Audi 2009 Annual Report Download - page 142

139
Management Report
132 Audi Group
132 Structure
134 Strategy
137 Shares
139 Disclosures required under
takeover law
140 Corporate Management
declaration
140 System of remuneration for
the Supervisory Board and
Board of Management
140 Business and
underlying situation
153 Financial performance
indicators
157 Social and ecological aspects
168 Risks, opportunities
and outlook
177 Disclaimer
DISCLOSURES REQUIRED UNDER TAKEOVER LAW
The following disclosures under takeover law are made pursuant to Section 289, Para. 4 and
Section 315, Para. 4 of the German Commercial Code (HGB):
Capital structure
On December 31, 2009, the issued stock of AUDI AG remained unchanged at EUR 110,080,000
and comprised 43,000,000 no-par bearer shares. Each share represents a mathematical share of
EUR 2.56 of the issued capital.
Stockholders’ rights and obligations
Stockholders enjoy property and administrative rights.
The property rights include, above all, the right to a share in the profit (Section 58, Para. 4 of
the German Stock Corporation Act [AktG]) and in the proceeds of liquidation (Section 271 of the
German Stock Corporation Act), as well as a subscription right to shares in the event of capital
increases (Section 186 of the German Stock Corporation Act).
The administrative rights include the right to participate in the Annual General Meeting and the
right to speak, ask questions, table motions and exercise voting rights there. Stockholders may
assert these rights in particular by means of a disclosure and avoidance action.
Each share carries an entitlement to one vote at the Annual General Meeting. The Annual Gen-
eral Meeting elects the members of the Supervisory Board to be appointed by it, as well as the
auditors; in particular, it decides on the ratification of the acts of members of the Board of Man-
agement and Supervisory Board, on amendments to the Articles of Incorporation and Bylaws, as
well as on capital measures, on authorizations to acquire treasury shares and, if necessary, on
the conduct of a special audit, the dismissal of members of the Supervisory Board within their
term of office and on liquidation of the Company.
The Annual General Meeting normally adopts resolutions by a simple majority of votes cast,
unless a qualified majority is specified by statute. A control and profit transfer agreement exists
between AUDI AG and Volkswagen AG (Wolfsburg) as the controlling company. This agreement
permits Volkswagen AG to issue instructions. The profit after tax of AUDI AG is transferred to
Volkswagen AG. Volkswagen AG is obliged to make good any loss. All Audi stockholders (with
the exception of Volkswagen AG) receive a compensatory payment in lieu of a dividend. The
amount of the compensatory payment corresponds to the dividend that is distributed in the
same fiscal year to Volkswagen AG stockholders for each Volkswagen ordinary share.
Capital interests exceeding 10 percent of the voting rights
Volkswagen AG (Wolfsburg) holds around 99.55 percent of the voting rights in AUDI AG. For
details of the voting rights held in Volkswagen AG, please refer to the Management Report of
Volkswagen AG.
Composition of the Supervisory Board
The Supervisory Board comprises 20 members. Half of them are representatives of the stock-
holders, elected by the Annual General Meeting; the other half are employee representatives
elected by the employees in accordance with the German Codetermination Act. A total of seven
of these employee representatives are employees of the Company; the remaining three Supervi-
sory Board members are representatives of the unions. The Chairman of the Supervisory Board,
normally a stockholder representative elected by the members of the Supervisory Board, ulti-
mately has two votes on the Supervisory Board in the event of a tie vote, pursuant to Section 13,
Para. 3 of the Articles of Incorporation and Bylaws.
Section 9, Para. 3 of the Articles of Incorporation and Bylaws stipulates that the term of office
for a Supervisory Board member elected to replace a Supervisory Board member who has not
fulfilled his term of office ends upon expiry of the term of office of the Supervisory Board mem-
ber leaving.