Capital-market-law publications

Herbert Diess, Chairman of the Board of Management of Volkswagen AG and Chairman of the Supervisory Board of AUDI AG: “We are pooling our strengths for a competitive positioning. With Markus Duesmann, Audi will take the lead for research & development at the Volkswagen Group”
Audi CEO Bram Schot: “The new structure will strengthen Audi’s role within the Volkswagen Group”
Peter Mosch, Deputy Chairman of the Audi Supervisory Board and Chairman of the General Works Council: “Employee codetermination remains unaffected.”
Volkswagen AG plans to acquire the publicly traded 0.36 percent of Audi’s shares by way of a squeeze-out according to German stock corporation law
The squeeze-out is to be proposed at this year’s Annual General Meeting of AUDI AG
The Annual General Meeting is to be postponed until July or August 2020
Ingolstadt, February 28, 2020 – Volkswagen AG is to strengthen Audi’s role within the Group. With Markus Duesmann as the new CEO, Audi will take the lead for research & development within the brand alliance. In the context of reorganizing competencies and responsibilities, Volkswagen AG plans to carry out a squeeze-out according to German stock corporation law in order to acquire the 0.36 percent of Audi’s shares that are traded on the stock exchange. Herbert Diess, Chairman of the Board of Management of Volkswagen AG and Chairman of the Supervisory Board of AUDI AG: “Given the strong dynamics of change in our industry, we are pooling our strengths in the Volkswagen Group and positioning ourselves competitively for the future. Going forward, the Audi brand with Markus Duesmann as its new CEO will take over the lead for research & development in the Volkswagen Group and thus swiftly assume technical leadership.” As part of the realignment of competences and responsibilities, Volkswagen AG is planning a squeeze-out according to German stock corporation law to increase its shareholding in Audi from the present 99.64 percent to 100 percent. It has informed AUDI AG of this in a request for the transfer of minority shares. The Volkswagen Group is responding even more proactively to the challenges of the transformation with an optimal positioning and effective structures. Audi CEO Bram Schot: “It is exactly the right way not to stick to the organizational status quo, but to consistently exploit the advantages of the Group’s network. With a greater job split at the Group, we can manage future issues more agilely and flexibly. The new structure will strengthen Audi’s role within the Volkswagen Group and recharge Vorsprung durch Technik.” AUDI AG will continue to be a stock corporation. It will therefore retain a legal form compatible with the capital market and employee codetermination will remain unaffected. “As Audi’s employee representatives, we fought for and achieved this goal,” states Peter Mosch, Chairman of Audi’s General Works Council. “The brand will therefore continue to be independent within the Group.” A resolution on the squeeze-out according to German stock corporation law is to be passed by this year’s Annual General Meeting of AUDI AG. In light of this, the Annual General Meeting of AUDI AG, which was originally scheduled for May 14, 2020, will be postponed until July or August 2020.

