大众收购保时捷发言稿

Integrated Automotive Group Created

Hans Dieter Pötsch, Member of the Board of Management, Volkswagen AktiengesellschaftConference Call and Webcast

Disclaimer

This presentation contains forward-looking statements and information on the business development of the Volkswagen Group. These statements may be spoken or written and can be recognized by terms such as “expects”, “anticipates”,

“intends”, “plans”, “believes”, “seeks”, “estimates”, “will” or words with similar meaning. These statements are based on assumptions relating to the development of the economies of individual countries, and in particular of the automotive industry, which we have made on the basis of the information available to us and which we consider to be realistic at the time of going to press. The estimates given involve a degree of risk, and the actual developments may differ from those forecast.

Consequently, any unexpected fall in demand or economic stagnation in our key sales markets, such as in Western Europe (and especially Germany) or in the USA, Brazil or China, will have a corresponding impact on the development of our

business. The same applies in the event of a significant shift in current exchange rates relative to the US dollar, sterling,yen, Brazilian real, Chinese rinminbi and Czech koruna.

If any of these or other risks occur, or if the assumptions underlying any of these statements prove incorrect, the actual results may significantly differ from those expressed or implied by such statements.

We do not update forward-looking statements retrospectively. Such statements are valid on the date of publication and can be superceded.

This information does not constitute an offer to exchange or sell or an offer to exchange or buy any securities.

Integrated Automotive Group Created

Hans Dieter Pötsch

Member of the Board of

Management, Volkswagen AG Finance and Controlling

Key Highlights –Creation of Integrated Automotive Group Completed

•Volkswagen and Porsche SE agree on the accelerated finalization of the

Integrated Automotive Group in 2012 based on the Comprehensive Agreement

•Expected to be effective from August 1st , Porsche SE transfers its remaining

50.1% stake indirectly held in Porsche AG to Volkswagen for a total consideration of around €4.46bn plus one Volkswagen ordinary share•Realization of significant additional synergy value through faster integration of Porsche AG into the Volkswagen Group

•Sustainable and stable shareholder structure and continued financial strength of Volkswagen

Creation of the Integrated Automotive Group based on the Comprehensive Agreement

Phase 1 2009

Conclusion of the Comprehensive Agreement

•Resolution of Porsche SE’s option portfolio of Volkswagen shares •Refinancing of Porsche SE and Porsche AG

•Signing and notarization of detailed implementation agreements•Acquisition of a 49.9% indirect stake in Porsche AG by VolkswagenCapital raising and acquisition of Porsche Holding Salzburg•Capital increase of Volkswagen (preferred shares)•Acquisition of Porsche Holding Salzburg

•Capital increase of Porsche SE (ordinary and preferred shares)in case not

Merger between Volkswagen and

feasible

Porsche SE in 2011

Integrated Automotive Group•Full synergy realization

•Implementation of a common operative strategy

✓

Phase 22010/ 2011Phase 3from 2011

✓

Exercise of put/call options for indirect stake in Porsche AG in 2012/13 or in 2014/15

Integrated Automotive Group: Creation accelerated by two years

2011

Options based on Comprehensive Agreement

Base Case

Merger of Volkswagen and Porsche SE

[1**********]4

Merger not feasible by 31.12.2011

Put/Call Options

Complete acquisition of indirect interest in Porsche AG through exercise of put/call options

Financially efficient only post 08/2014

New Solution

Accelerated Integration

Ensures immediate integration of Porsche AG

Expected 08/2012

Creation of Integrated Automotive Group accelerated by two years

Transaction value

Around €4.46bn Cash Outflow for Volkswagen from Accelerated Integration

€bn

0.16

4.46

1)

0.15

0.34

3.88

(0.13)

Put/ Call ValuePresent Present Inter-Company Net Synergies

Total

of the indirectValue Value Balance shared 50/50stake in PorscheDiscount

of HoldingPorsche SE/between AG as perCompany Holding Volkswagen andComprehensive Dividends Company Porsche SE

Agreement

to Porsche SE

Financial Implications

•Additional earnings enhancement based on accelerated and incremental synergies

•Full consolidation of highly profitable Porsche AG expected from 1 August 2012•2012: Operating Profit impact largely offset by PPA; Profit before Tax increases significantly due to the remeasurementof the existing 49.9% indirect holding in Porsche AG•The impact on Net Liquidity in the Automotive Division is a combination of the cash consideration paid plus the consolidation of the existing negative net liquidity of Porsche AG•Through its existing strong balance sheet Volkswagen’s rating is expected to remain unaffected

Key Takeaways

Accelerated Integration (by two years)

Growth and innovation

Cooperation and operation excellence

Focus and efficiency

Value creation

Integrated Automotive Group Created

Hans Dieter Pötsch, Member of the Board of Management, Volkswagen Aktiengesellschaft

Conference Call and Webcast

5 July 2012