Obligation Volksfinance International N.V. 2% ( XS0909788290 ) en EUR

Volksfinance International N.V.

100 % ▼

Allemagne

XS0909788290 ( en EUR )

2% par an ( paiement annuel )

25/03/2021 - Obligation échue

Prospectus brochure de l'obligation Volkswagen International Finance N.V XS0909788290 en EUR 2%, échue

1 000 EUR

1 000 000 000 EUR

Volkswagen International Finance N.V. est une société financière basée aux Pays-Bas, filiale du groupe Volkswagen, gérant les activités de financement et de leasing pour le constructeur automobile à l'échelle internationale.

L'Obligation émise par Volksfinance International N.V. ( Allemagne ) , en EUR, avec le code ISIN XS0909788290, paye un coupon de 2% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 25/03/2021

May 6, 2020
This document constitutes four base prospectuses for the purposes of Article 8(1) of Regulation (EU) 2017/1129,
as amended ("Prospectus Regulation"): (i) the base prospectus of Volkswagen Aktiengesellschaft in respect of
non-equity securities within the meaning of Article 2 (c) of the Prospectus Regulation ("Non-Equity Securities"),
(ii) the base prospectus of Volkswagen International Finance N.V. in respect of Non-Equity Securities, (iii) the
base prospectus of VW Credit Canada Inc./Crédit VW Canada Inc. in respect of Non-Equity Securities and (iv) the
base prospectus of Volkswagen Group of America Finance, LLC in respect of Non-Equity Securities (together, the
"Debt Issuance Programme Prospectus" or the "Prospectus").

Volkswagen Aktiengesellschaft
Wolfsburg, Germany
as Issuer and as Guarantor for Notes issued by
Volkswagen International Finance N.V.
Amsterdam, The Netherlands
VW Credit Canada, Inc. / Crédit VW Canada, Inc.
St.-Laurent, Québec, Canada
Volkswagen Group of America Finance, LLC
Herndon, Virginia, USA
(formed in Delaware)

30,000,000,000
Debt Issuance Programme

Arranger
Barclays
Dealers
Barclays
BNP PARIBAS
BofA Securities
Crédit Agricole CIB
Citigroup
Commerzbank
Deutsche Bank
Goldman Sachs Bank Europe SE
HSBC
ING
J.P. Morgan
Mizuho Securities
Société Générale
NatWest Markets
RBC Capital Markets
Corporate & Investment
Banking
TD Securities
UniCredit Bank

Application has been made to the Commission de Surveillance du Secteur Financier of the Grand Duchy of
Luxembourg (the "Commission"), which is the Luxembourg competent authority for the purposes of the approval
of the Debt Issuance Programme Prospectus under the Prospectus Regulation.
Application has been made to the Luxembourg Stock Exchange to list notes to be issued under the programme
(the "Programme") (the "Notes") on the official list of the Luxembourg Stock Exchange and to admit Notes to
trading on the regulated market of the Luxembourg Stock Exchange, which is a regulated market for the purposes
of Directive 2014/65/EU of the European Parliament and of the Council of May 15, 2014 on markets in financial
instruments and amending Directive 2002/92/EC and Directive 2011/61/EU, as amended ("MiFID II"). Notes
issued under the Programme may also be listed on further or other stock exchanges or may not be listed at all.
The Notes and Guarantee have not been and will not be registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), or with any securities regulatory authority of any State or other jurisdiction of the
United States and are being sold pursuant to an exemption from the registration requirements of the Securities Act.
The Notes will be issued in bearer form and are subject to certain U.S. tax law requirements. Subject to certain
exceptions, Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit
of, U.S. persons as defined in Regulation S under the Securities Act ("Regulation S") and the Internal Revenue
Code of 1986, as amended (the "Code") and the rules and regulations thereunder. Subject to certain limited
exceptions, the Notes are being offered and sold only to non-U.S. persons in reliance on Regulation S and may not
be legally or beneficially owned at any time by any U.S. person. For a description of certain restrictions on offers
and sales of Notes and on distribution of this Prospectus or any Final Terms or any other offering material relating
to the Notes, see "Subscription and Sale - Selling Restrictions". The Notes and Guarantee have not been approved
or disapproved by the U.S. Securities and Exchange Commission (the "SEC"), any State securities commission in
the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or
endorsed the merits of the offering of the Notes or the accuracy or adequacy of this Prospectus. Any representation
to the contrary is a criminal offence in the United States.
This Prospectus will be published in electronic form on the website of the Luxembourg Stock Exchange
(www.bourse.lu) and the website of Volkswagen Aktiengesellschaft (www.volkswagenag.com).

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RESPONSIBILITY STATEMENT
Volkswagen Aktiengesellschaft ("Volkswagen AG", "VWAG" or the "Guarantor") with its registered office in
Wolfsburg, Germany, Volkswagen International Finance N.V. ("VIF") with its registered office in Amsterdam,
The Netherlands, VW Credit Canada, Inc. / Crédit VW Canada, Inc. ("VCCI") with its registered office in St.-
Laurent, Québec, Canada and Volkswagen Group of America Finance, LLC ("VWGoAF") with its registered
office in Delaware, USA and with its principal place of business in Herndon, Virginia, USA (each an "Issuer" and
together the "Issuers") accept responsibility for the information given in this Prospectus. References to
"Volkswagen" or the "Volkswagen Group" are to VWAG together with its consolidated subsidiaries, including
VIF, VCCI and VWGoAF.
Each Issuer hereby declares that, having taken all reasonable care to ensure that such is the case, the information
contained in this Prospectus for which it is responsible is, to the best of its knowledge, in accordance with the facts
and contains no omission likely to affect its import.
NOTICE
This Prospectus should be read and understood in conjunction with any supplement thereto and with any other
document incorporated herein by reference. Full information on each Issuer and any tranche of notes is only
available on the basis of the combination of this Prospectus and the relevant final terms (the "Final Terms").
The Issuers have confirmed to Barclays Bank Ireland PLC (the "Arranger") and to the Dealers (as defined herein)
that this Prospectus contains all information with regard to the Issuers, the Guarantor, the Notes and the Guarantee
which is material in the context of the Programme and the issue and offering of Notes thereunder; that the
information contained in this Prospectus is accurate and complete in all 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 Issuers, the Guarantor, the Notes or the Guarantee, the omission of
which would make any statement, whether fact or opinion, in this Prospectus misleading in any material respect;
and that all reasonable enquiries have been made to ascertain all facts and to verify the accuracy of all statements
contained herein.
No person has been authorised to give any information which is not contained in or not consistent with this
Prospectus or 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 until its expiration on May 6, 2021 and this Prospectus and any supplement hereto as well
as any Final Terms reflect the status as of their respective dates of issue. There is no obligation to supplement this
Prospectus in the event of significant new factors, material mistakes or material inaccuracies when this Prospectus
is no longer valid. 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 to 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 where approval by the
Commission of any such document is required, upon such approval having been given.
To the extent permitted by the laws of any relevant jurisdiction, neither the Arranger nor any Dealer nor any other
person mentioned in this Prospectus, excluding the Issuers and the Guarantor, is responsible for the information
contained in this Prospectus or any supplement hereof, 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 Commission has only approved this Prospectus as meeting the standards of completeness, comprehensibility
and consistency imposed by the Prospectus Regulation. Such an approval should not be considered as an
endorsement of the Guarantor, any of the Issuers or the quality of any Notes that are the subject of this Prospectus.
Neither does the Commission give any undertaking as to the economic and financial soundness of the operation
or the quality or solvency of the Guarantor or any of the Issuers pursuant to Article 6(4) of the Luxembourg law
of July 16, 2019 on prospectuses for securities (Loi du 16 juillet 2019 relative aux prospectus pour valeurs
- iii -

