The subscribed capital of Volkswagen AG is composed of no-par value bearer shares with a notional value of €2.56. As well as ordinary shares, there are preferred shares that entitle the bearer to a €0.06 higher dividend than ordinary shares, but do not carry voting rights.

The subscribed capital is composed of 295,089,818 no-par value ordinary shares and 170,142,778 preferred shares. Volkswagen AG issued one ordinary share in connection with the contribution of Porsche SE’s holding company operating business to Volkswagen AG in the course of a capital increase with a mixed noncash contribution (for further information, see the disclosures on the basis of consolidation).

Authorized capital of up to €110 million, expiring on April 18, 2017, was approved for the issue of new ordinary bearer shares or preferred shares based on the resolution by the Annual General Meeting on April 19, 2012.

Following the capital increase implemented in fiscal year 2010, there is still authorized capital of up to €179.4 million, resolved by the Extraordinary General Meeting on December 3, 2009 and expiring on December 2, 2014, to issue up to 70,095,502 new no-par value preferred bearer shares.

The Annual General Meeting on April 22, 2010 resolved to create contingent capital in the amount of up to €102.4 million expiring on April 21, 2015 that can be used to issue up to €5 billion in bonds with warrants and/or convertible bonds.

This authorization was exercised in the reporting period to issue a €2.5 billion mandatory convertible note to subscribe for preferred shares. The preemptive rights of existing shareholders were disapplied. The convertible note bears a coupon of 5.50% and matures on November 9, 2015. The minimum conversion price was set at €154.50, and the maximum conversion price is €185.40. The conversion price will be adjusted if certain events occur. The convertible note will be settled by issuing new preferred shares no later than at maturity. Based on the conversion prices given above, the mandatory convertible note entitles the holders of the convertible note to subscribe for a maximum of 16,181,229 and a minimum of 13,484,358 no-par value preferred shares of Volkswagen AG. There was no conversion in the reporting period. Volkswagen can convert the mandatory convertible note at any time at the minimum conversion price. Because of the fixed conversion ratio, the mandatory convertible note is recognized, net of transaction costs (€54 million) and the deferral of taxes (€133 million), in the capital reserves at an amount of €2,181 million and in the financial liabilities at an amount of €397 million.

  Download

CHANGE IN ORDINARY AND PREFERRED SHARES AND SUBSCRIBED CAPITAL

 

 

Shares

 

 

 

2012

 

2011

 

2012

 

2011

Balance at January 1

 

465,232,595

 

465,188,345

 

1,190,995,443

 

1,190,882,163

Capital increase

 

1

 

 

3

 

Stock option plan

 

 

44,250

 

 

113,280

Balance at December 31

 

465,232,596

 

465,232,595

 

1,190,995,446

 

1,190,995,443

The capital reserves comprise the share premium totaling €11,183 million (previous year: €9,087 million net of transaction costs of €84 million) from capital increases, the share premium of €219 million from the issuance of bonds with warrants and an amount of €107 million appropriated on the basis of the capital reduction implemented in 2006. The capital reserves increased by €2,181 million in the reporting period due to the issuance of the mandatory convertible note. No amounts were withdrawn from the capital reserves.

DIVIDEND PROPOSAL

In accordance with section 58(2) of the Aktiengesetz (AktG – German Stock Corporation Act), the dividend payment by Volkswagen AG is based on the net retained profits reported in the annual financial statements of Volkswagen AG. Based on the annual financial statements of Volkswagen AG, net retained profits of €3,200 million are eligible for distribution. The Board of Management and Supervisory Board will propose to the Annual General Meeting that a total dividend of €1,639 million, i.e. €3.50 per ordinary share and €3.56 per preferred share, be paid from the net retained profits. Shareholders are not entitled to a dividend payment until it has been resolved by the Annual General Meeting.

A dividend of €3.00 per ordinary share and €3.06 per preferred share was distributed in fiscal year 2012.

NONCONTROLLING INTERESTS

The noncontrolling interests in equity are attributable primarily to shareholders of MAN SE and Scania AB.

top
nextprevious
Compare Key Figures
Create your personal
overview of important
key figures.