Obbligazione Volksfinance AG 0% ( XS1642545690 ) in EUR

Emittente Volksfinance AG
Prezzo di mercato 100 EUR  ▼ 
Paese  Germania
Codice isin  XS1642545690 ( in EUR )
Tasso d'interesse 0%
Scadenza 06/07/2019 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Volkswagen Financial Services AG XS1642545690 in EUR 0%, scaduta


Importo minimo 100 000 EUR
Importo totale 1 250 000 000 EUR
Descrizione dettagliata Volkswagen Financial Services AG è una società finanziaria che offre una gamma completa di servizi finanziari per i clienti Volkswagen, inclusi finanziamenti, leasing e assicurazioni.

The Obbligazione issued by Volksfinance AG ( Germany ) , in EUR, with the ISIN code XS1642545690, pays a coupon of 0% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 06/07/2019








Dated 24 June 2021

This document constitutes five base prospectuses for the purposes of Article 8 (1) of Regulation (EU) 2017/1129 of
the European Parliament and the Council of 14 June 2017, as amended (the "Prospectus Regulation"): (i) the
base prospectus of Volkswagen Financial Services Aktiengesel schaft in respect of non-equity securities within the
meaning of Art. 2 lit. c) of the Prospectus Regulation ("Non-Equity Securities"), (ii) the base prospectus of
Volkswagen Leasing GmbH in respect of Non-Equity Securities, (ii ) the base prospectus of Volkswagen Financial
Services N.V. in respect of Non-Equity Securities, (iv) the base prospectus of Volkswagen Financial Services Japan
Ltd. in respect of Non-Equity Securities and (v) the base prospectus of Volkswagen Financial Services Australia
Pty Limited in respect of Non-Equity Securities (together, the "Prospectus").

VOLKSWAGEN FINANCIAL SERVICES
AKTIENGESELLSCHAFT
Braunschweig, Federal Republic of Germany
­ Issuer and/or Guarantor ­

VOLKSWAGEN LEASING Gesellschaft mit beschränkter Haftung
Braunschweig, Federal Republic of Germany
­ Issuer ­

VOLKSWAGEN FINANCIAL SERVICES N.V.
Amsterdam, The Netherlands
­ Issuer ­

VOLKSWAGEN FINANCIAL SERVICES JAPAN LTD.
Tokyo, Japan
­ Issuer ­

VOLKSWAGEN FINANCIAL SERVICES AUSTRALIA PTY LIMITED
(ABN 20 097 071 460)
Sydney, Australia
­ Issuer ­

EUR 35,000,000,000
Debt Issuance Programme (the "Programme")

Arranger

UNICREDIT BANK

Dealers

BBVA
BARCLAYS
BAYERNLB
BNP PARIBAS
BOFA SECURITIES
CITIGROUP
COMMERZBANK
CRÉDIT AGRICOLE CIB
DANSKE BANK
DEUTSCHE BANK
GOLDMAN SACHS BANK
HSBC
EUROPE SE
J.P. MORGAN
LANDESBANK BADEN-
LLOYDS BANK CORPORATE
WÜRTTEMBERG
MARKETS
WERTPAPIERHANDELSBANK
MUFG
MIZUHO SECURITIES
NATWEST MARKETS
RBC CAPITAL MARKETS
SANTANDER CORPORATE &
SEB
INVESTMENT BANKING
SOCIÉTÉ GÉNÉRALE
TD SECURITIES
UNICREDIT BANK
CORPORATE & INVESTMENT
BANKING
Issuing Agent

CITIBANK, N.A.


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Application has been made to the Luxembourg Commission de Surveillance du Secteur Financier (the
"Commission" or the "CSSF"), in its capacity as the competent authority under the Prospectus Regulation
and the Luxembourg act relating to prospectuses for securities dated 16 July 2019 (Loi du 16 juillet 2019
relative aux prospectus pour valeurs mobilières et portant mise en oeuvre du règlement (UE) 2017/1129, the
"Luxembourg Law").
The CSSF only approves this Prospectus as meeting the standards of completeness,
comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not
be considered as an endorsement of the economic and financial soundness of the operation or the
quality and solvency of the Issuer and/or the Guarantors or of the quality of the Notes that are the
subject of this Prospectus pursuant to Article 6 (4) of the Luxembourg Law. Investors should make
their own assessment as to the suitability of investing in the Notes.