mobilières) by approving this Prospectus. Prospective investors should make their own assessment as to the
suitability of investing in the Notes.
Any websites included in this Prospectus, except for the websites specified in the context of the documents
incorporated by reference, are for information purposes only and do not form part of this Prospectus and have not
been scrutinized or approved by the Commission.
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, Canada, the United Kingdom ("UK"), Japan, People's Republic of
China, Hong Kong, Singapore and Switzerland, see "Selling Restrictions". In particular, offer and sale of the Notes
have not been and will not be registered under 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 U.S. persons. The Notes have also not been, and will not be, qualified for sale under
the securities laws of any province or territory of Canada and the Notes may not be offered, sold or delivered,
directly or indirectly, in Canada or to, or for the benefit of any resident of Canada unless in accordance with all
applicable Canadian provincial and/or territorial securities laws, or an available exemption therefrom.
The language of this Prospectus is English. Any part of this Prospectus in the German language constitutes a
translation. In respect of the issue of any Tranche of Notes under the Programme, the German text of the Terms
and Conditions may be controlling and binding if so specified in the relevant Final Terms. In respect of the
Guarantee, the German language version is always controlling and binding.
This Prospectus may only be used for the purpose for which it has been published.
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, the Dealer or Dealers (if any) named as the Stabilising
Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms may
over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level
higher 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 Stabilising Manager(s) (or person(s) acting on behalf of any Stabilising
Manager(s)) in accordance with all applicable laws and rules.
This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the
Notes offered hereby and does not constitute an offer to sell or a solicitation of an offer to buy any Notes offered
hereby to any person in any jurisdiction in which it is unlawful to make any such offer or solicitation to such
person.
FORWARD LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements, in particular statements using the words "believes",
"anticipates", "intends", "expects" or other similar terms. This applies in particular to statements under the captions
"Volkswagen AG as Issuer and Guarantor", "Volkswagen International Finance N.V. as Issuer", "Volkswagen
Group of American Finance, LLC as Issuer" and "VW Credit Canada, Inc. / Crédit VW Canada, Inc. as Issuer"
and statements elsewhere in this Prospectus relating to, among other things, the future financial performance,
potential synergies to be realized in connection with potential acquisitions, plans and expectations regarding
developments in the business of the Issuer, the Guarantor and the Volkswagen Group. These forward-looking
statements are subject to a number of risks, uncertainties, assumptions and other factors that may cause the actual
results, including the financial position and profitability of the Issuer and the Guarantor, to be materially different
from or worse than those expressed or implied by these forward-looking statements. Neither the Issuer nor the
Guarantor assume any obligation to update such forward-looking statements and to adapt them to future events or
developments.
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PRESENTATION OF FINANCIAL DATA
The audited consolidated financial statements of Volkswagen AG as of and for the years ended December 31,
2019 and December 31, 2018 (respectively, the "2019 Annual Financial Statements" and the "2018 Annual
Financial Statements", together, the "Annual Financial Statements") were prepared in accordance with
International Financial Reporting Standards, as adopted by the European Union ("IFRS"). The unaudited
