AGM Statement
11 Marzo 2010 - 8:00AM
UK Regulatory
TIDMVKW
RNS Number : 3909I
Volkswagen AG
11 March 2010
Invitation to the Special Meeting of Preferred Shareholders
We are pleased to invite our preferred shareholders to attend the Special
Meeting to be held at the Congress Center Hamburg, Marseiller Strasse 2, 20355
Hamburg, on Thursday, April 22, 2010 starting at 3.00 p.m. The start of this
Special Meeting of Preferred Shareholders may potentially be delayed, depending
on how long the Annual General Meeting that precedes it lasts.
Sole agenda item:
Approval of the resolution authorizing the Board of Management to issue bonds
with warrants and/or convertible bonds and to create contingent capital to grant
options and/or conversion rights to subscribe for non-voting preferred shares in
accordance with item 6 of the agenda for the Annual General Meeting on April 22,
2010
Total number of shares and voting rights
The total number of preferred shares of the Company at the time the Special
Meeting was convened amounts to 105,238,280. The total number of voting rights
in this meeting is therefore also 105,238,280.
Attendance at the Special Meeting and exercise of voting rights
Only preferred shareholders who have registered by no later than the end of
April 15, 2010 at the registration agent listed below in written form (section
126b of the Bürgerliches Gesetzbuch (BGB - German Civil Code)) in German or in
English are entitled to attend the Special Meeting and exercise voting rights.
Preferred shareholders must also provide evidence that they are entitled to
attend the Special Meeting of Preferred Shareholders and to exercise their
voting rights by the close of April 15, 2010. For this purpose, they must submit
evidence of their shareholding issued by the custodian bank in written form
(section 126b of the BGB) in German or in English to the registration agent
named below. The evidence must refer to the beginning of April 1, 2010 ("record
date").
Registration agent:
Volkswagen Aktiengesellschaft
c/o Commerzbank AG
GS-MO 2.5.1 AGM
60261 Frankfurt am Main, Germany
Fax: + 49 (0)69 / 136-26351
E-mail: ZTBM-HV-Eintrittskarten@commerzbank.com
The registration agent issues admission tickets entitling the holders to attend
the Special Meeting of Preferred Shareholders and to exercise preferred
shareholder rights there.
Exercise of voting rights by proxy and/or attendance
Voting rights and/or rights of attendance may also be exercised by a proxy, e.g.
a credit institution, a shareholders' association, or a third party, but not in
their own name. In this case, too, it is necessary for the shareholders
concerned - as described above - to register in time and in the proper manner
and to provide evidence of their shareholdings. To grant a proxy, the
shareholder must issue the representative, unless the latter is the
shareholder's legal representative, with a written proxy containing the name,
the place of residence and the number of shares and votes of the shareholder
represented. Proxies only apply to the next Special Meeting of Preferred
Shareholders. Shareholders will be sent proxy forms together with their
admission tickets. 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. Any revocation of a proxy must also be made in writing.
The different rules governing representation laid down in the Articles of
Association of Volkswagen Aktiengesellschaft on the date of publication of this
invitation are based on a now amended version of the law and are therefore no
longer applicable.
Electronic proxies and electronic revocations of proxies must be sent to the
Company at:
www.volkswagenag.com/ir/hv
Fax and SMS: +49 (0) 53 61 / 95 60 01 00
or by e-mail to: hvstelle@volkswagen.de
We offer our shareholders the opportunity to be represented at the Special
Meeting of Preferred Shareholders by a proxy designated by the Company who will
vote on their behalf in accordance with their voting instructions. Shareholders
who wish to take advantage of this opportunity require an admission ticket to
the Special Meeting of Preferred Shareholders. The form printed on this
admission ticket to appoint a proxy and issue voting instructions must be
completed, signed and sent in the original to the following address only:
Volkswagen Aktiengesellschaft
HV-Stelle
Brieffach 1848
38436 Wolfsburg
Germany
The completed and signed form issuing the proxy and the voting instructions to
the proxy designated by the Company must be received at this address by no later
than Friday, April 16, 2010.
Alternatively, you can also issue a proxy electronically to the proxy designated
by the Company. You will need an admission ticket to the General Meeting to be
able to do this.
Voting instructions issued to proxies designated by the Company may be amended
online at "www.volkswagenag.com/ir/hv" until the end of the plenary discussions
at the Special Meeting of Preferred Shareholders. To be able to do this, the
shareholders will need the data shown in the lower section of the admission
ticket. This section must be detached from the admission ticket and stored by
the shareholder in a safe place; in this case, only the upper section of the
admission ticket should be sent to Volkswagen Aktiengesellschaft. Additional
information on how to amend voting instructions online will be published on the
Internet at the address stated above.
The Special Meeting of Preferred Shareholders may be followed online by clicking
the corresponding link at "www.volkswagenag.com/ir/hv".
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 request that items be added to the agenda and published.
Each new item must be accompanied by the reasons for it or by a proposed
resolution. Requests must be submitted to the Company by March 22, 2010, 24:00
at the following address:
Volkswagen Aktiengesellschaft
HV-Stelle
Brieffach 1848
38436 Wolfsburg
Germany
Fax: + 49 (0) 53 61/ 95 60 01 00
or by e-mail to: hvstelle@volkswagen.de
Furthermore, the shareholders must prove that they have held the requisite
minimum number of shares for at least three months before the date of the
General Meeting, and that they will continue to do so until a decision is
reached on the motion. Confirmation to this effect from the shareholder's
custodian bank must be submitted as evidence.
Countermotions and proposals for elections in accordance with section 126(1) and
section 127 of the AktG
Countermotions and proposals for elections at the Special Meeting will be
published on the Internet at
www.volkswagenag.com/ir/hv
This depends on their having been received at the following address by no later
than April 7, 2010 24:00, together with evidence that the person filing the
motion is a shareholder.
Volkswagen Aktiengesellschaft
HV-Stelle
Brieffach 1848
38436 Wolfsburg
Germany
Fax: + 49 (0)53 61/ 95 60 01 00
or by e-mail to: hvstelle@volkswagen.de
Statements by the Management will also be published on the Internet at
"www.volkswagenag.com/ir/hv". Countermotions and proposals for elections must be
submitted in German. If they are also to be published in English, they must be
accompanied by a translation.
Right to information in accordance with section 131(1) of the AktG
At the Special Meeting of Preferred Shareholders, any preferred shareholder may
request information from the Board of Management on issues relating to the
Company, the legal and business relationship between the Company and affiliated
companies, and on the situation of the Group and the companies included in the
consolidated financial statements, to the extent that the information is
required for the due and proper assessment of an item on the agenda.
Note regarding our website
This invitation to the Special Meeting of Preferred Shareholders, the documents
to be made available, shareholder motions and additional information relating to
the meetings (including on shareholder rights) are available on the Internet at
www.volkswagenag.com/ir/hv.
The notice convening the Special Meeting of Preferred Shareholders was published
on March 11, 2010 in the electronic Bundesanzeiger.
Wolfsburg, March 2010
VOLKSWAGEN AKTIENGESELLSCHAFT
The Board of Management
This information is provided by RNS
The company news service from the London Stock Exchange
END
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