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Q&As on the squeeze-out under stock corporation law

In the context of reorganizing competencies and responsibilities within the Volkswagen Group, Volkswagen AG plans to carry out a squeeze-out according to German stock corporation law in order to acquire the around 0.36 percent of Audi’s shares that are traded on the stock exchange.

What is a squeeze-out?
In a squeeze-out under stock corporation law, all of the shares of a stock corporation are transferred to a significant shareholder (the majority shareholder). This requires that a shareholder holding at least 95% of the share capital of a stock corporation demands the transfer of the shares of the other shareholders (minority shareholders) to the majority shareholder. The majority shareholder must pay adequate cash compensation to the minority shareholders as consideration. As a minority shareholder of AUDI AG, this means that the share(s) will be transferred to Volkswagen AG and that Volkswagen AG will pay an adequate cash compensation as consideration (see below for details of the determination and the amount of the cash compensation).
Why is Volkswagen AG able to conduct a squeeze-out?
Volkswagen AG currently holds around 99.64% of the share capital of AUDI AG. This means it has the shareholding required by law to conduct a squeeze-out. By way of a request for transfer dated February 28, 2020, Volkswagen AG informed AUDI AG that it was demanding the transfer of the remaining shares, corresponding to around 0.36% of the share capital.
What are the next steps following the request for transfer by Volkswagen AG and the ad hoc disclosure by AUDI AG on February 28, 2020?
The squeeze-out follows a formal process that is largely proscribed by the German Stock Corporation Act: To determine the adequate cash compensation payable to the minority shareholders as consideration for their shares, a valuation of AUDI AG is initially conducted. The amount of the adequate cash consideration is examined by a court-appointed expert. Volkswagen AG will determine the cash compensation to be paid on this basis. The Annual General Meeting of AUDI AG will then resolve on the transfer of the shares of the minority shareholders to Volkswagen AG. When the Annual General Meeting has resolved the transfer of the shares of the minority shareholders to Volkswagen AG and this resolution has taken effect, the minority shareholders will receive the defined cash collateral as consideration for their shares.
When will the Annual General Meeting of AUDI AG that resolves on the squeeze-out take place?
The resolution on the squeeze-out will take place as part of the ordinary Annual General Meeting of AUDI AG for 2020. To enable the proper valuation of AUDI AG ahead of the ordinary Annual General Meeting for 2020, the Annual General Meeting of AUDI AG that was originally scheduled for May 14, 2020 will be postponed until a date that is expected to be in July or August 2020. The shareholders will be informed about the new date of the Annual General Meeting in good time via the usual channels.
What is the amount of the cash compensation?
The amount of the cash compensation will be determined by Volkswagen AG on the basis of a valuation of AUDI AG and an examination of the appropriateness of the cash compensation by a court-appointed expert in particular. As this valuation is not yet complete, no information can be provided at present.
When will I receive information on the cash compensation?
Volkswagen AG will inform AUDI AG about the amount of the cash compensation. AUDI AG will publish this information immediately. When the ordinary Annual General Meeting for 2020 is convened, the shareholders will also be provided with a comprehensive report detailing the conditions of the share transfer and the appropriateness of the cash compensation (“transfer report”). In addition, the shareholders will be provided with the examination report of the court-appointed expert on the appropriateness of the cash compensation. All documents will be made available on our Annual General Meeting website from the date on which the notice convening the ordinary Annual General Meeting for 2020 is published.

Contact

AUDI AG

Financial Communication/Analytics, Investor Relations
I/FU-23
Auto-Union-Straße 1
85045 Ingolstadt

E-mail:
ir@audi.de

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