Application has been made to the Luxembourg Stock Exchange for notes (the "Notes") issued under this
Programme to be admitted to trading on the regulated market of the Luxembourg Stock Exchange (as defined
below) and to be listed on the official list of the Luxembourg Stock Exchange. Notes issued under the Programme
may also be listed and traded on an alternative stock exchange or may not be listed at al .

Each Issuer has requested the Commission to provide the competent authorities in the Federal Republic of
Germany, the Netherlands, the Republic of Ireland, and the Republic of Austria with a certificate of approval
attesting that the Prospectus has been drawn up in accordance with the Prospectus Regulation ("Notification").
Each Issuer may request the Commission to provide competent authorities in additional Member States within the
European Economic Area with a Notification.

This Prospectus and any supplement thereto and documents incorporated by reference wil be published in
electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu) and this Prospectus and any
supplement thereto will also be published in electronic form on the website of Volkswagen Financial Services
(www.vwfs.com). Potential investors should be aware that any website referred to in this document does not form
part of this Prospectus and has not been scrutinised or approved by the CSSF.
This Prospectus is valid for a period of twelve months after its approval. The validity ends upon expiration
of 24 June 2022. There is no obligation to supplement the Prospectus in the event of significant new factors,
material mistakes or material inaccuracies when the Prospectus is no longer valid.





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Important Notice

This Prospectus should be read and understood in conjunction with any supplement thereto and with any other
document incorporated herein by reference. Ful information on each Issuer and any Tranche of Notes is only
available on the basis of the combination of the Prospectus and the relevant final terms (the "Final Terms").

Each Issuer and the Guarantor have confirmed to the Dealers (as defined herein) that this Prospectus contains al
information with regard to the Issuers and the Notes which is material in the context of the Programme and the
issue and offering of Notes thereunder; that the information contained in the Prospectus is accurate and complete
in al material respects and is not misleading; that any opinions and intentions expressed herein are honestly held
and based on reasonable assumptions; that there are no other facts with respect to the Issuer, the Guarantor or
the Notes, the omission of which would make the Prospectus as a whole or any statement, whether fact or opinion,
in this Prospectus misleading in any material respect; and that al reasonable enquiries have been made to ascertain
al facts and to verify the accuracy of al statements contained herein.

No person has been authorised to give any information which is not contained in or not consistent with this
Prospectus or any other information supplied in connection with the Programme and, if given or made, such
information must not be relied upon as having been authorised by or on behalf of the Issuers, the Guarantor, the
Dealers or any of them.

This Prospectus is valid for twelve months fol owing its date of approval and this Prospectus and any supplement
hereto as well as any Final Terms reflect the status as of their respective dates of issue. Notwithstanding that the
Issuers may be required to provide a supplement pursuant to Article 23 of the Prospectus Regulation, the delivery
of this Prospectus or any Final Terms and the offering, sale or delivery of any Notes may not be taken as an
implication that the information contained in such documents is accurate and complete subsequent to their
respective dates of issue or that there has been no adverse change in the financial situation of the Issuers and the
Guarantor since such date or that any other information supplied in connection with the Programme is accurate at
any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing
the same.

Each Issuer and the Guarantor have undertaken with the Dealers to supplement this Prospectus or publish a new
Prospectus in the event of any significant new factor, material mistake or inaccuracy relating to the information
included in this Prospectus which is capable of affecting the assessment of the Notes and which arises or is noted
between the time when this Prospectus has been approved and the final closing of any Tranche of Notes offered
to the public or, as the case may be, when trading of any Tranche of Notes on a regulated market begins.

Neither the arranger as set forth on the cover page (the "Arranger") nor any Dealer nor any other person mentioned
in this Prospectus, excluding the Issuers, is responsible for the information contained in this Prospectus or any
supplement hereto, or any Final Terms or any other document incorporated herein by reference, and accordingly,
and to the extent permitted by the laws of any relevant jurisdiction, none of these persons accepts any responsibility
for the accuracy and completeness of the information contained in any of these documents.

