TIDMVKW
RNS Number : 9580Y
Volkswagen AG
12 March 2012
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 19, 2012
starting at 03.00 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 create authorized capital and the corresponding amendment to the
Articles of Association in accordance with item 6 of the agenda for
the Annual General Meeting on April 19, 2012
The Supervisory Board and the Board of Management have proposed
to the Annual General Meeting on April 19, 2012 in accordance with
item 6 of the agenda, "Resolution on the creation of authorized
capital and the corresponding amendment to the Articles of
Association":
a) that the authorization granted in the Annual General Meeting
on May 3, 2011 under agenda item 6 and the existing authorized
capital in Article 4(5) of the Articles of Association be canceled
effective as of the time when the new authorized capital defined
under b) and c) below is entered.
b) to authorize the Board of Management, with the consent of the
Supervisory Board, to increase the share capital in the period up
to April 18, 2017 by issuing new ordinary bearer shares and/or new
non-voting preferred bearer shares on one or several occasions
against cash contributions and/or noncash contributions by up to a
total of EUR110,000,000. The shareholders have preemptive rights to
the new shares. However, the Board of Management is authorized,
with the consent of the Supervisory Board, to disapply
shareholders' preemptive rights to the extent necessary to avoid
any fractions that would otherwise arise, in order to issue the new
ordinary shares against noncash contributions, to grant holders of
warrants and convertible bonds preemptive rights to new shares in
the amount to which they would be entitled following the exercise
of their options or conversion rights, and/or if the issue price of
the new shares in the case of capital increases against cash
contributions is not materially lower than the quoted market price
of existing listed shares, and if the total issued shares do not
exceed 10% of share capital either at the time when this
authorization becomes effective or at the time when it is
exercised. This limit should also include any shares that are sold,
issued, or due to be issued during the authorization period up
until the time when this authorization is exercised directly or in
corresponding application of section 186(3) sentence 4 of the AktG,
under disapplication of preemptive rights. The Board of Management
shall decide, with the consent of the Supervisory Board, on the
further details of the rights attaching to the shares and the
conditions applicable to the issuance of the shares.
c) to replace the current wording of Article 4(5) of the Articles of Association of Volkswagen Aktiengesellschaft with the following new wording:
"The Board of Management is authorized, with the consent of the
Supervisory Board, to increase the share capital in the period up
to April 18, 2017 by issuing new ordinary bearer shares and/or new
non-voting preferred bearer shares on one or several occasions
against cash contributions and/or noncash contributions by up to a
total of EUR110,000,000. The shareholders have preemptive rights to
the new shares. However, the Board of Management is authorized,
with the consent of the Supervisory Board, to disapply
shareholders' preemptive rights to the extent necessary to avoid
any fractions that would otherwise arise, in order to issue the new
ordinary shares against noncash contributions, to grant holders of
warrants and convertible bonds preemptive rights to new shares in
the amount to which they would be entitled following the exercise
of their options or conversion rights, and/or if the issue price of
the new shares in the case of capital increases against cash
contributions is not materially lower than the quoted market price
of existing listed shares, and if the total issued shares do not
exceed 10% of share capital either at the time when this
authorization becomes effective or at the time when it is
exercised. This limit shall also include any shares that are sold,
issued, or due to be issued during the authorization period up
until the time when this authorization is exercised directly or in
corresponding application of section 186(3) sentence 4 of the AktG,
under disapplication of preemptive rights. The Board of Management
shall decide, with the consent of the Supervisory Board, on the
further details of the rights attaching to the shares and the
conditions applicable to the issuance of the shares."
d) to authorize the Supervisory Board to amend Article 4(5) of
the Articles of Association of Volkswagen Aktiengesellschaft to
reflect any utilization of authorized capital or following
expiration of the authorization period.
In accordance with section 203(2) sentence 2 in conjunction with
section 186(4) sentence 2 of the Aktiengesetz (AktG - German Stock
Corporation Act), the Board of Management submitted the following
report in relation to item 6 of the agenda for the Annual General
Meeting:
The authorized capital previously contained in section 4(5) of
the Articles of Association of Volkswagen Aktiengesellschaft only
authorizes disapplication of shareholders' preemptive rights when
issuing ordinary shares. In recent years, however, preferred shares
have been increasingly accepted by the Company's investors. In
2010, for example, a capital increase was implemented by issuing
approximately 65 million shares, all of which were preferred
shares. Preferred shares are far more liquid and are included in
the DAX. Furthermore, the price of Volkswagen's preferred shares
now exceeds the price of its ordinary shares. This being the case,
it may be advisable over the next few years to support the growth
of the Volkswagen Group by issuing ordinary and/or preferred
shares, including with shareholders' preemptive rights disapplied.
