Porsche 2012 Annual Report Download - page 162

Financials
Notes to the consolidated fi nancial statements
Material companies where Porsche SE is able, directly or indirectly, to significantly influence
financial and operating policy decisions (associates), or where Porsche SE shares joint control
together with another party (joint ventures), are accounted for at equity.
Joint ventures and associates also include companies in which the Porsche SE group holds
the majority of voting rights, but whose articles of association or partnership agreements stipu-
late that important decisions may not be made without the approval of the other shareholders or
where Porsche SE does not have control as defined by IFRSs for other reasons.
The articles of association of Volkswagen AG prescribe that the State of Lower Saxony has
a right to appoint two members of the supervisory board, provided that it holds at least 15% of
the ordinary shares in Volkswagen AG. On account of the interest held by the State of Lower
Saxony in Volkswagen AG, this delegation right prevents Porsche SE from including the
Volkswagen group in the consolidated financial statements of Porsche SE by way of full consoli-
dation because Porsche SE cannot determine the majority on the supervisory board of
Volkswagen AG and it consequently does not have control as defined by IFRSs. Due to the
significant influence exercised by Porsche SE, however, its investment in Volkswagen AG is
accounted for in the consolidated financial statements of Porsche SE at equity.
Prior to the contribution of the holding business operations to Volkswagen AG, Porsche SE
did not have control within the meaning of IFRSs over this company despite holding the majority
of the voting rights at 50.1% due to the rulings established in the articles of association of Por-
sche Holding Stuttgart GmbH, Stuttgart, (successor of Porsche Zwischenholding GmbH) and
other agreements. It was therefore accounted for at equity as a joint venture of Porsche SE and
Volkswagen AG prior to the resolution to make the contribution.
Porsche Holding Stuttgart GmbH was originally named Porsche Sechste Vermögensverwal-
tung GmbH, Stuttgart, and renamed Porsche Zweite Zwischenholding GmbH, Stuttgart, on
27 July 2012. On 30 July 2012, Porsche Zwischenholding GmbH, and thus Porsche's operating
business, was merged into the then Porsche Zweite Zwischenholding GmbH. On 24 October
2012, the company was renamed Porsche Holding Stuttgart GmbH.
Porsche SE contributed its entire holding business operations, and thus the remaining share in
Porsche's operating business, to Volkswagen AG as of 1 August 2012. Since then, Volkswagen AG
has held 100% of the shares in Porsche Holding Stuttgart GmbH and therefore also indirectly
holds 100% of the shares in Dr. Ing. h. c. F. Porsche Aktiengesellschaft, Stuttgart, ("Porsche
AG"). Porsche SE's shareholding in the capital of Volkswagen AG remains unchanged at 32.2%.
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