Volkswagen AG — Capital/Financing Update 2012

Nov 5, 2012

News Details

Ad-hoc | 5 November 2012 17:37

VOLKSWAGEN AG: VOLKSWAGEN AKTIENGESELLSCHAFT announces the issuance of mandatory convertible notes

VOLKSWAGEN AG / Key word(s): Bond

05.11.2012 17:37

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.

---

VOLKSWAGEN AKTIENGESELLSCHAFT announces the issuance of mandatory
convertible notes

The Management Board of Volkswagen Aktiengesellschaft today decided with
the approval of the Supervisory Board to issue subordinated mandatory
convertible notes. The total volume of the mandatory convertible notes
shall initially be at least 2 billion euros. The final volume of the
issuance will be determined after completion of an accelerated
bookbuilding process. In case of strong demand the total volume
can be increased additionally by approximately 0.5 billion euro.
The mandatory convertible notes are issued by Volkswagen International
Finance N.V. under the subordinated guarantee of Volkswagen
Aktiengesellschaft with a minimum principal amount of 100,000.00 euros
each. The preemptive rights of existing shareholders have been excluded.
The mandatory convertible notes will be redeemed at maturity by means of
conversion of the repayment claims of the holders of the mandatory
convertible notes into new no par-value bearer preferred shares issued by
partial utilisation of the existing conditional capital of Volkswagen
Aktiengesellschaft.
The targeted proceeds of approximately 2 to 2.5 billion euros from the
issuance of the mandatory convertible notes are intended for the
improvement of Volkswagen's capital base against the background of the
creation of the integrated automotive group and implementation of the
strategic growth and investment programme.
The mandatory convertible notes shall be issued at par value, with a
maximum conversion premium of 20% and a coupon of 4.75% to 5.50%. The
conversion price is set with reference to the placement price determined
in a concurrent offering of existing preferred shares from hedging
transactions of individual investors in the mandatory convertible notes.
The mandatory convertible notes mature on November 9, 2015, whilst the
terms and conditions provide for the possibility of early conversion.
The Company will determine the final terms and volume of the transaction
shortly before issuance of the mandatory convertible notes, after
completion of an accelerated bookbuilding process, which is expected to
take place on November 6, 2012.
The mandatory convertible notes will be offered by a syndicate of banks
in international private placements exclusively to institutional
investors in Germany and other countries, including the United States of
America.

Wolfsburg, November 5, 2012

VOLKSWAGEN AKTIENGESELLSCHAFT - The Board of Management

05.11.2012 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

---

Language: English
Company: VOLKSWAGEN AG
Brieffach 1849
38436 Wolfsburg
Germany
Phone: +49 (0)5361 9 - 49840
Fax: +49 (0)5361 9 - 30411
E-mail: christine.ritz@volkswagen.de
Internet: www.volkswagenag.com/ir
ISIN: DE0007664039, DE0007664005
WKN: 766403, 766400
Indices: DAX, Euro Stoxx 50
Listed: Regulierter Markt in Berlin, Düsseldorf, Frankfurt (Prime
Standard), Hamburg, Hannover, München, Stuttgart; Terminbörse
EUREX; London, Luxembourg, SIX

End of Announcement DGAP News-Service

---