24 Equity

The subscribed capital of Volkswagen AG is composed of no-par value bearer shares with a notional value of €2.56. As well as ordinary shares, there are preferred shares that entitle the bearer to a €0.06 higher dividend than ordinary shares, but do not carry voting rights.

The Annual General Meeting on April 19, 2012 resolved to create authorized capital of up to €110 million, expiring on April 18, 2017, for the issue of new ordinary bearer shares or preferred shares based. After deducting preferred shares that have already been issued, only €83 million of authorized capital remains. In 2014, Volkswagen AG recorded a cash inflow of €2,000 million from the capital increase, less transaction costs of €20 million.

The Annual General Meeting on April 22, 2010 resolved to create contingent capital in the amount of up to €102 million expiring on April 21, 2015 that could be used to issue up to €5 billion in bonds with warrants and/or convertible bonds.

To date, Volkswagen has used this contingent capital as follows:

• In November 2012, via a subsidiary, Volkswagen International Finance N.V. Amsterdam, the Netherlands (issuer), Volkswagen AG placed a €2.5 billion mandatory convertible note that entitled and obliged holders to subscribe for Volkswagen preferred shares. The preemptive rights of existing shareholders were disapplied. The convertible note bore a coupon of 5.50% and matured on November 9, 2015.
• In June 2013, Volkswagen placed another €1.2 billion mandatory convertible note to supplement the mandatory convertible note issued in November 2012. The features of this mandatory convertible note corresponded to those of the mandatory convertible note issued in November 2012. It was issued at a price of 105.64% of the principal amount. Additionally, accrued interest (€1 million) was received and deferred. This mandatory convertible note also matured on November 9, 2015.

The convertible notes were settled by issuing new preferred shares no later than at maturity. The issuer was entitled to convert the mandatory convertible notes at any time at the minimum conversion price. The note terms and conditions also provided for early conversion options. This voluntary conversion right was exercised in the previous year. In 2015, a further 27,091 preferred shares were created through exercise of the voluntary conversion right. At the maturity date, November 9, 2015, the remaining amount of both notes was converted by the issuer as required. A further 25,536,876 new preferred shares were created and the underlying principal amount of each bond was €100,000 and the final conversion price €144.50. In this context, it was necessary to reclassify the principal amount of €65 million from the capital reserves to subscribed capital.

Following the voluntary and mandatory conversion of mandatory convertible notes in the previous year, the subscribed capital is composed of 295,089,818 no-par value ordinary shares and 206,205,445 no-par value preferred shares, and amounts to €1,283 million (December 31, 2015: €1,283 million).

The Annual General Meeting on May 5, 2015 resolved to create authorized capital of up to €179 million, expiring on May 4, 2020, to issue new preferred bearer shares.

In March 2015, Volkswagen AG placed unsecured subordinated hybrid notes with an aggregate principal amount of €2.5 billion via a subsidiary, Volkswagen International Finance N.V. Amsterdam, the Netherlands (VIF). The perpetual hybrid notes were issued in two tranches and can be called by VIF. The first call date for the first tranche (€1.1 billion and a coupon of 2.50%) is after seven years, and the first call date for the second tranche (€1.4 billion and a coupon of 3.50%) is after 15 years. Interest may be accumulated depending on whether a dividend is paid to Volkswagen AG shareholders. Under IAS 32, the hybrid notes must be classified in their entirety as equity. The capital raised was recognized in equity, less a discount and transaction costs and net of deferred taxes. The interest payments payable to the noteholders will be recognized directly in equity, net of income taxes.

The capital reserves comprise the share premium totaling €14,225 million (previous year: €14,225 million) from capital increases, the share premium of €219 million from the issuance of bonds with warrants and an amount of €107 million appropriated on the basis of the capital reduction implemented in 2006. As the mandatory convertible notes that had been issued were converted in fiscal year 2015, an amount of €65,443,756 was reclassified from the capital reserves to subscribed capital (see also the section entitled “Earnings per share”). No amounts were withdrawn from the capital reserves.

DIVIDEND PROPOSAL

In accordance with section 58(2) of the Aktiengesetz (AktG – German Stock Corporation Act), the dividend payment by Volkswagen AG is based on the net retained profits reported in the annual financial statements of Volkswagen AG prepared in accordance with the German Commercial Code. Based on these annual financial statements of Volkswagen AG, net retained profits of €1,402 million are eligible for distribution following the transfer of €1,399 million to the revenue reserves. The Board of Management and Supervisory Board will propose to the Annual General Meeting that a total dividend of €1,015 million, i.e. €2.00 per ordinary share and €2.06 per preferred share, be paid from the net retained profits. Shareholders are not entitled to a dividend payment until it has been resolved by the Annual General Meeting.

A dividend of €0.11 per ordinary share and €0.17 per preferred share was distributed in fiscal year 2016.

NONCONTROLLING INTERESTS

As of December 31, 2016, total noncontrolling interests amounted to €221 million (previous year: €210 million). The noncontrolling interests in equity are attributable primarily to shareholders of RENK AG and AUDI AG and are immaterial individually and in the aggregate.