condensed consolidated interim financial statements of Volkswagen AG as of and for the three-month period ended
March 31, 2020 (the "Interim Financial Statements" and, together with the Annual Financial Statements, the
"VWAG Financial Statements") were prepared on the basis of International Financial Reporting Standards
applicable to interim financial reporting as adopted by the European Union.
The audited financial statements of the VIF as of and for the years ended December 31, 2019 and December 31,
2018 (respectively, "Financial Statements 2019 of VIF" and the "Financial Statements 2018 of VIF", together
the "VIF Financial Statements") have been prepared by the VIF's management in accordance with "Dutch
GAAP", which term is used to indicate the whole body of authoritative Dutch accounting literature including the
Dutch Civil Code and the Framework and the Guidelines on Annual Reporting from the Dutch Accounting
Standards Board (collectively referred to as "Dutch GAAP").
The audited consolidated financial statements of VCCI as of and for the years ended December 31, 2019 and
December 31, 2018 (the "VCCI Financial Statements") were prepared in accordance with International Financial
Reporting Standards, as adopted by the International Accounting Standards Board.
The audited financial statements of VWGoAF for the financial year ended December 31, 2019 and 2018 (the
"VWGoAF Financial Statements" and together with the VWAG Financial Statements, the VIF Financial
Statements and the VCCI Financial Statements, the "Financial Statements") were prepared according to IFRS,
as adopted by the European Union.
Unless otherwise specified, the financial information analysis included or incorporated by reference in this
Prospectus is based on the Financial Statements. Where financial information in this Prospectus is labeled
"audited", it has been taken from the Financial Statements. The label "unaudited" is used to indicate that financial
information has not been taken from the Financial Statements but has been derived from the respective Financial
Statements or from VWAG's or the Issuers' accounting records or from management reporting and has not been
audited. As a result, not all figures may be comparable.
The financial information and related discussion and analysis included or incorporated by reference in this
Prospectus are presented in euro except as otherwise specified.
Gross margin, operating result, R&D ratio, capex as a percentage of sales revenue, capex, net cash flow and net
liquidity in the Automotive Division and operating return on sales are not recognized measures under IFRS ("Non-
GAAP measures") and should, for this reason, not be considered as an alternative to the applicable IFRS measures.
These Non-GAAP measures may not be comparable to similarly titled measures as presented by other companies
due to differences in the way of calculation.
CURRENCIES
In this Prospectus, all references to "" "Euro" or "EUR" are to the currency introduced at the start of the third
stage of the European economic and monetary union, and as defined in Article 2 of Council Regulation (EC) No
974/98 of May 3, 1998 on the introduction of the Euro, as amended, to "GBP" or "£" are to British pounds, the
official currency of the United Kingdom, to "USD" are to U.S. dollar, the official currency of the United States of
America, to "CAD" are to Canadian dollar, the official currency of Canada and references to "YEN" are to
Japanese yen, the official currency of Japan.
ROUNDING
Certain figures included in this Prospectus have been subject to rounding adjustments; accordingly, figures shown
for the same category presented in different tables may vary slightly and figures shown as totals in certain tables
may not be an arithmetic aggregation of the figures that precede them.
MiFID II 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, selling or recommending the Notes (a "distributor") should
take into consideration the target market assessment; however, a distributor subject to MiFID II is responsible for
- v -

