Porsche 2006 Annual Report Download - page 13

At the end of March 2007 when the Porsche Manage-
ment Board announced its intentions to restructure
the company and increase its share in Volkswagen,
the price of both companies’ shares increased con-
siderably. This reaction demonstrated the strength of
the financial markets’ conviction in the success of
prosperous cooperation between the two automobile
manufacturers based in Stuttgart and Wolfsburg.
Such confidence was again reflected at Porsche’s
Extraordinary General Meeting, held in Stuttgart at
the end of June 2007. Shareholders agreed upon a
new structure and modified legal form for the com-
pany in the future. Shareholders voted unanimously
in favor of the operating activities of Porsche AG be-
coming the responsibility of a hundredpercent sub-
sidiary in accordance with the provisions of the Trans-
formation Act, of adopting a controlling and profit
transfer agreement between the holding company
and the operating subsidiary, and also of transfor-
ming the holding company into a European Company,
a so-called Societas Europaea (SE). The name ‘Por-
sche Automobil Holding’ was also unanimously ap-
proved. The company’s headquarters is in Stuttgart.
The new Holding will Manage Porsche Stock
The new holding will be responsible for the stock of
the operating subsidiary, Dr. Ing. h.c. F. Porsche AG,
and for the investments in Volkswagen AG, which
at the end of the review period represented 30.6
percent of that company’s common stock. Subsi-
diaries of Volkswagen AG are Audi, Bentley, Bugatti,
Lamborghini, Seat, Skoda, Volkswagen and VW
Commercial Vehicles.
With the new structure, Porsche ensures that the
autonomy and independence of the traditional Stutt-
gart-based company remain fully protected. This is
the main purpose of separating holding and operat-
ing activities. At the same time, the holding also
represents a single company responsible for the
management of stock.
The decision to transform the company into an SE
follows on from the fact that this is a modern form of
company with an international focus, which will pro-
vide the prerequisites for the ongoing development
of the Porsche Group. The supra-national legal status
of an SE not only requires the creation of an open
and international corporate culture, but also offers
the opportunity to keep a Supervisory Board with
twelve members, which thus far has proven to be an
ideal number.
It has been possible to establish an SE in Germany
since December 2004. Several large German com-
panies have either already become an SE or are
currently undergoing the procedures to do so.
Committees have been Formed
The Supervisory Board of Porsche Automobil Hold-
ing SE met on July 24 and 25, for its constitutive
session. The Board appointed Dr Wolfgang Porsche
to the position of Chairman; his Deputy is Porsche’s
Chairman of the Supreme Works Council Uwe Hück.
Wolfgang Porsche is an associate partner in Porsche
Automobil Holding SE and also Chairman of the Super-
visory Board of the subsidiary, Dr. Ing. h.c. F. Por-
sche AG. Uwe Hück is also a member of the Super-
visory Board of Porsche AG.
Holding
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