Platform-oriented allocation of models to plants and optimized plant capacities to make German sites sustainably fit for the future
Job guarantee for AUDI AG employees agreed upon for the next decade
Positive impact on earnings totaling around 6 billion euros until 2029 Ingolstadt/Neckarsulm, November 26, 2019 – A new era is dawning. Audi is taking sustained action for greater economy, flexibility and secure jobs. The Board of Management and employee representatives have reached a fundamental agreement within the framework of Audi.Zukunft. The decisions relate in particular to the optimization of production capacities at the two German plants and socially responsible workforce adjustments while extending job guarantee up to the end of 2029. The 6 billion euros thus generated will secure the strategic targeted return corridor of 9 to 11 percent and will flow into future projects such as electrification and digitalization. In this way, Audi.Zukunft will sustainably strengthen the competitiveness of the Four Rings and will make the company fit for the coming years. The agreement takes effect on November 29, 2019 and applies for the next ten years. Audi is consistently making decisions that further secure the company’s future viability. “With the Audi Transformation Plan, we have already anchored a successful program of measures. And with Audi.Zukunft, we are now also tackling structural issues in order to prepare Audi for the challenges ahead,” says Audi CEO Bram Schot. In the context of the transformation of the automotive industry towards electric mobility and digitalization, the company and the Works Council have agreed on important new plans. “Both sides have proven that the focus is on responsibility for the future of the Four Rings and its employees,” says Schot. “Audi.Zukunft secures our sustainable growth. In times of upheaval, we are making Audi more agile and more efficient. This will increase productivity and sustainably strengthen the competitiveness of our German plants.” Employment guarantee until 2029
The company is extending the employment guarantee for its workforce up to the end of 2029. Peter Mosch, Chairman of the General Works Council of AUDI AG: “We have reached an important milestone: The jobs of our core workforce are secure! The extension of the employment guarantee is a great success in difficult times. In addition, the upcoming electrification of the Ingolstadt and Neckarsulm plants underscores the long-term success of both German sites.” “Our employees are Audi’s most valuable asset and the key to our successful change,” emphasizes Wendelin Göbel, Board of Management Member for Human Resources. For this reason, Audi is excluding terminations for operational reasons until December 31, 2029. The company must become lean and fit for the future, which means that some job profiles will no longer be needed and new ones will be created. That is why Audi is investing systematically in future-oriented qualification measures for the employees and thus in the future of the two sites in Germany. At the same time, the Works Council and the company’s management have agreed to cut up to 9,500 jobs until 2025. This will take place along the demographic curve – in particular through employee turnover and a new, attractive early-retirement program. An equivalent percentage staff reduction will take place in management. Nonetheless, Audi will continue to recruit in the coming years. The company plans to create up to 2,000 new expert positions in areas such as electric mobility and digitalization. Those appointments will be made on the principle of internal before external candidates. Audi is aware of its social and societal responsibility. The company will continue to train young people in key areas of the future. The number of apprentices and student trainees at the two German sites will remain at a consistently high level over the next three years. Production capacities, allocation of models to plants and electrification
A key component of the agreement is to allow the economic and future-proof utilization of production capacities. Annual plant capacity will therefore be planned in Ingolstadt for 450,000 vehicles and in Neckarsulm for 225,000 vehicles, with production-optimized operation. A long-term future perspective is guaranteed by the electric models to be built at both plants in the future. The Ingolstadt site is currently preparing for the production of premium electric vehicles. In Neckarsulm, the all-electric Audi e-tron GT will already drive off the assembly line as of 2020. The other production lines will also be gradually equipped for electric mobility. Rolf Klotz, Chairman of the Neckarsulm Works Council: “We see it as the management’s duty to keep their promises. With long-term electrification, Audi.Zukunft is now creating facts. We are thus securing the future viability of the Neckarsulm plant.” An “Electrification Neckarsulm” fund is being set up specifically for this purpose. By 2025, a total of 300 million euros will flow into this fund to secure the necessary construction measures for the production of electric vehicles in Neckarsulm. Audi profit-sharing and increased retirement provisions
Audi employees will continue to benefit from the company’s success in the future. If Audi can build on the financial results of previous years, average profit participation will remain at the high level of those years. If the Audi Group’s operating profit is significantly higher than in previous years, negotiations will be held on the appropriation of the increment. In addition, the company will improve its company pension plan from 2021 onwards and will recognize additional pension provisions of up to 50 million euros annually for this purpose.
  Consistently profitable
Audi’s future financial success is based on two pillars. The Audi Transformation Plan was successfully launched two years ago and is expected to free up approximately 15 billion euros for future projects up to 2022. Concrete measures have already been identified for 80 percent of the program. With Audi.Zukunft, the company is now also addressing structural issues. These initiatives will result in an accumulated earnings effect of around 6 billion euros until 2029. “The decisions taken together with the employees are an important and courageous step for the long-term competitiveness and profitability of the Four Rings,” states Schot.

Ingolstadt, January 8, 2019 – Hildegard Wortmann will be in charge of the Sales and Marketing division of AUDI AG latest as of July 1, 2019. She will succeed Bram Schot, who took over as the company’s Chairman of the Board of Management at the beginning of this year. Wortmann has many years of international experience in product management, marketing and brand communication. “Hildegard Wortmann has more than 20 years of international experience in the sales and marketing of premium automobiles. This makes her the ideal executive to shape the Audi brand innovatively and to refocus one of the company’s largest divisions,” stated Audi’s Supervisory Board Chairman and VW CEO, Herbert Diess, on the appointment. The Chairman of the Board of Management of AUDI AG, Bram Schot: “Audi is undergoing significant changes, and we are now taking the next step. With Hildegard Wortmann on the Board of Management and together with the workforce, we are succeeding in transforming ourselves. On this challenging path to the future, she will play a decisive role,” stated Schot. Deputy Chairman of the Audi Supervisory Board and Chairman of the General Works Council Peter Mosch said: “We expressly welcome Hildegard Wortmann’s appointment to the Audi Board of Management and expect her to bring a breath of fresh air to sharpen our brand sustainably and shape the Audi future together with us.” Wortmann started her career at Unilever in 1990, passing through various positions including product and brands manager and later marketing director. She gained international experience in London and New York while working for Unilever. Starting in 1998, she held various positions at the BMW Group. She was involved in the relaunch of the MINI brand and was in chargeof predevelopment marketing and innovation projects. She then concentrated on high-level positions in product management for automobiles and after sales. Hildegard Wortmann played a key role in setting the course for e-mobility with the development of the BMW i electric brand. In June 2016, she became senior vice-president for the BMW brand. Since January 2018, she has been responsible for the Asia-Pacific sales region, based in Singapore.