The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any Final Terms come
are required to inform themselves about and observe any such restrictions. For a description of the restrictions
applicable in the United States of America, the European Economic Area, the United Kingdom, The Netherlands,
the Republic of Austria, Japan and Australia see "Subscription and Sale". In particular, the Notes have not been
and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and
are subject to tax law requirements of the United States of America; subject to certain exceptions, Notes may not
be offered, sold or delivered within the United States of America or to, or for the account or benefit of, U.S. persons.
This Prospectus may only be communicated or caused to be communicated in circumstances in which Section 21(1)
of the Financial Services and Markets Act 2000 ("FSMA") does not apply. If a jurisdiction requires that the offering
be made by a licensed broker or dealer and the Dealers or any parent company or affiliate of the Dealers is a
licensed broker or dealer in that jurisdiction, the offering shal be deemed to be made by the Dealers or such parent
company or affiliate in such jurisdiction.

The language of the Prospectus is English. Where parts of the Prospectus are drafted in a bilingual format reflecting
both an English language version and a German language version the English language version shal be the
control ing language for reading and construing the contents of the Prospectus, provided that certain parts of the
Prospectus reflect documents which have been, or wil be, executed as separate documents with the German
language version being control ing and binding. Consequently, in respect of the issue of any Tranche of Notes under
the Programme, the German language version of the Terms and Conditions may be control ing and binding if so
specified in the relevant Final Terms and in respect of the Guarantee, the German language version is always
control ing and binding.
This Prospectus may only be used for the purpose for which it has been published.



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This Prospectus and any Final Terms may not be used for the purpose of an offer or solicitation by anyone
in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is
unlawful to make such an offer or solicitation.

This Prospectus, any supplements thereto and any Final Terms do not constitute an offer or an invitation
to subscribe for or purchase any of the Notes.
In connection with the issue of any Tranche of Notes under the Programme, the Dealer or Dealers (if any)
named as stabilisation manager(s) in the applicable Final Terms (or persons acting on behalf of any
stabilisation manager(s)) may over-allot Notes or effect transactions, outside Australia and on a market
operated outside of Australia, with a view to supporting the market price of the Notes at a higher level than
that which might otherwise prevail. However, stabilisation may not necessarily occur. Any stabilisation
action may begin on or after the date on which adequate public disclosure of the terms of the offer of the
relevant Tranche of Notes is made and, if begun, may cease at any time, but it must end no later than the
earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the date of the
allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment must be conducted
by the relevant stabilisation manager(s) (or person(s) acting on behalf of any stabilisation manager(s)) in
accordance with all applicable laws and rules.

EU Benchmarks Regulation: Article 29 (2) statement on benchmarks

Amounts payable under the Notes may be calculated by reference to EURIBOR, which is provided by European
Money Markets Institute ("EMMI"), LIBOR, which is provided by ICE Benchmark Administration ("IBA"), Sterling
Overnight Financing Rate ("SONIA") which is provided by the Bank of England or any other benchmark in each
case as specified in the Final Terms. As at the date of this Prospectus, only EMMI appears on the register of
administrators and benchmarks established and maintained by the European Securities and Markets Authority
("ESMA") pursuant to Article 36 of the Benchmarks Regulation (Regulation (EU) 2016/1011).

Product Governance

The Final Terms in respect of any Notes may include a legend entitled "MiFID II Product Governance" which will
outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are
appropriate. Any person subsequently offering, sel ing or recommending the Notes (a "Distributor") should take
into consideration the target market assessment; however, a Distributor subject to the MiFID Product Governance
rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules") is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target
market assessment) and determining appropriate distribution channels.
The Final Terms in respect of any Notes may include a legend entitled "UK MiFIR Product Governance" which
will outline the target market assessment in respect of the Notes and which channels for distribution of the Notes
are appropriate. Any person subsequently offering, sel ing or recommending the Notes (a "Distributor") should
take into consideration the target market assessment; however, a Distributor subject to the FCA Handbook Product
Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible
for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target
market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance Rules and/or the UK MiFIR Product Governance Rules, any Dealer subscribing for any Notes is a
manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective
affiliates wil be a manufacturer for the purpose of the MiFID Product Governance Rules and/or the UK MiFIR
Product Governance Rules.

