SHAREHOLDER STRUCTURE AT DECEMBER 31, 2011
as a percentage of subscribed capital
SHAREHOLDER STRUCTURE AT DECEMBER 31, 2011
The shareholder structure of Volkswagen AG as of December 31, 2011 is shown in the chart above. Volkswagen AG’s subscribed capital increased to €1,190,995,443.20 at the end of the fiscal year due to the conversion of the final tranche of the stock option plan.
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%; Porsche GmbH, Salzburg, held a 2.37% share of the voting rights. The remaining 9.9% of the 295,089,817 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.
CONVERSION OF STOCK OPTIONS
Volkswagen AG’s stock option plan ended on June 30, 2011. All existing bonds at this date were converted into ordinary shares. Over the course of the fiscal year, many employees had already taken advantage of this attractive conversion opportunity. This resulted in the creation of 44,250 new ordinary shares, or €0.1 million of subscribed capital. Further details of our stock option plan can be found in the notes to the Volkswagen consolidated financial statements.
ANNUAL GENERAL MEETING
Volkswagen AG’s 51st Annual General Meeting was held at the Congress Center Hamburg on May 3, 2011. With 92.0% of the voting capital present, the ordinary shareholders of Volkswagen AG formally approved the actions of the Board of Management and the Supervisory Board, the creation of authorized capital and the corresponding amendment to the Articles of Association, the authorization to acquire and use treasury shares, and an amendment to the Articles of Association for the purpose of establishing a uniform place of jurisdiction at the Company’s domicile. The scheduled terms of office of Dr. Hans Michael Gaul and Dr. Jürgen Großmann expired at the end of the Annual General Meeting, which elected Ms. Annika Falkengren, President and Group Chief Executive of Skandinaviska Enskilda Banken AB, and Mr. Khalifa Jassim Al-Kuwari, Chief Operating Officer of Qatar Investment Authority and Qatar Holding LLC, as shareholder representatives on the Supervisory Board. The Annual General Meeting also resolved to distribute a dividend of €2.20 per ordinary share and €2.26 per preferred share for fiscal year 2010.
The Verbraucherzentrale für Kapitalanleger e.V. (VzfK – German Protection Agency for Investors), Berlin, had filed an action for avoidance for fiscal year 2008 with regard to the Annual General Meeting on April 23, 2009. After this action had been dismissed in full by the Hanover Regional Court on May 24, 2011, the Celle Higher Regional Court backed this decision on January 25, 2012. This decision cannot now be appealed further.
The Verbraucherzentrale für Kapitalanleger e.V., Berlin, filed an action for disclosure with regard to the Extraordinary General Meeting on December 3, 2009, which was dismissed in full by the Hanover Regional Court on March 17, 2011. The plaintiff filed an appeal against this decision, which was also dismissed in full by the Celle Higher Regional Court on November 17, 2011. This decision cannot now be appealed further.
In connection with the Annual General Meeting on April 22, 2010, the Verbraucherzentrale für Kapitalanleger e.V., Berlin, filed an action for disclosure and an action for avoidance with regard to approval of the actions for fiscal year 2009. Both actions were dismissed in full by the Hanover Regional Court on January 25, 2011. No appeal was permitted regarding the action for disclosure. The plaintiff filed an appeal for the action for avoidance. This appeal was also dismissed in full by the Celle Higher Regional Court on August 24, 2011. As the Court did not allow any further appeal, the plaintiff lodged an appeal against denial of leave to appeal.