Appointed as of January 1, 2019
Audi Supervisory Board Chairman and Volkswagen CEO Herbert Diess: “We have laid important groundwork for Audi’s future orientation.”
Peter Mosch, Deputy Chairman of the Supervisory Board and Chairman of the General Works Council: “Workforce expects further impetus for the new start at the company.” Ingolstadt, December 12, 2018 – The Supervisory Board of AUDI AG has appointed Bram Schot as the Chairman of the Board of Management effective January 1, 2019. Schot has headed the company since June 2018 as interim CEO. Schot will continue temporarily to hold Board of Management responsibility for Sales and Marketing from January 1 onwards. “With the appointment of a new Chairman of the Board of Management, we have laid important groundwork for Audi’s future orientation. As interim CEO, Bram Schot has already done a convincing job in recent months. He is pushing forward with the cultural change in his team and is effectively tackling the current challenges. With the benefit of a strong mandate, he will further accelerate the transformation of the company and lead the Four Rings to new successes,” said the Audi Supervisory Board Chairman and VW Group CEO, Herbert Diess. Peter Mosch, Deputy Chairman of the Audi Supervisory Board and Chairman of the General Works Council, said: “The Audi workforce wants clear conditions at the top of the company. That’s why we employee representatives are committed to doing the job properly and appointing Bram Schot as Chairman of the Board of Management. During his interim period, he has already shown that he can give great impetus to the new start we have called for and initiated. He must now continue along this path and lead Audi back to the top. That’s what the workforce expects.” Bram Schot will become Chairman of the Board of Management of AUDI AG, which includes Ducati, Lamborghini and Italdesign Giugiaro as well as the Audi brand, on January 1, 2019. Temporarily, he will have Board of Management responsibility for the area of Sales and Marketing. The 57-year-old has been AUDI AG Board of Management Member for Sales and Marketing since September 2017. On June 19, 2018, he was additionally appointed as the Interim Board of Management Chairman. Born in the Netherlands, Bram Schot had previously been responsible for Marketing and Sales on the Board of Management of Volkswagen Commercial Vehicles from 2012 onwards. In 2011, he left his position as President and CEO of Mercedes-Benz Italia to move to the Volkswagen Group, where he was at first responsible for strategic projects in the Group’s Sales division.

Peter Mertens asked the Audi Supervisory Board to release him from his duties for health reasons
Volkswagen CEO and Audi Supervisory Board Chairman Herbert Diess: “We deeply regret that Peter Mertens is stepping down from the Board of Management.”
Peter Mosch, Chairman of the General Works Council and Deputy Chairman of the Supervisory Board: “Our thanks are due to Peter Mertens. We expect the transformation that has begun to continue in the spirit of everyone at Audi.”
Peter Mertens: “Thank you to everyone at Audi!” 
Ingolstadt, September 28, 2018 – Hans-Joachim Rothenpieler will become the Member of the Board of Management for Technical Development at AUDI AG on 1 November 2018. He is the successor of Peter Mertens, who has held this position since May 1, 2017. Mertens had asked the Audi Supervisory Board to release him from his duties for health reasons. Volkswagen CEO and Audi Supervisory Board Chairman Herbert Diess: “We deeply regret that Peter Mertens is stepping down from the Board of Management. We respect the reasons that led to his decision and wish him a full recovery.
Hans-Joachim Rothenpieler is an experienced expert who will continue to advance the transformation of Technical Development.” Peter Mertens explains his decision in the following words: “Over the past 16 months, we have initiated a comprehensive transformation at Technical Development and started the future orientation of the division. This requires a high level of concentration, which I cannot fully manage in my situation. During this time, my health and my family have priority. I thank everyone at Audi for their commitment, their support and the great cooperation I have experienced during this time.” Peter Mosch, Chairman of the General Works Council and Deputy Chairman of the Supervisory Board of AUDI AG: “We thank Peter Mertens for his outstanding commitment to our company. We expressly regret having to say farewell to such an innovative and inspiring executive. The entire Audi team wishes him all the very best. His successor as the new Board of Management member, Hans-Joachim Rothenpieler, must now continue with the consistent focus of the structures and processes of our Technical Development to ensure an employee-friendly transformation, because the know-how of our team is our Vorsprung durch Technik. In this way, Audi will continue to be the technological spearhead of the Volkswagen Group and will continue to set standards for cutting-edge automotive technologies.” Volkswagen CEO and Audi Supervisory Board Chairman Herbert Diess: “Hans-Joachim Rothenpieler has gained a great deal of experience in his numerous responsible positions at the Group, which will help him to make a start quickly in his new position at Audi. His task will be to continue the transformation of Technical Development and to further advance along the path towards electric mobility.” According to the company's plans, approximately 2,500 Technical Development employees will additionally be qualified in future fields such as electric mobility, piloted driving, connectivity and future vehicle concepts by the end of 2018. Hans-Joachim Rothenpieler will take over the Technical Development division on November 1, 2018. He has been employed at the Volkswagen Group since 1986. Rothenpieler’s previous positions include Head of Vehicle Development at Skoda, Member of the Board of Management for Technical Development at the premium brand Bentley, and Member of the Board of Management for Development at Volkswagen Commercial Vehicles. Since 2016, Rothenpieler has been Head of Group Quality Management at Volkswagen.

The Audi Group will publish its financial figures on the first quarter of 2016 on June 1, and not on April 29, as initially planned. Its financial reporting is thus now in line with the new timing of the Volkswagen Group. The 127th Annual General Meeting in Ingolstadt on May 12, 2016 and the other dates of the financial calendar are not affected.