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 May 14, 2019 resolved to create authorized capital of up to €179 million, expiring on May 13, 2024, to issue new preferred bearer shares.

The subscribed capital is composed of 295,089,818 no-par value ordinary shares (previous year: 295,089,818) and 206,205,445 no-par value preferred shares (previous year: 206,205,445), and amounts to €1,283,315,873 (previous year: €1,283,315,873). 

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. No amounts were withdrawn from the capital reserves.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, following the transfer of €13,450 million from revenue reserves, net retained profits of €19,101 million are eligible for distribution, from which a dividend could be distributed in connection with a possible IPO of Dr. Ing. h. c. F. Porsche AG (for more information, see disclosure in “Events after the balance sheet date”). The Board of Management and Supervisory Board will propose to the Annual General Meeting that a total dividend of €3,772 million, i.e. €7.50 per ordinary share and €7.56 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 €4.80 per ordinary share and €4.86 per preferred share was distributed in fiscal year 2021.

HYBRID CAPITAL

In January 2021, Volkswagen AG called a hybrid note (maturity: 7 years) with a principal amount of €1.25 billion, which had been placed in 2014 via Volkswagen International Finance N.V., Amsterdam, the Netherlands (issuer). Once called, the note had to be classified as debt in accordance with IAS 32, thus reducing the equity and net liquidity of the Volkswagen Group. The hybrid note was redeemed in March 2021.

Interest may be accumulated depending on whether a dividend is paid to Volkswagen AG shareholders. Under IAS 32, these 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. IAS 32 only allows these hybrid notes to be classified as debt once the respective hybrid note is called.

NONCONTROLLING INTERESTS

As of December 31, 2021, noncontrolling interests amounted to €1,705 million (previous year: €1,734 million). Most of the noncontrolling interests in equity arose as a result of the IPO of the TRATON GROUP in fiscal year 2019.

On February 28, 2020, Volkswagen AG announced that it was planning to increase its interest in AUDI AG from approximately 99.64% to 100%. On July 31, 2020, the Annual General Meeting of AUDI AG resolved to implement a squeeze-out under stock corporation law. The transaction reduced equity by €0.2 billion in the previous year.

The merger of MAN SE with TRATON SE was adopted by resolution of the Annual General Meeting of MAN SE on June 29, 2021. The shares held by the noncontrolling interest shareholders of MAN SE were also transferred to TRATON SE against payment of an appropriate cash settlement in the context of this merger (merger squeeze-out). The squeeze-out took legal effect upon entry in the commercial register for TRATON SE and MAN SE on August 31, 2021. As a result, the interest held by TRATON SE in MAN SE increased from 94.36% to 100% (see “Key events” section for details).

The table below shows summarized financial information of the TRATON GROUP, including amortized goodwill and fair value adjustments, which were determined at the acquisition date: