Porsche 2009 Annual Report Download - page 43

Successful capital increase
at Volkswagen AG
By issuing approximately 65 million new pref-
erence shares, Volkswagen AG increased its share
capital by a notional amount of around 166.2 million
euro in March 2010, generating total net issue pro-
ceeds of approximately 4.1 billion euro in March and
April 2010. On 23 March 2010, the board of man-
agement of Volkswagen AG resolved, with the consent
of the supervisory board, to implement a capital in-
crease against cash contributions with the preemptive
rights for ordinary and preference shareholders, in
part by utilizing the existing authorized capital. The
new shares carry full dividend rights retrospectively
from 1 January 2009. The transaction – the world's
largest publicly placed capital increase in the automo-
tive sector – met with substantial interest, especially
from institutional investors. With the consent of the
supervisory board, the board of management set the
subscription price at 65.00 euro on 25 March 2010;
the subscription ratio was 37:6.
The issue proceeds are intended to improve
the Volkswagen group’s capitalization in preparation
for the creation of an integrated automotive group
with Porsche. Additionally, this transaction is designed
to strengthen Volkswagen’s financial stability and
flexibility and to enable Volkswagen to maintain its
existing credit rating.
Porsche SE did not participate in this capital
increase. This diluted Porsche SE's share of Volks-
wagen AG's total capital from 37.4 percent to 32.2
percent. Porsche SE’s 50.7 percent share in Volks-
wagen AG's ordinary shares, however, remained un-
changed. The capital increase gave rise to a non-cash
expense of around minus 1.4 billion euro for the Por-
sche SE group (Porsche SE and its subsidiaries).
Significant events at the Porsche
Zwischenholding GmbH group
On 7 December 2009, Volkswagen AG as-
sumed a 49.9 percent shareholding in Porsche
Zwischenholding GmbH by means of a capital in-
crease. Please refer in this regard to our comments in
the section “Porsche SE acts as a holding company”.
At the end of November 2009 Porsche AG
secured a new operating line of credit with a banking
syndicate. The revolving line of up to 2.5 billion euro
replaced the previous credit line held by Porsche AG.
It ensures that there is sufficient financial headroom
at customary market conditions for the development
of the operating business through 31 December 2012.
Matthias Müller was appointed as the new
CEO of Porsche AG on 6 July 2010 by Porsche AG’s
supervisory board effective as of 1 October 2010. He
had previously been the head of product planning,
product management and model series of the Volks-
wagen group and the Volkswagen brand. Matthias
Müller is taking over from Michael Macht at Porsche
AG, who left the executive board effective as of
30 September. Michael Macht was appointed by
Volkswagen AG’s supervisory board to the board of
management of Volkswagen AG. He will be in charge
of Group Production in Wolfsburg in future.
The supervisory board appointed Bernhard
Maier as a member of Porsche AG’s executive board
on 19 April 2010. Previously CEO of Porsche
Deutschland GmbH, Bietigheim-Bissingen, Bernhard
Maier assumed responsibility for sales and marketing
with immediate effect. His predecessor in this posi-
tion, Klaus Berning, had left the company of his own
volition.
At its meeting on 6 November 2009, Porsche
AG’s supervisory board appointed Lutz Meschke to
the executive board of Porsche AG. Lutz Meschke,
previously head of corporate controlling at Porsche
AG, assumed the position as executive vice president
– finance and procurement / CFO with immediate ef-
fect. This portfolio had been assumed temporarily by
the entire executive board when the former CFO Hol-
ger Härter stepped down on 23 July 2009.
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