Volkswagen Aktiengesellschaft operates in a globally competitive
environment. It must be in a position at all times to act quickly
and flexibly in the international and regional markets in the
interests of its shareholders. This includes acquiring companies
and interests in companies to improve its competitive position.
Recent developments in the global economy illustrate clearly
that ever larger entities are involved in mergers and acquisitions.
In many cases, the consideration that has to be paid is very high.
In other cases, the seller of equity interests is particularly
interested in acquiring shares of the purchaser or of an affiliated
company of the purchaser within the meaning of section 15 of the
AktG (German Stock Corporation Act) as consideration for the sale
of its equity interest. For this reason, the consideration in such
cases is paid in whole or in part in shares of the acquiring
company. This requires an option to disapply shareholders'
preemptive rights when issuing ordinary shares and/or non-voting
preferred shares.
Capital increases by way of resolutions by the Annual General
Meeting are not possible at short notice when such potential
acquisitions arise, or would not ensure the flexibility needed for
acquisitions or for purchases of equity interests.
The authorization being proposed here is therefore designed to
give the Volkswagen Group the flexibility it needs to exploit
opportunities that arise to acquire companies or interests in
companies quickly and flexibly. The Board of Management therefore
believes that it is necessary to create corresponding authorized
capital that gives the Board of Management, following the prior
consent of the Supervisory Board, the ability to issue ordinary
shares against cash and/or noncash contributions.
The Board of Management is also to be authorized to disapply
shareholders' preemptive rights when issuing ordinary and/or
preferred shares in cases where the stipulated subscription ratio
gives rise to fractions; such fractions result from the amount of
the issue volume in question and the elaboration of a practicable
subscription ratio. Disapplying shareholders' preemptive rights in
such cases allows a round, manageable subscription ratio and the
settlement of fractions. Fractions will be settled at best, but at
least at the subscription price.
The disapplication of preemptive rights in favor of holders of
options and conversion rights when issuing ordinary and/or
preferred shares replaces the reduction of the option or conversion
price using the antidilutive formula.
Finally, it should be possible to disapply subscription rights
in the event of capital increases against cash contributions in
accordance with section 186(3) sentence 4 of the AktG if the new
shares are issued at a price that is not materially lower than the
quoted market price. This is designed to give the Board of
Management the necessary flexibility to take advantage of favorable
stock market conditions at short notice and, by determining the
conditions in accordance with prevailing market terms, to set as
high an issue price as possible, thus strengthening the Company's
equity to a maximum extent. In the event that the authorization is
exercised, the Board of Management will limit discounts of the
issue price to the quoted market price to an expected maximum of
3%, but in all cases no more than 5%. The total shares issued with
shareholders' preemptive rights disapplied in accordance with
section 186(3) sentence 4 of the AktG may not exceed 10% of the
share capital either at the time when the authorization becomes
effective or when it is exercised. This limit will also include the
sale of treasury shares, insofar as it happens during the
authorization period with preemptive rights disapplied in
accordance with section 71(1) no. 8 sentence 5 and section
186(3)
sentence 4 of the AktG. This limit will also include those
shares that are or that will be issued to settle bonds with
conversion rights or options and/or conversion obligations,
provided that the bonds are issued during the authorization period
with preemptive rights disapplied by corresponding application of
section 186(3) sentence 4 of the AktG. These requirement will meet
the shareholders' need for protection against the dilution of their
holdings, in line with the starting provisions. Since the issue
price for the new shares is close to the quoted market price and
the volume of the capital increase without preemptive rights is
limited, it is generally possible for shareholders to preserve
their percentage interest by acquiring the necessary shares at
largely similar conditions via the stock market. This ensures that,
in keeping with the provisions of section 186(3) sentence 4 of the
AktG, the pecuniary and voting right interests of shareholders are
safeguarded when authorized capital is utilized with preemptive
rights disapplied, while the Company is given additional
flexibility in the interests of all shareholders.
The Supervisory Board and the Board of Management propose
to the preferred shareholders that they approve the resolution
proposed by the Supervisory Board and the Board of Management to
the Annual General Meeting on April 19, 2012 on item 6 of the
agenda, "Resolution on the creation of authorized capital and the
corresponding amendment to the Articles of Association".
Additional information for the Notice convening the Special
Meeting of Preferred Shareholders
1. Total number of shares and voting rights
The total number of preferred shares of the Company at the time
the Special Meeting of Preferred Shareholders was convened amounts
to 170,142,778; the resulting total number of voting rights in this
Meeting is also 170,142,778.
