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Annual Report

Shareholder structure

SHAREHOLDER STRUCTURE AT DECEMBER 31, 2010
as a percentage of subscribed capital
Shareholder structure at December 31, 2010 (bar chart)

SHAREHOLDER STRUCTURE AT DECEMBER 31, 2010

The shareholder structure of Volkswagen AG as of December 31, 2010 is shown in the chart above. Volkswagen AG’s subscribed capital increased to €1,190,882,163 at the end of 2010.

The distribution of voting rights was as follows at the reporting date: Porsche Automobil Holding SE, Stuttgart, held 50.74% of the voting rights at the end of fiscal year 2010. The second-largest shareholder was the State of Lower Saxony, which held 20.00% of the voting rights. The third-largest shareholder was Qatar Holding LLC (17.0%), followed by Porsche Holding GmbH, Salzburg, with 2.37%. The remaining 9.89% of the 295,045,567 ordinary shares were attributable to other shareholders.

Notifications of changes in voting rights in accordance with the Wertpapierhandelsgesetz (WpHG – German Securities Trading Act) are published on our website at www.volkswagenag.com/ir.

CONVERSION OF STOCK OPTIONS

As a result of the positive performance of Volkswagen ordinary shares, numerous employees again took advantage of the attractive opportunity to convert previously subscribed bonds into ordinary shares in fiscal year 2010. Some 700 employees exercised their conversion rights under the subscribed bonds in the seventh and eighth tranches of the stock option plan. This resulted in the creation of 40,170 new ordinary shares, or €0.1 million of subscribed capital. Further details of our stock option plan can be found in the notes to the Volkswagen consolidated financial statements.

ANNUAL GENERAL MEETING

Volkswagen AG’s 50th Annual General Meeting and the 9th Special Meeting of Preferred Shareholders were held at the Congress Center Hamburg on April 22, 2010. With 91.1% of ordinary share capital present, the ordinary shareholders of Volkswagen AG formally approved the actions of the Board of Management and the Supervisory Board, the authorization to issue bonds with warrants and/or convertible bonds (including the creation of appropriate contingent capital and the corresponding amendment to the Articles of Association) and the remuneration system for the members of the Board of Management.

28.6% of the preferred share capital was represented at the Special Meeting of Preferred Shareholders. A proposal had been made to this meeting to approve the authorizing resolution by the Annual General Meeting of ordinary shareholders on the same day to issue bonds with warrants and/or convertible bonds (contingent capital). This was approved by a majority of 92.6%. The results of the votes of both meetings can be accessed on the Internet at www.volkswagenag.com/ir.

On May 28, 2010, Porsche Automobil Holding SE, Stuttgart, withdrew its action against the Annual General Meeting resolution dated April 24, 2008 with regard to agenda item 9.1. The action filed by CIA Consulting Investment Asset Management GmbH, Hamburg, against the same resolution was also withdrawn on November 25, 2010 after a settlement was agreed. In addition, the State of Lower Saxony, Hanover, and Hannoversche Beteiligungsgesellschaft mbH, Groß Berßen, withdrew their action against the resolution of the Annual General Meeting in 2008 with regard to agenda item 9.2 on May 31, 2010 after a cost agreement was entered into.

Further details on these actions can be found in the appropriate publications in the electronic Bundesanzeiger (Federal Gazette) of June 2 and 4 and November 30, 2010, as well as at www.volkswagenag.com/ir.

The Verbraucherzentrale für Kapitalanleger e.V. (VzfK – German Protection Agency for Investors), Berlin, filed an action for disclosure with regard to the Annual General Meeting on April 23, 2009. This action was dismissed by the Hanover Regional Court on October 26, 2010, and no appeal against the decision was permitted.

Knightsbridge Vermögensverwaltungs- und Beteiligungs GmbH, Munich, CIA Consulting Investment Asset Management GmbH, Hamburg, CDHL-Vermögensverwaltungsgesellschaft mbH, Hamburg, VC-Services GmbH, Hamburg, and Edmund Zimmermann GmbH, Geesthacht, filed actions for annulment and avoidance under German stock corporation law in respect of the resolutions of the Extraordinary General Meeting on December 3, 2009. These actions were withdrawn on November 30, 2010 after a settlement was agreed.

Further details on this can be found in the appropriate publications in the electronic Bundesanzeiger (Federal Gazette) of December 3, 2010, as well as on our website at www.volkswagenag.com/ir.

In connection with the Annual General Meeting on April 22, 2010, the Verbraucherzentrale für Kapitalanleger e.V., Berlin, filed an additional action for disclosure and an action for avoidance with regard to the formal approval of the actions of the members of the Board of Management and the Supervisory Board in fiscal year 2009. The grounds given for both actions were mainly that questions put by the plaintiff’s representative at the Annual General Meeting were not answered at all or not to the necessary extent. Both actions were dismissed by the Hanover Regional Court on January 25, 2011.

Further details on the action for avoidance can be found in the appropriate publication in the electronic Bundesanzeiger (Federal Gazette) of June 29, 2010, as well as on our website at www.volkswagenag.com/ir.

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