Audi 2012 Annual Report Download - page 146

149
Management Report
140 Audi Group
140 Structure
142 Strategy
148 Shares
149 Disclosures required under
takeover law
150 System of remuneration for
the Supervisory Board and
Board of Management
151 Corporate management
declaration
151 Business and underlying
situation
173 Financial performance
indicators
176 Social and ecological aspects
190 Risks, opportunities
and outlook
201 Disclaimer
INDEXED AUDI TRADING PRICE TREND
(ISIN: DE0006757008, WKN: 675700)
Profit transfer and compensatory payment to stockholders
Volkswagen AG, Wolfsburg, holds around 99.55 percent of the share capital of AUDI AG. A control
and profit transfer agreement is in effect between the two companies. The outside stockholders
of AUDI AG receive compensatory payment on their stockholding instead of a dividend. The level
of this payment is based on the dividend paid on one Volkswagen AG ordinary share. The dividend
payment will be resolved by the Annual General Meeting of Volkswagen AG on April 25, 2013.
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, 2012, 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 General
Meeting elects the members of the Supervisory Board to be appointed by it, as well as the auditor;
in particular, it decides on the ratification of the acts of members of the Board of Management
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 conducting
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.
20122011201020092008in %
100
75
50
Audi share
25
German share index (DAX)