Porsche 2011 Annual Report Download - page 14

Significant issues addressed by the supervisory board in the fiscal year 2011
At the meeting on 15 March 2011 the supervisory board discussed, in particular, the financial state-
ments for the short fiscal year 2010. Besides, the supervisory board discussed the agenda for the annual
general meeting held on 17 June 2011 and resolved on proposals for the shareholders' resolutions to the
annual general meeting. Finally, in this meeting, the supervisory board was informed comprehensively about
the status of the preparation and implementation of the capital increase as approved by the annual general
meeting of Porsche SE on 30 November 2010.
In the following meeting on 9 June 2011 the executive board reported on the successful implementa-
tion of the capital increase of Porsche SE at the end of March/beginning of April 2011. In addition, the super-
visory board discussed the voting behavior at the annual general meeting of the Dr. Ing. h.c. F. Porsche Akti-
engesellschaft as regards the exoneration of the executive and the supervisory board. Furthermore, the su-
pervisory board resolved upon the establishment of a merger committee which should adopt any resolutions
which are required by law, or else appropriate, in connection with the proposed merger of the company into
Volkswagen AG.
At the third meeting of the fiscal year 2011 which took place on 5 October 2011 the supervisory
board was informed comprehensively about the status of activities regarding the creation of an integrated
automotive group with Porsche and Volkswagen. The meeting focused on the reasons for terminating the
merger preparations. The status of the ongoing litigation concerning damage claims against Porsche SE and
the investigations against former members of the executive board was discussed as well. The supervisory
board also examined the profit-effective but liquidity-neutral adjustment of the valuation of the put/call options
regarding the remaining shares of Porsche SE in Porsche Zwischenholding GmbH. In addition, the supervisory
board adopted the declaration of compliance pursuant to Sec. 161 (1) AktG. Furthermore, the supervisory
board approved the executive board resolution regarding the exchange of one ordinary share certificate
against eight new ordinary share certificates following the capital increase and the conclusion of an agree-
ment with the owners of the ordinary share certificate regarding the exchange of the share certificate.
At its meeting on 25 November 2011 the supervisory board was informed about the new syndicated
loan as agreed upon at the end of October 2011 in the amount of up to 3.5 billion euro and the ongoing
investigation regarding alternatives to the measures provided for in the basic agreement regarding the com-
pletion of the integrated automotive group.
At the extraordinary supervisory board meeting on 16 December 2011 the executive board reported
on the status of the investigations of alternatives to the measures provided for in the basic agreement. Fur-
thermore, the supervisory board approved the acquisition by Porsche SE of the 50.1 percent of the shares in
Porsche Zwischenholding GmbH which had been transferred to an escrow holder as security in 2009.
REPORT OF THE SUPERVISORY BOARD14