TIDMVKW
RNS Number : 9514Z
Volkswagen AG
14 March 2013
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 Deutsche
Messe AG Exhibition Grounds in 30521 Hanover, "Nord 2" entrance,
Halls 2 and 3, on Thursday, April 25, 2013 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,
2012, together with the report of the Supervisory Board on fiscal
year 2012 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 2012 of EUR3,199,807,885.60 be appropriated as follows:
a) EUR1,032,814,363.00 to pay a dividend of EUR3.50 per ordinary
share carrying dividend rights and
b) EUR605,708,289.68 to pay a dividend of EUR3.56 per preferred share carrying dividend rights,
and
c) EUR1,555,000,000.00 to be appropriated to other revenue reserves and
d) EUR6,285,232.92 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 2012
The Supervisory Board and the Board of Management recommend that
the actions of the members of the Board of Management in fiscal
year 2012 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 2012
The Supervisory Board and the Board of Management recommend that
the actions of the members of the Supervisory Board in fiscal year
2012 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 a member 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 member Dr. Wolfgang Porsche 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 Article 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 term of office of the above-mentioned
member of the Supervisory Board, one member is 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 member
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 2017.
The Annual General Meeting is not required to elect the proposed
candidates.
The Supervisory Board proposes that the Annual General Meeting
elect the following person to the Supervisory Board for a full term
of office:
Mr. Dr. rer. comm. Wolfgang Porsche
Salzburg, Austria
Chairman of the Supervisory Board of Porsche Automobil Holding
SE
Chairman of the Supervisory Board of Dr. Ing. h.c. F. Porsche
AG
6. Resolution on the approval of intercompany agreements
The Supervisory Board and the Board of Management propose to
approve
a) the conclusion of a control and profit and loss transfer
agreement between Volkswagen Aktiengesellschaft and Porsche Holding
Stuttgart GmbH, Stuttgart, dated March 1, 2013
and
b) the conclusion of a control and profit and loss transfer
agreement between Volkswagen Aktiengesellschaft and Porsche Erste
Vermögensverwaltung GmbH, Stuttgart, dated March 1, 2013
and
c) the conclusion of a control and profit and loss transfer
agreement between Volkswagen Aktiengesellschaft and Porsche Siebte
Vermögensverwaltung GmbH, Stuttgart, dated March 1, 2013.
Volkswagen Aktiengesellschaft is the sole shareholder of these
three companies. The agreements contain the following
provisions:
Section 1 Control
The controlled company subjects the management of its company to
the controlling company. The controlling company is thus authorized
to issue instructions to the management of the controlled
company.
Section 2 Profit transfer
(1) The controlled company is obliged to transfer its entire
profit to the controlling company within the meaning of section 3
of this agreement in conformity with the following paragraphs.
(2) The controlled company may transfer amounts from its net
income for the year to other reserves only with the controlling
company's consent. The controlling company agrees to consent to
this if and when permitted under commercial law and required by
prudent business judgment. Amounts appropriated to other reserves
established during the term of this agreement shall be released on
demand by the controlling company, if justified by prudent business
judgment, and used to offset a loss or be transferred as
profit.
(3) The transfer of income from the reversal of other reserves
established before the date on which this agreement took effect is
precluded.
(4) The provisions of sections 291 ff. of the AktG, especially
sections 300 no. 1 and 301 of the AktG, shall be observed.
Section 3 Calculation of profit
The profit and loss of the controlled company shall be
calculated in accordance with the provisions of commercial law,
especially the provisions governing restrictions on distribution,
and in compliance with the provisions applying to corporation tax
in each case.
Section 4 Absorption of losses
(1) In accordance with section 302 of the AktG, as amended, the
controlling company is obliged to absorb any net loss for the
period of the controlled company that arises during the term of the
agreement.
(2) The provisions of sections 291 ff. of the AktG, as amended,
shall be observed.
Section 5 Right to information
The controlling company is entitled to examine the accounts and
any other business documents of the controlled company at any time.
The controlled company's management undertakes to provide the
controlling company with any information requested regarding the
affairs of the controlled company at any time.
Section 6 Term and termination of the agreement
(1) This agreement will come into effect retroactively on its
entry in the controlled company's commercial register and is
effective from the beginning of the controlled company's current
fiscal year.
(2) The right to issue instructions in accordance with section 1
can only be exercised after the agreement has been entered in the
controlled company's commercial register.
(3) This agreement is concluded for an indefinite period. It may
only be terminated after the expiry of 10 years following the end
of the current fiscal year. It may subsequently be terminated with
effect from the end of the controlled company's fiscal year, giving
three months' notice. Notice of termination shall be given in
writing. Compliance with the notice period shall be determined on
the basis of the date of receipt of the written notice of
termination by the other party.
(4) If this agreement is terminated, the controlling company
shall provide security to the creditors of the controlled company
in accordance with section 303 of the AktG.
