INVITATION TO THE 119th ANNUAL GENERAL MEETING OF AUDI AG

Transcription

1 INVITATION TO THE 119th ANNUAL GENERAL MEETING OF at a.m. on May 7, 2008 at the Audi Forum Ingolstadt

2 119th Annual General Meeting of The 119th Annual General Meeting of will be held on Wednesday, May 7, 2008 at a.m. at the Audi Forum Ingolstadt, Ettinger Strasse, Ingolstadt. We cordially invite our shareholders to attend. Agenda 1. Presentation of the established annual accounts of and consolidated accounts of the Audi Group, and also the management reports of and the Audi Group at December 31, 2007 together with the report of the Supervisory Board 2. Resolution on discharge of the members of the Board of Management 3. Resolution on discharge of the members of the Supervisory Board The Supervisory Board and Board of Management propose that discharge be granted in respect of agenda items 2 and 3 for the 2007 financial year. 4. Election to the Supervisory Board The Supervisory Board of consists of twenty members. Pursuant to Section 7 Para. 1 No. 3 of German Codetermination Law in conjunction with Sections 96 and 101 of German Stock Corporation Law, it comprises ten representatives each of the shareholders and the employees. The period of office of the ten shareholders' representatives on the Supervisory Board shall end with the close of this year's Annual General Meeting of Shareholders, pursuant to Section 9 Para. 2 of the articles of incorporation of. For this reason, ten shareholders' representatives are to be newly elected for a full period of office. Pursuant to Section 9 Para. 2 of the articles of incorporation of, the period of office of the Supervisory Board members to be elected at this year's Annual General Meeting of Shareholders shall end with the close of the Shareholders' Meeting which shall give discharge for the 2012 financial year. The Shareholders' Meeting is not bound by the proposed candidates.

3 The Supervisory Board proposes that the following persons be elected to the Supervisory Board: Dr. rer. pol. h.c. Bruno Adelt Former member of the Board of Management of Volkswagen AG Senator h.c. Helmut Aurenz Ludwigsburg Owner of the ASB Group Francisco Javier Garcia Sanz Member of the Board of Management of Volkswagen AG Holger P. Härter Stuttgart Deputy Chairman of the Board of Management of Porsche Automobil Holding SE Deputy Chairman of the Board of Management of Dr. Ing. h.c. F. Porsche AG Dr. rer. pol. Horst Neumann Member of the Board of Management of Volkswagen AG Dr.-Ing. Franz-Josef Paefgen Crewe, England Chairman and Chief Executive Bentley Motors Ltd. Hon.-Prof. Dr. techn. h.c. Dipl.-Ing. ETH Ferdinand K. Piëch Salzburg, Austria Chairman of the Supervisory Board of Volkswagen AG Hans Dieter Pötsch Member of the Board of Management of Volkswagen AG Dr.-Ing. Wendelin Wiedeking Stuttgart Chairman of the Board of Management of Porsche Automobil Holding SE Chairman of the Board of Management of Dr. Ing. h.c. F. Porsche AG Prof. Dr. rer. nat. Martin Winterkorn Chairman of the Board of Management of Volkswagen AG

4 5. Amendment to the articles of incorporation and bylaws The attendance fee for the members of the Supervisory Board shall be brought in line with the general level at stock corporations for attendance at Supervisory Board meetings. The Supervisory Board and Board of Management therefore propose that Section 16 Para. 3 of the articles of incorporation of be reworded as follows: "For participating in a meeting of the Supervisory Board, each member shall receive an attendance fee of EUR in addition to reimbursement of their expenses." 6. Election of the auditor of the accounts for the 2008 financial year and of the auditor for the abbreviated consolidated financial statements and interim management report for the first half of 2008 The Supervisory Board proposes that PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Munich, be appointed as auditor of the accounts for the 2008 financial year and of the abbreviated consolidated financial statements and interim management report for the first half of The audit assignment shall be issued for the individual financial statements of each of and the Audi Group, as well as for the abbreviated consolidated financial statements and interim management report for the first half of At the time of convening of the Annual General Meeting, the total number of shares in the company is 43,000,000; the total number of voting rights is equally 43,000,000.

5 Participation In order to participate in the Annual General Meeting, exercise voting rights or table motions, shareholders must transfer a special confirmation of their shareholding, issued in text form (Section 126b of German Civil Code) in the German or English language by their depositary bank, to the registration office named below, by no later than the end of April 30, This confirmation must be based on the position at the start of April 16, Registration office: c/o Dresdner Bank AG WDHHV dwpbank AG Wildunger Strasse Frankfurt am Main, Germany Telefax: +49 (0) hv-eintrittskarten@dwpbank.de The registration office issues entrance tickets stating the name of the shareholder and the number of shares held by that shareholder as at April 16, The entrance ticket grants admission to the Annual General Meeting and the right to exercise shareholders' rights there. Voting rights at the Annual General Meeting may be exercised by a proxy, or alternatively by an association of shareholders. We moreover offer our shareholders the opportunity to be represented by company employees at the Annual General Meeting. Shareholders who make use of this option require an entrance ticket for the Annual General Meeting. The original form printed on this entrance ticket for granting power of attorney and authority shall be completed, signed and returned solely to the following address: Finance Analysis and Publications I/FF Ingolstadt, Germany The documents must have arrived by no later than May 5, 2008.

6 Motions to the Annual General Meeting are published on the internet at: pursuant to Section 126 Para. 1 of German Stock Corporation Law. Counter-motions shall be tabled in German, provided they have been received together with confirmation of shareholder status by no later than midnight on April 22, 2008, at the following address: Finance Analysis and Publications I/FF Ingolstadt, Germany Counter-motions may also be submitted by fax (only: +49 (0) ) or by (ir@audi.de). Any comments by the management on these counter-motions may be published on the internet at We look forward to seeing you in Ingolstadt. Ingolstadt, March 2008 The Board of Management

7 How to find your way there. Arrival by car Take the A9 motorway, leaving at the Lenting exit (No. 60). Then follow the signs for the Audi Forum. The destination address for your navigation system is: junction Ettinger Strasse / Waldeysenstrasse, Ingolstadt. Arrival by train The easiest way to get from Ingolstadt Hauptbahnhof (main station) to the Audi Forum is by taxi. If no taxi is available at the main station, please use the taxi phone directly at the station.

8 Vorsprung durch Technik Ingolstadt Germany Phone +49 (0) Fax +49 (0) Finance Analysis and Publications I/FF-12 Phone +49 (0) Fax +49 (0)