2. Conditions for attending the Special Meeting of Preferred
Shareholders and exercising voting rights
Only persons who are preferred shareholders of the Company and
who have registered by the beginning of the 21st day before the
Special Meeting of Preferred Shareholders, i.e. by 00:00 on March
29, 2012 (record date), are entitled to attend the Special Meeting
of Preferred Shareholders 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 12, 2012. 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 Burgerliches Gesetzbuch (BGB - German Civil Code).
Registration agent:
Volkswagen Aktiengesellschaft
c/o Commerzbank AG
GS-MO 4.1.1 General Meetings
60261 Frankfurt am Main, Germany
Fax: + 49 (0) 69 / 136-26351
E-mail: hv-eintrittskarten@commerzbank.com
As a rule, custodian banks perform the necessary registration
procedures on behalf of their customers and send the evidence of
shareholdings. The registration agent issues admission tickets
entitling the holders to attend the Special Meeting of Preferred
Shareholders and to exercise voting rights there.
3. Procedure for voting by proxy
a) Authorizing a third party
Shareholders who do not wish to attend the Special Meeting of
Preferred Shareholders in person may exercise their voting rights
by a proxy, e.g. a credit institution, a shareholders' association,
or a third party, but not in their 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.
The proxy only applies to the next Special Meeting of Preferred
Shareholders 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 Meeting, to
file objections against 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 Special Meeting of Preferred
Shareholders. The completed and signed form issuing the proxy and
the voting instructions to the proxy designated by the Company must
be received at the following address by no later than Tuesday,
April 17, 2012:
Volkswagen Aktiengesellschaft
HV-Stelle
Brieffach 1848
38436 Wolfsburg, Germany
Electronic proxies and electronic revocations of proxies must be
sent to the Company at:
Fax and SMS: +49 (0) 53 61 / 95600100
or by e-mail to: hvstelle@volkswagen.de
Proxies and instructions can also be issued via the Company's
online proxy system before and during the Special Meeting of
Preferred Shareholders until the end of the plenary discussions.
Shareholders can access this online proxy system at
www.volkswagenag.com/ir/hv using the data on their admission
ticket.
4. Broadcasting the Special Meeting of Preferred Shareholders on
the Internet
All shareholders of Volkswagen Aktiengesellschaft and any
interested members of the public can follow the Special Meeting of
Preferred Shareholders on the Internet at
www.volkswagenag.com/ir/hv.
5. Shareholders' rights in accordance with section 138, section
122(2), section 126(1) and section 131(1) of the Aktiengesetz (AktG
- German Stock Corporation Act)
a) Motions for additions to the agenda in accordance with
section 138 and section 122(2) of the AktG
Shareholders whose preferred 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 19, 2012, 24:00 at the following
address:
Volkswagen Aktiengesellschaft
HV-Stelle
Brieffach 1848
38436 Wolfsburg, Germany
Fax: +49 (0) 53 61 / 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 by shareholders in accordance with section 138 and
section 126(1) 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, 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 4, 2012:
Volkswagen Aktiengesellschaft
HV-Stelle
Brieffach 1848
38436 Wolfsburg, Germany
Fax: +49 (0) 53 61 / 95600100
or by e-mail to: hvstelle@volkswagen.de
Countermotions must be submitted in German. If they are also to
be published in English, they must be accompanied by an English
translation.
Countermotions will be published on the Internet without delay
at www.volkswagenag.com/ir/hv.
Any statements by the Management will also be published at the
Internet address given above.
c) Right to information in accordance with section 138 and
section 131(1) of the AktG
Any preferred shareholder who requests information on Company
matters from the Board of Management at the Special Meeting of
Preferred Shareholders 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 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 12, 2012 in the electronic
Bundesanzeiger.
VOLKSWAGEN AKTIENGESELLSCHAFT
The Board of Management
Wolfsburg, March 2012
Chairman of the Supervisory Board:
Hon.-Prof. Dr. techn. h.c. Dipl.-Ing. ETH Ferdinand K. Piech
The Board of Management:
Prof. Dr. rer. nat. Dr.-Ing. E. h. Martin Winterkorn
Dr. rer. pol. h.c. Francisco Javier Garcia Sanz
Prof. Dr. rer. pol. Jochem Heizmann
Christian Klingler
Dr.-Ing. E. h. Michael Macht
Prof. Dr. rer. pol. Horst Neumann
Hans Dieter Potsch
Rupert Stadler
Domiciled in: Wolfsburg
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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