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 under EU Delegated Directive 2017/593 (the "MiFID 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 will be a manufacturer for the purpose of the MiFID Product
Governance Rules. Furthermore, neither the Issuers, nor the Guarantor are manufacturers or distributors for the
purposes of MiFID II.
BENCHMARK REGULATION
The Final Terms in respect of any Notes offered on the basis of this Prospectus may specify that the interest
amounts payable under the relevant Notes may be calculated by reference to the Euro Interbank Offered
Rate ("EURIBOR"), which is currently provided by European Money Markets Institute ("EMMI"), London
Interbank Offered Rate ("LIBOR"), which is currently provided by ICE Benchmark Administration Limited
("IBA"), the Canadian Dollar Offered Rate ("CDOR"), which is currently provided by Refinitiv Benchmark
Services (UK) Ltd ("RBSL") or another benchmark. Where interest amounts payable under the relevant Notes
may be calculated by reference to another benchmark, the Final Terms in respect of such Notes will specify further
information on the administrator and the status of its registration pursuant to Regulation (EU) 2016/1011
(the "Benchmark Regulation").
As at the date of this Prospectus, EMMI, IBA and RBSL appear 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.
SINGAPORE SECURITIES AND FUTURES ACT PRODUCT CLASSIFICATION
The Final Terms in respect of any Notes may include a legend entitled "Singapore Securities and Futures Act
Product Classification" which will state the product classification of the Notes pursuant to section 309B(1) of the
Securities and Futures Act (Chapter 289 of Singapore) (the "SFA").
The Issuer will make a determination in relation to each issue about the classification of the Notes being offered
for purposes of section 309B(1)(a). Any such legend included on the relevant Pricing Supplement will constitute
notice to "relevant persons" for purposes of section 309B(1)(c) of the SFA.
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Table of Contents
GENERAL DESCRIPTION OF THE PROGRAMME .......................................................................................... 1
RISK FACTORS .................................................................................................................................................... 3
VOLKSWAGEN AG AS ISSUER AND GUARANTOR ................................................................................... 43
VOLKSWAGEN INTERNATIONAL FINANCE N.V. AS ISSUER .................................................................. 75
VOLKSWAGEN GROUP OF AMERICA FINANCE, LLC AS ISSUER .......................................................... 79
VW CREDIT CANADA, INC. / CRÉDIT VW CANADA, INC. AS ISSUER ................................................... 82
TERMS AND CONDITIONS OF THE NOTES .................................................................................................. 85
GUARANTEE AND NEGATIVE PLEDGE ..................................................................................................... 195
GARANTIE UND NEGATIVVERPFLICHTUNG ........................................................................................... 197
FORM OF FINAL TERMS ................................................................................................................................ 199
USE OF PROCEEDS.......................................................................................................................................... 218
TAXATION ........................................................................................................................................................ 219
GENERAL INFORMATION ............................................................................................................................. 228
SUBSCRIPTION AND SALE ............................................................................................................................ 231
SELLING RESTRICTIONS ............................................................................................................................... 232
DOCUMENTS INCORPORATED BY REFERENCE ...................................................................................... 238
NAMES AND ADDRESSES ............................................................................................................................. 243

