Obbligazione Volkswagon 5.375% ( XS0168881760 ) in EUR

Volkswagon

100 EUR ▼

Germania

XS0168881760 ( in EUR )

5.375% per anno ( pagato 1 volta l'anno)

22/05/2018 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Volkswagen XS0168881760 in EUR 5.375%, scaduta

1 000 EUR

500 000 000 EUR

Volkswagen è un'azienda automobilistica tedesca multinazionale, uno dei maggiori produttori di auto al mondo, nota per una vasta gamma di veicoli, da city car a SUV, e per le sue numerose marche, tra cui Audi, Skoda, Seat e Bentley.

The Obbligazione issued by Volkswagon ( Germany ) , in EUR, with the ISIN code XS0168881760, pays a coupon of 5.375% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 22/05/2018

December 1, 2021
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.
Ajax, Ontario, 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

This Prospectus has been approved by the Commission de Surveillance du Secteur Financier of the Grand Duchy
of Luxembourg (the "CSSF"), 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 "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 and documents incorporated by reference 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). This Prospectus is valid until December 1, 2022 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.

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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 Ajax,
Ontario, 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.
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
CSSF 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 CSSF 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 CSSF 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 mobilières) by approving
this Prospectus. Prospective investors should make their own assessment as to the suitability of investing in the
Notes.
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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 CSSF.
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.
NOTICE TO CANADIAN INVESTORS The Notes may be sold only to purchasers purchasing, or deemed to
be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus
Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National
Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the
Notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus
requirements of applicable securities laws, see "Selling Restrictions - Canada". Securities legislation in certain
provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this
Prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for
rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation
of the purchaser's province or territory. The purchaser of Notes issued by an Issuer other than VCCI should refer
to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of
these rights or consult with a legal adviser.
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
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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 respective 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 respective Issuer and the Guarantor, to
be materially different from or worse than those expressed or implied by these forward-looking statements. None
of the Issuers nor the Guarantor assume any obligation to update such forward-looking statements and to adapt
them to future events or developments.
PRESENTATION OF FINANCIAL DATA
The audited consolidated financial statements of Volkswagen AG as of and for the years ended December 31,
2020 and December 31, 2019 (respectively, the "2020 Annual Financial Statements" and the "2019 Annual
Financial Statements", and 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 nine-month period ended
September 30, 2021 (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 VIF as of and for the year ended December 31, 2020 (the "Financial
Statements 2020 of VIF"), the audited financial statements of VIF as of and for the year ended December 31, 2019
(the "Financial Statements 2019 of VIF") and the unaudited financial report of VIF for the six months ended
June 30, 2021 (the "Financial Report June 2021 of VIF" and together with the Financial Statements 2020 of VIF
and the Financial Statements 2019 of VIF, 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, 2020 and
December 31, 2019 (the "VCCI Financial Statements") were prepared in conformity with International Financial
Reporting Standards as issued by the International Accounting Standards Board.
The audited financial statements of VWGoAF as of and for the financial years ended December 31, 2020 and 2019
(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 in conformity with
International Financial Reporting Standards as issued by the International Accounting Standards Board.
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 the tables in this Prospectus is
labeled "audited", it has been taken from the Financial Statements. The label "unaudited" is used to indicate that
financial information in the tables of this Prospectus 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, research and development ratio ("R&D ratio") in the Automotive Division, capex
in the Automotive Division, capex as a percentage of sales revenue in the Automotive Division, net cash flow in
the Automotive Division and net liquidity in the Automotive Division and operating return on sales are not
recognized financial measures under IFRS ("Non-GAAP measures") and should, for this reason, not be
considered as an alternative to the applicable IFRS financial measures. These Non-GAAP measures may not be
comparable to similarly titled financial 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 "$", "U.S.$" and "USD" are to U.S. dollar, the official currency of the
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United States of America, to "CAD" or "C.$" are to Canadian dollar, the official currency of Canada, to "AUD"
are to Australian dollar 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
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, as amended (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.
UK MIFIR PRODUCT GOVERNANCE
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 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 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 will be a manufacturer for the purpose of
the UK MIFIR Product Governance Rules. Furthermore, neither the Issuers, nor the Guarantor are manufacturers
or distributors for the purposes of the UK MIFIR Product Governance Rules.
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 Sterling Overnight Index Average ("SONIA"), which is currently provided by the Bank of England
("BoE") 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 (as
amended, the "Benchmark Regulation").
As at the date of this Prospectus, EMMI does appear whereas IBA and RBSL do not 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. As far as the Issuers are aware, the transitional
provisions in Article 51 of the BMR apply, such that IBA and RBSL are not currently required to obtain
authorisation, registration, recognition, endorsement or equivalence.
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PRODUCT CLASSIFICATION PURSUANT TO SECTION 309B OF THE SECURITIES AND
FUTURES ACT (CHAPTER 289 OF SINGAPORE)
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 and provide the appropriate written notification to "relevant persons" in
relation to each issue about the classification of the Notes being offered for purposes of section 309B(1)(a) and
section 309B(1)(c) of the SFA.
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Table of Contents
1.
GENERAL DESCRIPTION OF THE PROGRAMME .............................................................................. 1
2.
RISK FACTORS ......................................................................................................................................... 4
3.
VOLKSWAGEN AG AS ISSUER AND GUARANTOR ....................................................................... 49
4.
VOLKSWAGEN INTERNATIONAL FINANCE N.V. AS ISSUER ...................................................... 83
5.
VOLKSWAGEN GROUP OF AMERICA FINANCE, LLC AS ISSUER .............................................. 88
6.
VW CREDIT CANADA, INC. / CRÉDIT VW CANADA, INC. AS ISSUER ....................................... 91
7.
TERMS AND CONDITIONS OF THE NOTES ...................................................................................... 94
8.
GUARANTEE AND NEGATIVE PLEDGE ......................................................................................... 213
9.
GARANTIE UND NEGATIVVERPFLICHTUNG ............................................................................... 215
10.
FORM OF FINAL TERMS .................................................................................................................... 217
11.
USE OF PROCEEDS .............................................................................................................................. 238
12.
TAXATION WARNING ........................................................................................................................ 239
13.
GENERAL INFORMATION ................................................................................................................. 240
14.
SUBSCRIPTION AND SALE ................................................................................................................ 244
15.
SELLING RESTRICTIONS ................................................................................................................... 245
16.
DOCUMENTS INCORPORATED BY REFERENCE .......................................................................... 250
17.
NAMES AND ADDRESSES ................................................................................................................. 256

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1.
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 as amended.
1.1
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,
BofA Securities Europe SA, Crédit Agricole Corporate and Investment Bank, Citigroup Global Markets Europe
AG, Commerzbank Aktiengesellschaft, Deutsche Bank Aktiengesellschaft, Goldman Sachs Bank Europe SE,
HSBC Continental Europe, ING Bank N.V., J.P. Morgan AG, Mizuho Securities Europe GmbH, NatWest Markets
N.V., RBC Capital Markets (Europe) GmbH, 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. will act as Paying Agent.
Citibank, N.A. will act as Fiscal Agent.
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1.2
Issue Procedures
1.2.1
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.
1.2.2
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
1.2.3
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.
1.2.4
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:
1.2.4.1 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.
1.2.4.2 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.
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