Notification under Section 309B of the Securities and Futures Act, Chapter 289 of Singapore

In connection with Section 309B of the Securities and Futures Act, Chapter 289 of Singapore as modified or
amended from time to time including by any subsidiary legislation as may be applicable at the relevant time
(together, the "SFA"), unless otherwise specified before an offer of Notes, each Issuer has determined, and hereby
notifies al relevant persons (as defined in Section 309(A)(1) of the SFA), that the Notes are 'prescribed capital
markets products' (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and
'Excluded Investment Products' (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products
and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

In this Prospectus, al references to "EUR" are to the euro, the single currency of the member states participating
in the European Monetary Union, to "GBP" are to British pounds sterling, the official currency of the United Kingdom,
to "USD" are to U.S. dol ar, the official currency of the United States of America, to "AUD" are to Australian dol ar,
the official currency of the Commonwealth of Australia and to "YEN" are to Japanese yen, the official currency of
Japan and to "TRY" are to Turkish Lira, the official currency of Turkey and the Turkish Republic of Northern Cyprus.


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Information relating to the diesel issue described herein with regards to Volkswagen Aktiengesel schaft
("Volkswagen AG"), together with its direct and indirect subsidiaries and joint ventures (the "Volkswagen Group"
or "Volkswagen") is based on public information and is subject to change. The Issuers and the Guarantor have not
independently verified any such information.

Special Taxation Measures Law of Japan

In respect of Notes issued by Volkswagen Financial Services Japan Ltd., interest payments on such Notes paid to
an individual resident of Japan, to a Japanese corporation (except for (i) a Japanese designated financial institution
described in Article 6, paragraph 9 of the Special Taxation Measures Law of Japan (the "Special Taxation
Measures Law") which has complied with the requirements under that paragraph and (ii) a public corporation, a
financial institution or a financial instruments business operator, etc., as provided in Article 3-3, paragraph 6 of the
Special Taxation Measures Law which receives the interest payments through its payment handling agent in Japan
and complies with the requirement for tax exemption under that paragraph), or to an individual non-resident of
Japan or a non-Japanese corporation that in either case is a person having a special relationship (as described in
Article 6, paragraph 4 of the Special Taxation Measures Law) of Volkswagen Financial Services Japan Ltd. wil be
subject to deduction in respect of Japanese income tax at a rate of 15.315 per cent. (15 per cent. on or after 1
January 2038) of the amount of such interest.





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Table of Contents
Page
General Description of the Programme ...............................................................................................8
Risk Factors ......................................................................................................................................... 11
Risk Factors regarding the Issuers ......................................................................................... 11
Risk Factors regarding Volkswagen Financial Services AG ................................................ 11
Financial and business related risks ............................................................................ 11
Captive related risks ....................................................................................................... 18
Legal risks ....................................................................................................................... 21
Risks related to strategic decision................................................................................ 22
Economic dependencies ................................................................................................ 25
Regulatory risks .............................................................................................................. 26
Risk Factors regarding Volkswagen Leasing GmbH ............................................................. 28
Financial and business related risks ............................................................................ 28
Captive related risks ....................................................................................................... 33
Legal risks ....................................................................................................................... 35
Risks related to strategic decision................................................................................ 36
Economic dependencies ................................................................................................ 39
Regulatory risks .............................................................................................................. 39
Risk Factors regarding Volkswagen Financial Services N.V................................................ 42
Financial and business related risks ............................................................................ 42
Captive related risks ....................................................................................................... 45
Legal risks ....................................................................................................................... 46
Risks related to strategic decision................................................................................ 46
Economic dependencies ................................................................................................ 47
Regulatory risks .............................................................................................................. 47
Risk Factors regarding Volkswagen Financial Services Japan Ltd. ................................... 49
Financial and business related risks ............................................................................ 49
Captive related risks ....................................................................................................... 53
Legal risks ....................................................................................................................... 55
Risks related to strategic decision................................................................................ 56
Economic dependencies ................................................................................................ 57
Regulatory risks .............................................................................................................. 58
Risk Factors regarding Volkswagen Financial Services Australia Pty Limited.................. 60
Financial and business related risks ............................................................................ 60
Captive related risks ....................................................................................................... 64
Legal risks ....................................................................................................................... 66
Risks related to strategic decision................................................................................ 67
Economic dependencies ................................................................................................ 69
Regulatory risks .............................................................................................................. 69
Risk Factors regarding the Notes ............................................................................................ 71
Risks related to the payout of the Notes ...................................................................... 71
Risks related to an early termination ............................................................................ 72
Risks related to reference rates .................................................................................... 72
Risks related to the investment in the Notes ............................................................... 74
Risks related to tax matters ........................................................................................... 76
Volkswagen Financial Services AG as Issuer and Guarantor ........................................................ 77
Volkswagen Leasing GmbH as Issuer ............................................................................................... 87
Volkswagen Financial Services N.V. as Issuer ................................................................................ 91
Volkswagen Financial Services Japan Ltd. as Issuer ..................................................................... 95
Volkswagen Financial Services Australia Pty Limited as Issuer ................................................... 98


