Volkswagen in €4.2 Billion Capital Increase

May 4, 2010

Cleary Gottlieb represented the global coordinators and joint lead bookrunners BofA Merrill Lynch, Citi, Deutsche Bank, HSBC Trinkaus and J.P. Morgan and the other underwriters in the offering of 64.9 million new preferred shares of Volkswagen Aktiengesellschaft at an offer price of €65 per share. The new shares were offered to the existing shareholders of the company in a public rights offering in Germany, the United Kingdom, Luxembourg and Switzerland.

The rights offering was preceded by a pre-placement of the new shares in a public offering to retail investors in Germany and a private placement exclusively to institutional investors in Germany and other countries, including to qualified institutional buyers in the United States in reliance on Rule 144A. To facilitate the pre-placement, certain shareholders of Volkswagen Aktiengesellschaft, Qatar Holding Germany GmbH, Porsche Automobil Holding SE, Hannoversche Beteiligungsgesellschaft mit beschränkter Haftung and Porsche Gesellschaft m.b.H., assigned their subscription rights relating to a total of 72.8% of the new shares to the global coordinators. These shares were allocated to the pre-placement investors unconditionally and were delivered to them in an upfront first closing on March 31, 2010. The remaining new shares were allocated to pre-placement investors subject to claw-back and deferred settlement. More than 99% of these claw-back shares were taken up in the rights offering which ended on April 13, 2010. Therefore, only a small number of new shares was delivered to pre-placement investors in a second closing on April 16, 2010. With respect to the remaining claw-back shares, the underwriters exercised their right to claw-back.

Based on publicly available information, the transaction is the largest rights offering of a German listed company outside the financial sector in more than ten years.

The Volkswagen Group with its headquarters in Wolfsburg, Germany, is one of the world’s leading automobile manufacturers and the largest carmaker in Europe. The Group operates 60 production plants in fifteen European countries and a further six countries in the Americas, Asia and Africa with nearly 370,000 employees around the world.