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GENERAL DESCRIPTION OF THE PROGRAMME
This Overview constitutes a general description of the Programme for the purposes of Article 25(1) of Commission
Delegated Regulation (EU) No 2019/980.
General
Under this 30,000,000,000 Debt Issuance Programme, VWAG, VIF, VCCI and VWGoAF may from time to
time issue notes (the "Notes") to one or more of the following Dealers: Barclays Bank Ireland PLC, BNP
PARIBAS, Crédit Agricole Corporate and Investment Bank, Citigroup Global Markets Limited, Commerzbank
Aktiengesellschaft, Deutsche Bank Aktiengesellschaft, Goldman Sachs Bank Europe SE, HSBC Bank plc,
ING Bank N.V., J.P. Morgan Securities plc, Merrill Lynch International, Mizuho Securities Europe GmbH,
NatWest Markets N.V., RBC Europe Limited, Société Générale, The Toronto-Dominion Bank and 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 will not
exceed 30,000,000,000 (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 below) from time to time.
Notes issued by VIF, VCCI and VWGoAF will have the benefit of a Guarantee and Negative Pledge
(the "Guarantee") given by VWAG. The Guarantee constitutes an irrevocable, unsecured and unsubordinated
obligation of the Guarantor ranking pari passu with all other unsecured and unsubordinated obligations of the
Guarantor. There are no restrictions on the free transferability of the Notes.
The Notes may be issued on a continuing basis to one or more of the Dealers. Notes may be distributed by way of
bookbuilding 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 "Final Terms").
Notes will be issued in such denominations as may be agreed between the relevant Issuer and the relevant Dealer(s)
or purchaser(s) and as indicated in the applicable Final Terms, save that the minimum denomination of the Notes
will be, if in Euro, 100,000 and, if in any currency other than Euro, an amount in such other currency nearly
equivalent to 100,000 at the time of the issue of the Notes.
Notes will be issued with a term to maturity of 1 year at a minimum and 30 years at a maximum.
Notes will be issued in tranches (each a "Tranche"), each Tranche consisting of Notes which are identical in all
respects. One or more Tranches, which are expressed to be consolidated and forming a single series and being
identical in all respects, but having different issue dates, interest commencement dates, issue prices and/or dates
for first interest payment may form a series ("Series") of Notes. Further Notes may be issued as part of existing
Series. The specific terms of each Tranche will be set forth in the applicable Final Terms.
Notes may be issued at an issue price which is at par or at a discount to, or premium over par, as stated in the
relevant Final Terms.
Application has been made to the Luxembourg Stock Exchange for Notes to be issued under this Prospectus to be
listed on the official list of the Luxembourg Stock Exchange and to be admitted to trading on the "regulated
market of the Luxembourg Stock Exchange" which is a regulated market for the purposes of MiFID II. Notes
may also be listed on further or other stock exchanges or may be issued without being listed.
Notes will be accepted for clearing through one or more Clearing Systems as specified in the applicable
Final Terms. These systems will include those operated by Clearstream Banking AG ("CBF"),
Clearstream Banking S.A. ("CBL"), Euroclear Bank SA/NV ("Euroclear") and CDS Clearing and Depository
Services Inc. ("CDS").
The Notes will be issued in compliance with U.S. Treas. Reg. § 1.163-5(c)(2)(i)(D), or substantially identical
successor provisions (the "D-Rules") or U.S. Treas. Reg. § 1.163-5(c)(2)(i)(C), or substantially identical successor
provisions (the "TEFRA C Rules").
Citibank, N.A. and other institutions, all as indicated in the applicable Final Terms, will act as Paying Agents.
Citibank, N.A. will act as Fiscal Agent.
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Issue Procedures
General
The Issuer and the relevant Dealer(s) will agree on the terms and conditions applicable to each particular Tranche
of Notes (the "Conditions"). The Conditions will 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 provisions of the Final Terms
as set out 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 among the following Options:
Option I Terms and Conditions for Notes with fixed interest rates
Option II Terms and Conditions for Notes with floating interest rates
Documentation of the Conditions
The Issuer may document the Conditions of an individual issue of Notes in either of the following ways:
-- The Final Terms shall be completed as set out therein. The Final Terms shall determine which of Option I
or Option II, including certain further options contained therein, respectively, shall be applicable to the
individual issue of Notes by replicating the relevant provisions and completing the relevant placeholders of
the relevant set of Terms and Conditions as set out in this Prospectus in the Final Terms. The replicated
and completed provisions of the set of Terms and Conditions alone shall constitute the Conditions, which
will be attached to each global note representing the Notes of the relevant Tranche.
-- Alternatively, the Final Terms shall determine which of Option I or Option II and of the respective further
options contained in each of Option I or Option II are applicable to the individual issue by only referring to
the specific sections of the relevant set of Terms and Conditions as set out in this Prospectus. The Final
Terms will specify that the provisions of the Final Terms and the relevant set of Terms and Conditions as
set out in this Prospectus, taken together, shall constitute the Conditions. Each global note representing a
particular Tranche of Notes will have the Final Terms and the relevant set of Terms and Conditions as set
out in this Prospectus attached.
Determination of Options / Completion of Placeholders
The Final Terms shall determine which of Option I or Option II shall be applicable to the individual issue of Notes.
Each of the sets of Terms and Conditions of Option I or Option II contains also certain further options