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Description of the Notes ................................................................................................................... 101
English Language Terms and Conditions ...................................................................................... 104
Option I. Terms and Conditions for Notes with fixed interest rates .................................. 104
Option II. Terms and Conditions for Notes with floating interest rates ............................. 122
Option III. Terms and Conditions for Notes with fixed to floating interest rates .............. 146
Deutsche Fassung der Anleihebedingungen ................................................................................. 172
Option I. Anleihebedingungen für Schuldverschreibungen mit fester Verzinsung ......... 172
Option II. Anleihebedingungen für Schuldverschreibungen mit variabler Verzinsung ... 194
Option III. Anleihebedingungen für Schuldverschreibungen mit fester zu variabler
Verzinsung ............................................................................................................................... 223
Guarantee ........................................................................................................................................... 254
Garantie .............................................................................................................................................. 256
FORM OF FINAL TERMS ................................................................................................................... 259
Part I.: CONDITIONS................................................................................................................ 262
Teil I.: BEDINGUNGEN ............................................................................................................ 262
[Option I. Notes with fixed interest rates .............................................................................. 263
Option I. Schuldverschreibungen mit fester Verzinsung .................................................... 263
[Option II. Notes with floating interest rates ........................................................................ 269
Option II. Schuldverschreibungen mit variabler Verzinsung ............................................. 269
[Option III. Notes with fixed to floating interest rates .......................................................... 275
Option III. Schuldverschreibungen mit fester zu variabler Verzinsung ............................. 275
Part II.: OTHER INFORMATION .............................................................................................. 282
Teil II.: WEITERE INFORMATIONEN ...................................................................................... 282
Use of Proceeds ................................................................................................................................ 292
Taxation .............................................................................................................................................. 293
Subscription and Sale ....................................................................................................................... 294
General Information .......................................................................................................................... 301
1. Responsibility Statement ................................................................................................... 301
2. Listing and Admission to Trading ..................................................................................... 301
3. Consent to use Prospectus ................................................................................................ 301
4. Interest of Natural and Legal Persons involved in the Issue/Offer ................................ 302
5. Authorisations ..................................................................................................................... 302
6. Publication of the Prospectus ........................................................................................... 302
7. Documents on Display ....................................................................................................... 303
8. Clearing Systems ................................................................................................................ 303
9. Ratings ................................................................................................................................. 303
10. Third party information ..................................................................................................... 304
11. Alternative Performance Measures ................................................................................. 304
Documents Incorporated by Reference .......................................................................................... 306
Address List ....................................................................................................................................... 313





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General Description of the Programme
1. General Information

Under this EUR 35,000,000,000 Debt Issuance Programme, VOLKSWAGEN FINANCIAL SERVICES
AKTIENGESELLSCHAFT ("Volkswagen Financial Services AG" or "VWFSAG"), Volkswagen Leasing
Gesel schaft mit beschränkter Haftung ("Volkswagen Leasing GmbH" or "VWLGMBH"), Volkswagen Financial
Services N.V. ("VWFSNV"), Volkswagen Financial Services Japan Ltd. ("VWFSJ") and Volkswagen Financial
Services Australia Pty Limited ("VWFSAL") may from time to time issue Notes to one or more of the fol owing
Dealers: Banco Bilbao Vizcaya Argentaria, S.A., Banco Santander, S.A., Barclays Bank Ireland PLC, Bayerische
Landesbank, BNP Paribas, BofA Securities Europe SA, Citigroup Global Markets Europe AG, Commerzbank
Aktiengesel schaft, Crédit Agricole Corporate and Investment Bank, Danske Bank A/S, Deutsche Bank
Aktiengesel schaft, Goldman Sachs Bank Europe SE, Mizuho Securities Europe GmbH, HSBC Continental Europe,
J.P. Morgan AG, Landesbank Baden-Württemberg, Lloyds Bank Corporate Markets Wertpapierhandelsbank GmbH,
MUFG Securities (Europe) N.V., NatWest Markets N.V., RBC Capital Markets (Europe) GmbH, Skandinaviska
Enskilda Banken AB (publ), Société Générale, The Toronto-Dominion Bank, UniCredit Bank AG or any additional
Dealer appointed under the Programme from time to time by the Issuer(s) (each a "Dealer" and together, the
"Dealers"), which appointment may be for a specific issue or on an ongoing basis.

