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Expert Corporate Governance Service (ECGS)
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Volkswagen - AGM 2019

Item 2: Management and Supervisory Board are proposing a dividend of EUR 4.80 per ordinary share and of EUR 4.86 per preference share. While the dividend is covered by earnings it is again not covered by free cash flow. As it is yet still unclear which further financial burdens the Company will have to bear in the near future we consider that a dividend payment is currently not appropriate and recommend opposition.

Item 3: The Management Board's behaviour regarding the handling of the diesel scandal, the monkey test scandal as well as the cartel allegations do not enable investors to regain trust in Volkswagen and its Board. Furthermore, it severly harms the Company's reputation and questions the effectiveness of its compliance systems. We recommend opposing the discharge of all Management Board members.

Item 4: Likewise we recommend opposing the discharge of all Supervisory Board members which have yet failed starting to pursue liability claims against former and current Management Board members.

Items 5a, 5b and 5c: We recommend to oppose the re-election of all three Supervisory Board candidates due to affiliation concerns.

Item 6: We recommend opposing the proposed capital increase because the Company proposes to issue only non-voting preference shares. We consider this as a measure to secure the influence of the Company's major shareholders. Furthermore, we consider that the issuance of non-voting preference shares is detrimental to the "one share, one vote" principle. 

Item 7: Last but not least we recommend to oppose the re-election of PricewaterhouseCoopers as auditor of the Company due to concerns over the ratio of non-audit/audit fees and the length of the auditor's term of office.

Underlying
Volkswagen AG

Provider
Proxinvest
Proxinvest

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Expert Corporate Governance Service (ECGS)

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