Volkswagen Group of America Finance, LLC VOLKSWAGEN

OFFERING MEMORANDUM CONFIDENTIAL 1NOV201219312434 Volkswagen Group of America Finance, LLC U.S.$2,000,000,000 consisting of U.S.$750,000,000 1.600% Guaranteed Notes due 2017, U.S.$750,000,000 2.450% Guaranteed Notes due 2019 and U.S.$500,000,000 Floating Rate Guaranteed Notes due 2017 With an unconditional and irrevocable guarantee as to payment of principal and interest from VOLKSWAGEN AKTIENGESELLSCHAFT The Notes will be issued by Volkswagen Group of America Finance, LLC (the ‘‘Issuer’’) and will be unconditionally and irrevocably guaranteed (the ‘‘Guarantee’’) by VOLKSWAGEN AKTIENGESELLSCHAFT (the ‘‘Company’’ or ‘‘Guarantor’’) (the ‘‘Offering’’). See ‘‘Form of Guarantee of the Notes’’. The Issuer is offering U.S.$750,000,000 Guaranteed Notes due 2017 (the ‘‘A Notes’’) that will bear interest at a rate of 1.600% per year, U.S.$750,000,000 Guaranteed Notes due 2019 (the ‘‘B Notes’’) that will bear interest at a rate of 2.450% per year and U.S.$500,000,000 Floating Rate Guaranteed Notes due 2017 (the ‘‘C Notes’’ and, together with the A Notes and the B Notes, the ‘‘Notes’’). Interest on the A Notes and the B Notes will be payable semi-annually in arrears on May 20 and November 20 of each year, commencing on May 20, 2015. Interest on the C Notes will bear interest at a floating interest rate of U.S.$ LIBOR plus 0.44% per annum and be payable quarterly in arrears on February 20, May 20, August 20 and November 20 of each year, commencing on February 20, 2015, as described in this offering memorandum (the ‘‘Offering Memorandum’’). The A Notes will mature on November 20, 2017, the B Notes will mature on November 20, 2019 and the C Notes will mature on November 20, 2017. The Issuer may, at its option, redeem the A Notes or the B Notes in whole or in part, on a pro rata basis across such series, at any time as further provided in ‘‘Terms and Conditions of the Notes — Redemption, Purchase and Cancellation — Redemption at the Option of the Issuer’’. The Issuer may also redeem the A Notes, the B Notes, the C Notes or all the Notes at the Issuer’s option, in whole but not in part, at 100% of their principal amount then outstanding plus accrued interest if certain tax events occur as described in this Offering Memorandum. The Issuer does not intend to apply to list the Notes on any securities exchange. Investing in the Notes involves risks. See ‘‘Risk Factors’’ beginning on page 11. The Notes and the Guarantee have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the ‘‘Securities Act’’), or the securities laws of any other place. The Issuer has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended (the ‘‘Investment Company Act’’), in reliance on the exemption set forth in Section 3(c)(7) thereof. Accordingly, the Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as such term is defined under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in a transaction that does not cause the Issuer to be required to register under the Investment Company Act. The Notes may be offered and sold only (1) to a person who is both a qualified institutional buyer (a ‘‘Qualified Institutional Buyer’’) (as defined in Rule 144A under the Securities Act (‘‘Rule 144A’’)) and a qualified purchaser (a ‘‘Qualified Purchaser’’) (as defined in Section 2(a)(51) of the Investment Company Act and related rules), in each case purchasing for its own account or the account of a Qualified Institutional Buyer who is also a Qualified Purchaser as to which the purchaser exercises sole investment discretion, in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A; or (2) to a non-U.S. person (as defined in the Securities Act) in offshore transactions in reliance on Regulation S under the Securities Act (‘‘Regulation S’’), and in each case, in accordance with any other applicable law. Prospective purchasers are hereby notified that the seller of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Each purchaser and transferee of the Notes, in making its purchase, will be subject to certain restrictions and must be able to make and will be deemed to have made certain acknowledgements, representations and agreements, for itself and for each account for which it is purchasing, as set forth under ‘‘Purchase and Transfer Restrictions’’. The Notes are not transferable except in accordance with the restrictions described under ‘‘Purchase and Transfer Restrictions’’. Issue Price: 99.933% of the principal amount of the A Notes, 99.776% of the principal amount of the B Notes and 100% of the