The maximum aggregate principal amount of the Notes at any one time outstanding under the Programme wil not
exceed EUR 35,000,000,000 (or its equivalent in any other currency). The Issuers may increase the amount of the
Programme in accordance with the terms of the Dealer Agreement (as defined herein) from time to time.

The Notes may be issued on a continuing basis to one or more of the Dealers. Notes may be distributed by way of
public offer or private placements and, in each case, on a syndicated or non-syndicated basis. The method of
distribution of each Tranche will be stated in the relevant Final Terms. The Notes may be offered to qualified and
non-qualified investors, unless the applicable Final Terms include a legend entitled "PROHIBITION OF SALES TO
EEA RETAIL INVESTORS" and/or "PROHIBITION OF SALES TO UK RETAIL INVESTORS".

Each issue of Notes shal be made in series with a minimum aggregate principal amount of EUR 5,000,000 (or its
equivalent in any other currencies) or such smal er amount as agreed from time to time between the respective
Issuer and the respective Dealer for any individual series.

In case of Notes issued by VWFSAG, VWLGMBH, VWFSNV and VWFSAL, such Notes wil be issued in such
denominations as may be specified in the relevant Final Terms, save that the minimum denomination of the Notes
will be, if in euro, EUR 1,000 and, if in any currency other than euro, an amount in such other currency nearly
equivalent to EUR 1,000 at the time of the issue of the Notes. In case of Notes issued by VWFSJ, the minimum
denomination of the Notes will be, if in euro, EUR 100,000 and, if in any currency other than euro, an amount in
such other currency nearly equivalent to EUR 100,000 at the time of the issue of Notes.

Notes will be issued in tranches (each a "Tranche"), each Tranche consisting of Notes which are identical in al
respects. One or more Tranches, which are expressed to be consolidated and forming a single series and being
identical in al respects, but may have different issue dates, interest commencement dates, issue prices and/or
dates for first interest payments may form a series (each a "Series") of Notes. Further Notes may be issued as part
of existing Series.

VOLKSWAGEN FINANCIAL SERVICES AKTIENGESELLSCHAFT (the "Guarantor") has given its unconditional
and irrevocable Guarantee (the "Guarantee") for the due payment of the amounts corresponding to the principal of
and interest on the Notes issued by VWLGMBH, VWFSNV, VWFSJ or VWFSAL.

Notes may be issued at their principal amount or at a discount or premium to their principal amount as specified in
the applicable Final Terms.

Under the Programme, the Issuers wil not issue Notes where the redemption amount1 is determined by reference
to an underlying (including an underlying in the form of a security, an index, an interest rate or a basket of
underlyings).

Application has been made to the Commission, which is the Luxembourg competent authority for the purpose of
the Prospectus Regulation, for the approval of this Prospectus.

Application has been made to the Luxembourg Stock Exchange for Notes to be issued under this Prospectus to be
admitted to trading on the "regulated market of the Luxembourg Stock Exchange" which is a regulated market for





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the purposes of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets
in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU (recast), and to be listed on
the official list of the Luxembourg Stock Exchange. The Programme provides that Notes may be listed and traded
on any other stock exchange agreed between the relevant Issuer and the relevant Dealer(s) that may qualify as a
regulated market as indicated in the relevant Final Terms. Notes may also be issued without being listed.

Banque de Luxembourg, S.A. will act as Listing Agent. Citibank, N.A. will act as Issuing Agent and Principal Paying
Agent.
2. Issue Procedures
General

The Issuer and the relevant Dealer(s) will agree on the terms and conditions applicable to each particular Series of
Notes (the "Conditions"). The Conditions wil be constituted by the relevant set of Terms and Conditions of the
Notes set forth below (the "Terms and Conditions") as further specified by the Final Terms (the "Final Terms") as
described below.
Options for sets of Terms and Conditions

A separate set of Terms and Conditions applies to each type of Notes, as set forth below. The Final Terms provide
for the Issuer to choose between the fol owing Options:

- Option I ­ Terms and Conditions for Notes with fixed interest rates;

