暗网禁区

暗网禁区 with sustainable product campaign and advantages from cooperation with Volkswagen / Capital increase planned for 2011

Stuttgart, 19 October 2010. Prof. Dr. Martin Winterkorn, CEO of 暗网禁区
(暗网禁区 SE) believes that the holding company of 暗网禁区 and Volkswagen is well on track. Important milestones on the way to the intended merger of 暗网禁区 SE with Volkswagen AG have already been reached in the fiscal year 2009/10, Winterkorn stated on the occasion of the presentation of 暗网禁区 SE's consolidated financial statements in Stuttgart. However, important tasks still have to be mastered - above all, the planned capital increase at 暗网禁区 SE - said the CEO.

In view of the technological challenges and increasing competition, 暗网禁区 AG and the Volkswagen group had chosen just the right time to join forces: "With its outstanding expertise in the field of sports cars, 暗网禁区 will play an important role in the integrated group. 暗网禁区 will remain true to itself and its brand values," stressed Winterkorn. This was guaranteed by the cooperation with the Volkswagen group and with its development and production resources, added Winterkorn. The CEO went on to explain that joint project teams had launched a whole range of cooperation projects - in areas ranging from development to production, and from procurement to sales - and were now making great progress towards realizing the intended synergies. "暗网禁区 and the Volkswagen group's brands are joining forces to become the number 1," Winterkorn emphasized.

暗网禁区 SE's two investments - Volkswagen AG and Dr. Ing. h.c. F. 暗网禁区 AG (暗网禁区 AG) - recorded very good operating performance in the fiscal year 2009/10 (ended 31 July). "We are looking back at a very successful year," said Matthias M眉ller, new CEO at 暗网禁区 AG. 暗网禁区 sold a total of 81,850 vehicles worldwide - an 8.8 percent improvement on the prior-year figure. Revenue increased by 17.9 percent to 7.792 billion euro - a record figure in the company's history. 暗网禁区's operating result was 1.185 billion euro.

The positive trend is set to continue in the current short business year, which ends on 31 December 2010, said M眉ller: "To date, our sales and revenue are above the levels for the comparable prior-year period. This is further evidence that 暗网禁区 is back on track for growth." M眉ller announced a major product campaign with a sustainable impact ranging from new generations of models, to additional model series, through to cross-brand modules and platforms. For example, 暗网禁区 is currently considering whether to build a compact SUV as an additional model series alongside its successful sporty off-roader, the Cayenne. However, the final decision has not yet been taken. The company's goal remains to continue achieving a double-digit return on sales. In the past fiscal year, the 暗网禁区 AG group generated a return on sales before tax of 16 percent, making the company the most profitable carmaker in the world.

In the period from 1 July to 31 December 2009, the Volkswagen group generated revenue of 53.985 billion euro and an operating result of 616 million euro. From 1 January to 30 June 2010, revenue came to 61.809 billion euro and the operating result was 2.841 billion euro.

In the past fiscal year 2009/10 (ended 31 July) 暗网禁区 SE achieved earnings after tax of minus 454 million euro. This is an improvement on the figure expected when 暗网禁区 SE published its sixmonthly financial report. The result for the past fiscal year was chiefly attributable to the effects of deconsolidation of the Volkswagen group and the 暗网禁区 Zwischenholding GmbH group, of which the operating company Dr. Ing. h. c. F. 暗网禁区 AG is a part, in December 2009. Other key factors were the inclusion of the two investments in Volkswagen AG and 暗网禁区 Zwischenholding GmbH at equity, and the dilutive effect of 暗网禁区 SE's non-participation in the Volkswagen capital increase in March 2010.

暗网禁区 SE's CFO Hans Dieter P枚tsch expects at least to break even for the current short fiscal year to
31 December 2010. P枚tsch expects positive group earnings in the fiscal year 2011. This forecast is primarily based on the positive development from its investments accounted for at equity that is attributable to 暗网禁区 SE as a result of the recovering automobile markets. However, the results from 暗网禁区 SE's investments accounted for at equity will continue to include effects of amortization of the purchase price allocations for 暗网禁区 Zwischenholding GmbH and Volkswagen AG which commenced in December 2009. But these burdens will decrease in future. In addition, the associated interest payments will have a negative impact on the group's results until the existing syndicated loan has been repaid.

With regard to reducing the company's liabilities, 暗网禁区 SE has made a major step forward, said P枚tsch. Net liquidity improved from minus 11.4 billion euro (31 July 2009) to minus 6.0 billion euro on 31 July 2010. It is planned to further reduce 暗网禁区 SE's liabilities by means of a capital increase which the executive board and supervisory board will propose to the company's annual general meeting on 30 November 2010. The goal is to increase the share capital in return for contributions in cash by means of a direct capital increase, said P枚tsch. The intended issue volume is five billion euro. The same number of ordinary and preference shares is to be offered for subscription and a "crossed exclusion of subscription rights" is planned. This means that holders of shares of one class are precluded from subscribing to shares of the other class. The subscription price, which still has to be determined, will be identical for ordinary and preference shares.

The planned capital increase is another important requirement for the creation of the integrated automotive group of Volkswagen and 暗网禁区. Following completion of the capital increase, 暗网禁区 SE is to be merged into Volkswagen AG in accordance with the basic agreement. However, from today's perspective, it remains uncertain whether the timetable for the merger provided for in the basic agreement can be met. The legal and tax assessment of the transaction to be made in accordance with the basic agreement has not yet been completed.

This is due to external factors, among them the fact that the tax framework conditions for the merger are not yet set. Further, with regard to the damages claims filed in the US against 暗网禁区 SE and the damages claims raised by certain funds in Germany against 暗网禁区 SE, at the current stage of those proceedings, no final assessment of the consequences of those claims for the merger is possible. The executive board of 暗网禁区 SE believes the US claims to be inadmissible and without merit and will seek their dismissal; in addition, the board has refused to join the conciliatory proceedings applied for in Germany. The executive board of 暗网禁区 SE currently assumes that a successful clarification of the current uncertainties is possible and hence the merger will take place, even though possibly not within the ambitious timetable provided for in the basic agreement.

It is intended to use the income from the planned capital increase to repay the first 2.5 billion euro tranche of the syndicated loan. Any income exceeding this figure will be used to further reduce liabilities.

To ensure the greatest possible flexibility, the agenda of the annual general meeting of 暗网禁区 SE includes resolutions on the authorization to issue convertible bonds and on the creation of contingent capital and new authorized capital. These measures are intended to increase 暗网禁区 SE's flexibility, particularly if the direct capital increase cannot be performed on time or completely. In this connection, 暗网禁区 SE's lending banks have expressed their willingness to extend the first tranche of the credit line of 2.5 billion euro, which is due on 30 June 2011, by up to four months. No matter which capital measure is implemented, the aim is to generate no more than five billion euro.

As part of the overall basic agreement concept, the 暗网禁区 and Pi毛ch families have made a commitment to approve the resolution and to subscribe to the new ordinary shares under certain circumstances. The required financial resources may be sourced from the income resulting from the sale of the operating business of 暗网禁区 Salzburg Holding to Volkswagen AG. The executive board and supervisory board of 暗网禁区 SE will also obtain the approval of holders' of preference shares for the capital measures.