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Volkswagen Aktiengesellschaft Wolfsburg, Germany As Issuer And Dated 30 September 2010 This document constitutes four base prospectuses for the purposes of Article 5.4 of Directive 2003/71/EC: (i) the base prospectus of Volkswagen Aktiengesellschaft in respect of non-equity securities within the meaning of Art. 22 No. 6 (4) of the Commission Regulation (EC) No. 809/2004 of 29 April 2004 ("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, Inc. in respect of Non- Equity Securities and (iv) the base prospectus of VW Credit Canada Inc./Crédit VW Canada, Inc. 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, Inc. Herndon, Virginia, USA (incorporated in Delaware) VW Credit Canada, Inc. / Crédit VW Canada, Inc. St.-Laurent, Québec, Canada € 25,000,000,000 Debt Issuance Programme Arranger Deutsche Bank Dealers Barclays Capital BayernLB BNP PARIBAS Crédit Agricole CIB Citi Commerzbank Deutsche Bank DZ BANK AG HSBC Landesbank Baden- ING Commercial Banking J.P. Morgan Württemberg Société Générale SEB Corporate & Investment The Royal Bank of Scotland Banking 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 purpose of Directive 2003/71/EC (the "Prospectus Directive"), for the approval of this Prospectus. Application has been made to the Luxembourg Stock Exchange for notes ("Notes") issued under this Prospectus 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 all. Each Issuer has requested the Commission to provide the competent authorities in the United Kingdom of Great Britain and Northern Ireland, the Republic of Ireland, the Republic of Austria, the Federal Republic of Germany and of The Netherlands with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Loi relative aux prospectus pour valeurs mobilières which implements the Prospectus Directive into Luxembourg law ("Notification"). Each Issuer may request the Commission to provide competent authorities in additional Member States within the European Economic Area with a Notification. The offer and sale of 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 are subject to 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"). The Notes are being offered and sold only to non-U.S. persons in reliance on Regulation S. 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 will be published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu) and the website of Volkswagen Aktiengesellschaft (www.volkswagen.de). This Prospectus replaces the Prospectus last updated 7 October 2009. It is valid for a period of 12 months from its date of publication. Responsibility Statement Volkswagen Aktiengesellschaft ("VWAG" or the "Guarantor") with its registered office in Wolfsburg/Germany, Volkswagen International Finance N.V. ("VIF") with its registered office Amsterdam/The Netherlands, VW Credit, Inc. ("VCI") with its registered office in Delaware, USA and its principal place of business in Herndon, Virginia, USA and VW Credit Canada, Inc. / Crédit VW Canada, Inc. ("VCCI") with its registered office in St.-Laurent, Québec, Canada (each an "Issuer" and together the "Issuers") accept responsibility for the information given in this Prospectus. 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 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 all 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 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 Issuer, the Guarantor or the Notes, 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 for 12 months following its date of publication and this Prospectus and any supplement hereto as well as any Final Terms reflect the status as of their respective dates of issue. 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 as set forth on the cover page (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 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 European Economic Area, The Netherlands the United States of America, Canada, the United Kingdom and Japan, see "Selling Restrictions". In particular, offer and sale of the Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, 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 language of the 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.
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