- Option II ­ Terms and Conditions for Notes with floating interest rates;

- Option III ­ Terms and Conditions for Notes with fixed to floating interest rates;

Documentation of the Conditions

The Issuer may document the Conditions of an individual Series of Notes either as Replication Conditions or as
Reference Conditions whereas:

- "Replication Conditions" means that the provisions of the set of Terms and Conditions in the form replicated
and completed in Part I. of the Final Terms shal constitute the Conditions. The Final Terms shal determine which
of Option I, II or III of the Terms and Conditions respectively, shal be applicable to the individual Series of Notes
by replicating the relevant provisions and completing the relevant placeholders of the relevant set of Terms and
Conditions as set out in the Prospectus in the Final Terms. The replicated and completed provisions of the set of
Terms and Conditions alone shal constitute the Conditions, which will be attached to each global note representing
the Notes of the relevant Series. Replication Conditions wil be required where the Notes are publicly offered, in
whole or in part, or are to be initial y distributed, in whole or in part, to non-qualified investors.

- "Reference Conditions" means that the provisions in Part I of the Final Terms that specify and complete the
relevant set of Terms and Conditions and the relevant set of Terms and Conditions as set out in the Prospectus,
taken together shal constitute the Conditions. The Final Terms shal determine which of Option I, II or III of the
Terms and Conditions are applicable to the individual Series by referring to the relevant provisions of the relevant
set of Terms and Conditions as set out in the Prospectus only. The provisions of the Final Terms and the relevant
set of Terms and Conditions as set out in the Prospectus, taken together, shal constitute the Conditions. Each
global note representing a particular Series of Notes will have the Final Terms and the relevant set of Terms and
Conditions as set out in the Prospectus attached.
Determination of Options / Completion of Placeholders

The Final Terms shal determine which of Option I, II or III shal be applicable to the individual Series of Notes. Each
of the sets of Terms and Conditions of Option I, II, III contains also certain further options (characterised by indicating
the respective optional provision through instructions and explanatory notes set out in square brackets within the
text of the relevant set of Terms and Conditions as set out in the Prospectus) as wel as placeholders (characterised
by square brackets which include the relevant items) which wil be determined by the Final Terms as fol ows:

Determination of Options

The Issuer wil determine which options wil be applicable to the individual Series either by replicating the relevant
provisions in the Final Terms or by reference of the Final Terms to the respective sections of the relevant set of
Terms and Conditions as set out in the Prospectus. If the Final Terms do not refer to an alternative or optional
provision or such alternative or optional provision is not replicated therein it shal be deemed to be deleted from the
Conditions.


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Completion of Placeholders

The Final Terms will specify the information with which the placeholders in the relevant set of Terms and Conditions
will be completed taking into account the categorisation requirements in the Commission Delegated Regulation (EU)
2019/980 of 14 March 2019 (the "Commission Delegated Regulation"). In the case the provisions of the Final
Terms and the relevant set of Terms and Conditions, taken together, shal constitute the Conditions the relevant
set of Terms and Conditions shal be deemed to be completed by the information contained in the Final Terms as
if such information were inserted in the placeholders of such provisions. All instructions and explanatory notes and
text set out in square brackets in the relevant set of Terms and Conditions and any footnotes and explanatory text
in the Final Terms wil be deemed to be deleted from the Conditions.

All instructions and explanatory notes and text set out in square brackets in the relevant set of Terms and Conditions
and any footnotes and explanatory text in the Final Terms wil be deemed to be deleted from the Conditions.
Controlling Language

As to the controlling language of the respective Conditions, the Issuer anticipates that, in general, subject to any
stock exchange or legal requirements applicable from time to time, and unless otherwise agreed between the Issuer
and the relevant Dealer(s): in the case of Notes publicly offered, in whole or in part, in the Federal Republic of
Germany or distributed, in whole or in part, to non-qualified investors in the Federal Republic of Germany, German
will be the control ing language. If, in the event of such public offer or distribution to non-qualified investors, however,
English is chosen as control ing language, a German language translation of the Conditions will be available from
the respective offices of the Paying Agent in the Federal Republic of Germany and the Issuer, and in the case of
Notes issued by VWLGMBH, VWFSNV, VWFSJ or VWFSAL, the Guarantor, as specified under Address List on
page 313 ­ 317 of this Prospectus.