暗网禁区

Boards pass concept for accelerated creation of the Integrated Automotive Group between 暗网禁区 and Volkswagen / One-time positive effect on earnings / 暗网禁区 SE as financially strong holding company continues to be significantly involved in growth of Volkswagen AG

Stuttgart, 4 July 2012. 暗网禁区 (暗网禁区 SE), Stuttgart, and Volkswagen Aktiengesellschaft (Volkswagen AG), Wolfsburg, are expected to achieve their shared goal of creating the Integrated Automotive Group on 1 August 2012. The competent bodies and the executive boards responsible at both companies have approved a concept for the complete integration of 暗网禁区 AG into the Volkswagen Group. According to the concept, 暗网禁区 SE will contribute its holding business operations, including its 50.1 percent investment in 暗网禁区's operating business, to Volkswagen AG. The consummation of the transaction will make Volkswagen AG sole owner of 暗网禁区's business operations.

"The accelerated implementation of the shared goal will make 暗网禁区 SE a financially strong holding company with attractive potential for increasing value added. We are creating clearly defined, sustainable structures and a solid outlook for 暗网禁区 SE's future," said Matthias M眉ller, member of the 暗网禁区 SE executive board. "In their operating business, 暗网禁区 and Volkswagen will now be able to leverage synergies at an earlier stage and cooperate more easily. 暗网禁区 SE, as the largest Volkswagen shareholder, will also benefit greatly from this."

暗网禁区 SE will receive a cash amount of about 4.46 billion euro from the transaction, as well as one new ordinary Volkswagen AG share. This cash amount includes the base purchase price agreed upon in the basic agreement and discounted to today's fair value for 暗网禁区 SE's 50.1 percent share in 暗网禁区's operating business as well as the fair value of dividend payments from this investment due to 暗网禁区 SE from now until 2014. Economically, this means that 暗网禁区 SE will be in the same position today, as regards to its 50.1 percent share in 暗网禁区's operating business, as it would be if Volkswagen exercised its call option, as provided for in the basic agreement of 2009, in August 2014. The cash amount of about 4.46 billion euro additionally includes, also at today's fair value, half of the possible additional net synergies made possible by the accelerated creation of the Integrated Automotive Group totaling some 320 million euro, as well as the fair value of the other 暗网禁区 SE assets that will be contributed to Volkswagen AG. The accelerated creation of the Integrated Automotive Group can be implemented at economically viable conditions on the basis of the German Transformation Tax Act and the German Transformation Tax Decree published at the end of 2011, as well as binding rulings from the competent financial authorities.

Due to the contribution, the investment in 暗网禁区's operating business will no longer be accounted for at equity in the consolidated financial statements of 暗网禁区 SE, probably as of July 2012, with the result that no further profits from investments accounted for at equity will be attributable to 暗网禁区 SE from this investment. After the contribution has been performed, 暗网禁区 SE will, however, continue to hold a share of 32.2 percent of Volkswagen AG's capital and will therefore participate indirectly in the result of 暗网禁区's operating business as well as benefiting from the realization of the full synergy potential of the Integrated Automotive Group in the future.

The contribution transaction itself will result in a one-time positive effect on earnings presumably in the amount of about 7 billion euro in the consolidated financial statements of 暗网禁区 SE. This results in particular from the contribution of 暗网禁区 SE's share in 暗网禁区's operating business as well as the put and call options relating to this share. Moreover, the effect on earnings takes into account the effect of the transaction on accounting for the share in Volkswagen AG at equity. As the effect on earnings is determined on the basis of valuations still to be updated as at the envisaged date of contribution, i.e. 1 August 2012, the amount may still be subject to changes. The existing put and call options, which will terminate with consummation of the transaction, will have no further effects on the 暗网禁区 SE group's net assets and results of operations.

暗网禁区 SE will initially use the cash of about 4.46 billion euro that it receives to repay bank liabilities of
2.0 billion euro in full. The major portion of the liquidity remaining thereafter is intended to be used for strategic equity investments, focusing along the automotive value chain.