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

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 shareholders. The majority shareholder must pay adequate cash compensation to the minority shareholders as consideration. For you, as a minority shareholder in AUDI AG, this means that your share(s) will be transferred to Volkswagen AG and, in return, you will receive appropriate cash compensation from Volkswagen AG (see below for the determination and specification 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 next steps following the request for transfer by Volkswagen AG and the ad hoc disclosure by AUDI AG on February 28, 2020, are still to be made?
The squeeze-out follows a formal process that is largely proscribed by the German Stock Corporation Act: To determine the appropriate cash compensation payable to the minority shareholders as consideration for their shares, a valuation of AUDI AG has been conducted by a renowned auditing firm. The amount for the appropriate cash consideration has additionally been examined by a court-appointed expert auditor. Volkswagen AG then set the cash compensation to be paid on this basis. Accordingly, AUDI AG immediately published this information in line with the statutory regulations via ad hoc disclosure on June 16, 2020. 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 is to take place as part of the 131st Annual General Meeting of AUDI AG for 2020. To enable the proper valuation of AUDI AG ahead of the Annual General Meeting for 2020, the original date of the Annual General Meeting of AUDI AG, namely May 14, 2020, has been moved to July 31, 2020.
What is the amount of the cash compensation?
The amount for the cash compensation is determined by Volkswagen AG and has been carried out on the basis of a valuation of AUDI AG and an examination of the appropriateness of the cash compensation by a court-appointed expert auditor in particular. Providing concrete information, Volkswagen AG has announced that it has determined the cash compensation to be paid to the minority shareholders as a consideration for transferring their shares to be EUR 1,551.53 per AUDI AG share. Accordingly, AUDI AG immediately published this information in line with the statutory regulations via ad hoc disclosure on June 16, 2020.
When will I receive information on the cash compensation?
Volkswagen AG has informed AUDI AG about the amount for the appropriate cash compensation that has been determined. Accordingly, AUDI AG immediately published this Information in line with the statutory regulations. When the Annual General Meeting for 2020 was convened, the shareholders were also provided with a comprehensive report detailing and giving reasons for the conditions of the share transfer and the appropriateness of the cash compensation (“transfer report”). In addition, the shareholders were provided with the examination report of the court-appointed expert on the appropriateness of the cash compensation. All documents were made available on our  Annual General Meeting website on the date on which the notice convening the Annual General Meeting for 2020 was published under the item “Documents to be made available the Annual General Meeting including the documents stated under agenda item 5”.

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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