principal amount of the C Notes The Notes sold in the United States to Qualified Institutional Buyers that are also Qualified Purchasers will initially be represented by beneficial interests in one or more global notes in registered form without interest coupons (the ‘‘Rule 144A Global Notes’’), which will be deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (‘‘DTC’’). Beneficial interests in a Rule 144A Global Note will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants. Notes sold in reliance on Regulation S will initially be represented by beneficial interests in one or more global notes in registered form without interest coupons (the ‘‘Regulation S Global Notes’’), which will be deposited with, and registered in the name of a nominee for, a common depositary for Euroclear Bank SA/NV, as operator of the Euroclear System (‘‘Euroclear’’) and Clearstream Banking, societ´ e´ anonyme (‘‘Clearstream, Luxembourg’’). Beneficial interests in a Regulation S Global Note will be shown on, and transfers thereof will be effected only through, records maintained by Euroclear or Clearstream, Luxembourg. See ‘‘Book-Entry, Delivery and Form’’. The Initial Subscribers (as defined below in the section entitled ‘‘Plan of Distribution’’) expect to deliver the Notes against payment in immediately available funds on or about November 20, 2014. Joint Book-Running Managers Barclays HSBC J.P. Morgan Mizuho Securities The date of this Offering Memorandum is November 12, 2014 Unless otherwise indicated or the context otherwise requires, references in this Offering Memorandum to the ‘‘Issuer’’ are to Volkswagen Group of America Finance, LLC, references to the ‘‘Company’’, the ‘‘Guarantor’’ or ‘‘Volkswagen AG’’ are to VOLKSWAGEN AKTIENGESELLSCHAFT, and references to ‘‘Volkswagen’’, the ‘‘Volkswagen Group’’, ‘‘we’’, ‘‘us’’ and ‘‘our’’ are to VOLKSWAGEN AKTIENGESELLSCHAFT together with its consolidated subsidiaries, including the Issuer. For the definition of other terms used throughout this Offering Memorandum, see ‘‘Presentation of Financial and Other Information’’. TABLE OF CONTENTS CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ................. v ENFORCEABILITY OF LIABILITIES AND SERVICE OF PROCESS ...................... vii PRESENTATION OF FINANCIAL AND OTHER INFORMATION ........................ viii ADDITIONAL INFORMATION AND REPORTING ................................. x 1. SUMMARY....................................................... 1 2. RISK FACTORS .................................................... 11 3. USE OF PROCEEDS ................................................. 34 4. CAPITALIZATION ................................................... 35 5. SELECTED CONSOLIDATED FINANCIAL AND OPERATING INFORMATION ......... 36 6. DEVELOPMENTS SINCE JANUARY 1, 2014 AND OUTLOOK .................... 39 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS .......................................... 61 8. THE ISSUER ...................................................... 107 9. BUSINESS OF THE VOLKSWAGEN GROUP ................................ 108 10. REGULATION ...................................................... 141 11. MAJOR SHAREHOLDERS ............................................. 154 12. RELATED PARTY TRANSACTIONS ....................................... 155 13. BOARD OF MANAGEMENT AND SUPERVISORY BOARD ...................... 158 14. EXCHANGE RATE INFORMATION ....................................... 172 15. TERMS AND CONDITIONS OF THE NOTES ................................ 173 16. FORM OF GUARANTEE OF THE NOTES .................................. 191 17. BOOK-ENTRY, DELIVERY AND FORM .................................... 193 18. TAX CONSIDERATIONS .............................................. 200 19. PLAN OF DISTRIBUTION ............................................. 205 20. PURCHASE AND TRANSFER RESTRICTIONS ............................... 210 21. LEGAL MATTERS ................................................... 215 22. INDEPENDENT AUDITORS ............................................ 216 INDEX TO THE FINANCIAL STATEMENTS ...................................... F-1 i IMPORTANT NOTICE You should rely only on the information contained in this Offering Memorandum. Neither the Issuer nor Volkswagen Aktiengesellschaft nor any other person has authorized anyone to provide you with different information. None of the Issuer, Volkswagen Aktiengesellschaft or the Initial Subscribers is making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information contained

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