasing the principal amount of the mandatory convertible note and issuing the hybrid notes. This was an important step, especially with a view to the implementation of the strategic growth and investment program and in light of the persistently challenging environment.

ANNUAL GENERAL MEETING

The 53rd Annual General Meeting of Volkswagen AG was held at the Hanover Exhibition Grounds on April 25, 2013. With 91.96% 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 conclusion of intercompany agreements.

The scheduled term of office of Dr. Wolfgang Porsche as a member of Volkswagen AG’s Supervisory Board expired at the end of the Annual General Meeting. The Annual General Meeting elected him to the Supervisory Board once more for a further full term of office as a shareholder representative. The Annual General Meeting also resolved to distribute a dividend of €3.50 per ordinary share and €3.56 per preferred share for fiscal year 2012.