DGAP-Adhoc: VOLKSWAGEN AG: VOLKSWAGEN AKTIENGESELLSCHAFT resolves to issue new mandatory convertible notes complementing the existing mandatory convertible notes

VOLKSWAGEN AG / Key word(s): Bond

11.06.2013 18:59

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
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The issuer is solely responsible for the content of this announcement.

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VOLKSWAGEN AKTIENGESELLSCHAFT resolves to issue new mandatory
convertible notes complementing the existing mandatory convertible notes
issued in November 2012

Volkswagen Aktiengesellschaft has resolved today to issue new mandatory
convertible notes. The new mandatory convertible notes will be issued
with similar terms and conditions as the mandatory convertible notes
issued on 9th November 2012 with a coupon of 5.5% and maturity on 9th
November 2015 and will be offered at an issue price of 105.64%
of their principal amount. The aggregate principal amount of the new
mandatory convertible notes will be up to EUR1.2 billion.

With this issuance, the company makes use of the strong interest
indicated by international investors to subscribe for new mandatory
convertible notes. Proceeds will be used to strengthen the capital base
of Volkswagen and to finance further growth - also in the Financial
Services Division - while maintaining the favourable liquidity position
and the good rating in comparison with Volkswagen's competitors.

The new mandatory convertible notes with a denomination of EUR100,000 will
be issued by Volkswagen International Finance N.V. under a subordinated
guarantee of Volkswagen Aktiengesellschaft. The pre-emptive rights of
existing shareholders have been excluded. The new mandatory convertible
notes will initially be issued under an interim ISIN and, after a period
of 40 days, will be consolidated and form a single series of notes with
the existing mandatory convertible notes issued in November 2012 under
the ISIN DE000A1HCC83. The mandatory convertible notes will be redeemed
at maturity by converting 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.

Volkswagen Aktiengesellschaft will determine the final issue volume
shortly before issuance of the mandatory convertible notes,
prospectively before start of Xetra-trading in Frankfurt on
12th June 2013.

As Bookrunner, J.P. Morgan has committed to the Company to subscribe for
new mandatory convertible notes in an aggregate principal amount of
EUR500 million at the issue price. In addition, Qatar Holding LLC
has provided a binding order to J.P. Morgan to buy new mandatory
convertible notes at the issue price as part of the offering.

J.P. Morgan, in their role as Bookrunner for the total issue volume,
will now start with the order taking process for the new mandatory
convertible notes. The mandatory convertible notes will be offered via
international private placements to institutional investors in Germany
and other jurisdictions outside the United States of America.

The investors in the new mandatory convertible notes will in addition
pay interest accrued from and including 9th June 2013 (being the
interest commencement date of the new mandatory convertible notes) to
but excluding the closing date of the new mandatory convertible notes.

Wolfsburg, June 11, 2013

VOLKSWAGEN AKTIENGESELLSCHAFT - The Board of Management

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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, Luxemburg, SIX

End of Announcement DGAP News-Service

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