The control and profit and loss transfer agreements, the annual
financial statements and the management reports of the parties to
the agreement for the last three fiscal years, as well as the joint
reports by the Board of Management of Volkswagen Aktiengesellschaft
and the management of the dependent companies on the control and
profit transfer agreements in accordance with section 293a of the
AktG, will be available for inspection by shareholders at the
offices of the respective parties from the date on which the Annual
General Meeting is convened and can be downloaded from
http://www.volkswagenag.com/ir/agm. Copies of these documents will
also be on display during the Annual General Meeting of Volkswagen
Aktiengesellschaft.
7. Election of the auditors and Group auditors for fiscal year
2013 as well as of the auditors to review the condensed
consolidated financial statements and interim management report for
the first six months of 2013
The Supervisory Board, based on the recommendation by the Audit
Committee, proposes the election of PricewaterhouseCoopers
Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Hanover, as the
auditors for the single-entity and consolidated financial
statements for fiscal year 2013 and as the auditors to review the
condensed consolidated financial statements and interim management
report for the first six months of 2013.
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 465,237,989. 295,089,818 of
these were ordinary shares and 170,148,171 were nonvoting preferred
shares. The total number of voting rights is 295,089,818.
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 April 4, 2013 (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 18, 2013. 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 Bürgerliches 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 Computershare Operations Center
80249 Munich, Germany
Fax: +49-89-30903-74675
E-mail: anmeldestelle@computershare.de
As a rule, custodian banks perform the necessary registration
procedures on behalf of their customers and send the evidence of
shareholdings. Shareholders are asked to contact their custodian
bank and request an admission ticket to the Annual General
Meeting.
3. Procedure for voting by proxy
a) Authorizing a third party
Shareholders who do not attend the Annual General Meeting in
person may exercise their voting rights through a proxy, e.g. a
credit institution, a shareholders' association, or a third party,
but not in the proxy's 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. Proxies can be granted and revoked and instructions
issued on the Company's website at www.volkswagenag.com/ir/agm
using the data on the admission ticket (see point c).
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. 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 and instructions. The
completed and signed form in favor of the proxy designated by the
Company must be received at the following address by no later than
24:00 on Wednesday, April 24, 2013.
Volkswagen Aktiengesellschaft
c/o Computershare Operations Center
80249 Munich, Germany
Fax: +49-89-30903-74675
E-mail: anmeldestelle@computershare.de
Proxies can be granted and revoked and instructions issued on
the Company's website at www.volkswagenag.com/ir/agm using the data
on the admission ticket (see point c).
c) Additional information about granting proxies and issuing
instructions online
Shareholders can also electronically authorize a third party or
the proxies designated by the Company to exercise their shareholder
rights before and during the Annual General Meeting until the end
of the plenary discussions. They can also revoke such authorization
and/or issue or amend instructions. Shareholders can access this
online proxy system using the data on their admission ticket on the
Company's website at www.volkswagenag.com/ir/agm under "Proxy
Voting".
d) Additional information about granting proxies and issuing
instructions by text message, e-mail, or fax
In addition, proxies and revocations of proxies can be sent to
the Company at:
Fax and text messages: +49-5361-95600100
and by e-mail to: hvstelle@volkswagen.de.
4. Broadcast of the Annual General Meeting on the Internet
On the instructions of the Chair of the Annual General Meeting,
all shareholders of Volkswagen Aktiengesellschaft and any
interested members of the public can follow the Annual General
Meeting live on the Company's website at
www.volkswagenag.com/ir/agm on April 25, 2013 starting at
10:00.
5. Shareholders' rights in accordance with sections 122(2),
126(1), 127 and 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 25, 2013, 24:00 at the following
address:
Volkswagen Aktiengesellschaft
HV-Stelle
Brieffach 1848
38436 Wolfsburg, Germany
Fax: +49-5361-95600100
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 sections 126(1) and 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 10, 2013:
Volkswagen Aktiengesellschaft
HV-Stelle
Brieffach 1848
38436 Wolfsburg, Germany
Fax: +49-5361-95600100
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 Company's website without delay at
www.volkswagenag.com/ir/agm.
Any statements by the Management will also be published at the
website shown 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 Company's website at
www.volkswagenag.com/ir/agm.
The notice convening the Annual General Meeting was published in
the electronic Bundesanzeiger on March 14, 2013.
VOLKSWAGEN AKTIENGESELLSCHAFT
The Board of Management
Wolfsburg, March 2013
Chairman of the Supervisory Board:
Hon.-Prof. Dr. techn. h.c. Dipl.-Ing. ETH Ferdinand K. Piëch
The Board of Management:
Prof. Dr. Dr. h.c. mult. Martin Winterkorn
Dr. rer. pol. h.c. Francisco Javier Garcia Sanz
Prof. Dr. rer. pol. Dr.-Ing. E.h. Jochem Heizmann
Christian Klingler
Dr.-Ing. E.h. Michael Macht
Prof. Dr. rer. pol. Horst Neumann
Dr. h.c. Leif Östling
Hans Dieter Pötsch
Prof. Rupert Stadler
Domiciled in: Wolfsburg, Germany
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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