Porsche 2009 Annual Report Download - page 15

Both took up their offices after the end of negotiations on the agreements for the implementation
of the basic agreement effective 25 November 2009.
At a further extraordinary meeting of the supervisory board on 11 September 2009, the
status of negotiations on the basic agreement and its implementation that were still ongoing at that
time were dealt with by the supervisory board. The supervisory board was also informed in detail
about the status and content of the refinancing talks and the liquidity development of Porsche
Automobil Holding SE. In addition, the supervisory board examined the investigations initiated by
Stuttgart’s public prosecutor in August 2009 and the allegations underlying it against the former
members of the executive board Dr. Wendelin Wiedeking and Mr. Holger P. Härter in particular.
At the first ordinary supervisory board meeting of the 2009/10 fiscal year on 12 November
2009, the supervisory board once again examined the investigations of the public prosecutor. An
expert in criminal law pertaining specifically to capital markets commissioned by Porsche Automobil
Holding SE presented his main results. His examination showed that there was no breach of the law.
The supervisory board also approved the internal restructuring of Dr. Ing. h.c. F. Porsche Aktienge-
sellschaft which prepared the indirect investment of Volkswagen AG provided for in the basic
agreement. In connection with this, the supervisory board also examined the implementation
agreements for the basic agreement which, among other things, regulate the direct investment by
Volkswagen AG in Porsche Zwischenholding GmbH as part of the capital increase and thus the indi-
rect investment in Dr. Ing. h.c. F. Porsche Aktiengesellschaft.
At its extraordinary meeting on 20 November 2009, the supervisory board agreed, after in-
depth discussion and debate, not only to a change in the basic agreement but also to the conclusion
and implementation of all the agreements regulating the implementation of the basic agreement. In
addition, the supervisory board approved the agreement on a commitment to a capital increase with
holders of ordinary shares of Porsche Automobil Holding SE. As part of the overall concept of the
basic agreement, they make a commitment to Porsche Automobil Holding SE to subscribe – under
certain circumstances – to new ordinary shares from the capital increase planned for the first half of
2011 in exchange for a total subscription price of an anticipated 2.5 billion euro. The supervisory
board also obtained information on the main cornerstones of the new loan agreement. Moreover, the
supervisory board examined the separate and consolidated financial statements of Porsche Automo-
bil Holding SE as of 31 October 2009 and the current business and financial situation.
At its ordinary meeting on 15 December 2009, the supervisory board decided on the reso-
lutions proposed to the annual general meeting on 29 January 2010 and inquired about the status
of the implementation of the transaction steps defined in the basic agreement and the financial
situation of Porsche Automobil Holding SE after the successfully concluded redemption in early De-
cember 2009 of the syndicated loan agreed in March 2009.
On 23 March 2010, the supervisory board discussed the approach Porsche Automobil
Holding SE was to take with respect to the planned increase in preference capital at Volkswagen AG
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