(characterised by indicating the optional provision through instructions and explanatory notes set out either on the
left of or in the square brackets within the text of the relevant set of Terms and Conditions as set out in this
Prospectus) as well as placeholders (characterised by square brackets which include the relevant items) which will
be determined by the Final Terms as follows:
Determination of Options
The Issuer will determine which options will be applicable to the individual issue either by replicating the
relevant provisions in the Final Terms or by reference of the Final Terms to the sections of the relevant set
of Terms and Conditions as set out in this Prospectus. If the Final Terms do not replicate or refer to an
alternative or optional provision it shall be deemed to be deleted from the Conditions.
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. In case the provisions of the Final Terms and the relevant set of Terms and
Conditions, taken together, shall constitute the Conditions the relevant set of Terms and Conditions shall
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.
In that case, 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 will be deemed to be deleted from the
Conditions.
Controlling Language
The Issuer will elect either German or English to be the controlling language of the Conditions.
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RISK FACTORS
The following is a disclosure of risk factors that are material to the ability of VWAG, VIF, VCCI and VWGoAF
to fulfil their respective obligations under the Notes and, in case of VWAG, under the Guarantee, and of risk
factors that are material to the Notes issued under the Programme in order to assess the market risk associated
with these Notes. Prospective investors should consider these risk factors before deciding to purchase Notes
issued under the Programme.
The risks are not exhaustive. Prospective investors should consider all information provided in this Prospectus.
In addition, prospective investors should be aware that the risks described might combine and thus intensify
one another.
In addition, prospective investors should be aware that the described risks may result in a significant decrease
in the price of the Notes and investors could lose all or part of their investment.
Risk Factors regarding VIF, VCCI and VWGoAF
VIF, VCCI and VWGoAF are direct or indirect subsidiaries of VWAG. All Notes to be issued by VIF, VCCI and
VWGoAF are unconditionally and irrevocably guaranteed by VWAG in respect of principal and interest payments.
Accordingly, the ability of each of VIF, VCCI and VWGoAF to fulfil their obligations under the Notes is affected,
substantially, by the same risks as those that affect the business and operations of VWAG and/or its consolidated
subsidiaries. Therefore, references in this section to risk factors affecting VWAG and/or its consolidated
subsidiaries shall be considered risk factors affecting each of the Issuers (if applicable).
VWAG is subject to various risks resulting from changing economic, political, social, industry, business and
financial conditions. The principal risks which could affect VWAG's business, financial condition, profitability,
cash flows, results of operations and future business results are described below. In addition, risks that are not yet
known or assessed as not material can influence profitability, cash flows and financial position.
Risk Factors regarding Volkswagen Aktiengesellschaft and Volkswagen Group
Coronavirus impact
The recent outbreak of SARS-CoV-2 has had a material adverse effect on Volkswagen's business, affecting
sales, production and supply chains, and employees. Further, the spread of the SARS-CoV-2 outbreak has
caused and may continue to cause severe disruptions in the European and global economy and financial
markets and could potentially create widespread business continuity issues.
In December 2019, a novel strain of coronavirus ("SARS-CoV-2") was reported to have surfaced in Wuhan, China.
SARS-CoV-2 has since spread to numerous countries globally, including Volkswagen's primary markets and the
location of its principal operations, Germany and Europe as a whole and the United States. On March 11, 2020 the
World Health Organization declared SARS-CoV-2 a pandemic. The potential impact and duration of SARS-CoV-
2 or another pandemic could have sustained repercussions across regional and global economies, pushing some of
them into recessions, and financial markets.
The global impact of the outbreak continues to evolve rapidly and, as cases of the virus continue to be identified,
many countries, including China, the member states of the European Union and the United States, have reacted by
instituting quarantines and restrictions on travel. Such actions have caused a material deterioration of the global
economy and the financial markets, with serious negative consequences for both advanced economies and
emerging markets, including all of Volkswagen's core markets, disrupting global supply chains, severely
decreasing consumer demand and spending, and adversely impacting a number of industries, including the
automobile industry.
The effects of the SARS-CoV-2 outbreak have had and may continue to have a material adverse effect on
Volkswagen's business and results of operations, and, depending on the duration of the outbreak, national
responses, the resulting economic downturn, and the shape of any potential recovery could adversely impact
Volkswagen's ability to successfully operate in the future due to, among other factors:
·
depressed consumer demand, which has led to continued significant declines in vehicle sales in all
of Volkswagen's primary markets, adversely impacting Volkswagen's sales to retail and corporate
customers, which may be compounded by cancellations of lease and sales contracts due to the
economic downturn and import restrictions or other such measures intended to mitigate the economic
effects of the SARS-CoV-2 pandemic on national economies;
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