Truck & Bus GmbH: Cash Compensation Offer to the Outside Shareholders of MAN SE

  Truck & Bus GmbH: Cash Compensation Offer to the Outside Shareholders of MAN
  SE

Business Wire

WOLFSBURG, Germany -- July 22, 2013

                               Truck & Bus GmbH

                                  Wolfsburg

                           Cash Compensation Offer

                        to the outside shareholders of

                                    MAN SE

                                    Munich

         under the domination and profit and loss transfer agreement

       – ISIN DE0005937007 / WKN 593700 (MAN bearer common shares) and

   ISIN DE0005937031 / WKN 593703 (MAN bearer nonvoting preferred shares) –

Truck & Bus GmbH, Wolfsburg, and MAN SE, Munich, on 26 April 2013 entered into
a domination and profit and loss transfer agreement („Agreement“) pursuant to
section291 para. 1 German Stock Corporation Act (Aktiengesetz), based on
which MAN SE submits the management control of its company to Truck & Bus GmbH
and undertakes to transfer its entire annual profits for the fiscal year 2014
and the subsequent fiscal years to Truck & Bus GmbH. The shareholder’s meeting
of Truck & Bus GmbH has approved the Agreement on 25 April 2013. The general
shareholders‘ meeting of MAN SE has approved the Agreement on 6 June 2013. The
Agreement has become effective with its registration in the commercial
register at the local court (Amtsgericht) of Munich at the seat of MAN SE on
16 July 2013. In the Agreement Truck & Bus GmbH has undertaken to acquire upon
demand of each of the MAN SE’s outside shareholders their bearer shares, each
representing a mathematical portion of EUR2.56 in the share capital (“MAN
Share”), i.e. each bearer common share representing a mathematical portion of
EUR 2.56 in the share capital (“MAN Common Share”) as well as each bearer
nonvoting preferred share representing a mathematical portion of EUR2.56 in
the share capital (“MAN Preferred Share”) for a consideration of

                           EUR80.89 per MAN Share

                           (“Compensation Offer”).

Pursuant to section305 para. 3 sentence 3 German Stock Corporation Act the
compensation is interest bearing at annually 5 percentage points above the
applicable base interest rate pursuant to section247 Germen Civil Code
(Bürgerliches Gesetzuch) as of the date following the day on which the
Agreement has become effective, i.e. as of 17 July 2013.

Truck & Bus GmbH’s obligation to acquire MAN Shares is for a limited period of
time. The time limitation period ends two months after the date on which the
registration of the Agreement in the commercial register at the seat of MAN SE
has been announced pursuant to section 10 German Commercial Code
(Handelsgesetzbuch). An extension of the time limitation period pursuant to
section 305 para. 4 sentence 3 German Stock Corporation Act as a result of a
motion for determination of the adequate recurring compensation or
compensation by a court in judicial appraisal proceedings pursuant the German
Act on Special Court Proceedings (Spruchverfahrensgesetz) remains unaffected.
In this event, the time limitation period ends two months after the date on
which the decision on the last motion ruled on has been announced in the
Federal Gazette (Bundesanzeiger). In order to meet the time limitation period
it is sufficient that the declaration to accept the Compensation Offer has
been received by the relevant depository bank within the time limitation
period.

If proceedings pursuant to the German Act on Special Court Proceedings on the
judicial determination of the adequate compensation are initiated and the
court adjudicates a legally binding higher compensation, the outside
shareholders are entitled to demand a corresponding additional payment to the
compensation, even if they have already received the compensation. Likewise,
all other outside shareholders of MAN SE will be treated in the same way if
Truck & Bus GmbH undertakes to pay a higher compensation to an outside
shareholder of MAN SE in a settlement for the purpose of avoiding or settling
judicial appraisal proceedings pursuant the German Act on Special Court
Proceedings.

Those outside shareholders of MAN SE, who do not make use of the Compensation
Offer remain shareholders of MAN SE.

Truck & Bus GmbH guarantees in respect of the fiscal year 2013 of MAN SE a
certain portion of the profit payment ("Guaranteed Dividend"). To the extent
that the dividend paid for the fiscal year 2013 of MAN SE (including any
payments on account) for each MAN Share falls short of the Guaranteed
Dividend, Truck & Bus GmbH will pay to each outside shareholder of MAN SE the
corresponding difference per MAN Share. Payment of any such difference is due
on the first banking day after the ordinary general shareholders’ meeting of
MAN SE for the fiscal year 2013 of MAN SE.

Moreover, Truck & Bus GmbH undertakes to pay to the outside shareholders of
MAN SE for the fiscal year 2014 and for the remainder of the term of the
Agreement as adequate recurring compensation an annual cash compensation
(“Recurring Compensation Payment”) (Ausgleich). The Recurring Compensation
Payment is due on the first banking day following the ordinary general
shareholders’ meeting of MAN SE for the preceding fiscal year, but in any
event within eight months following expiration of the relevant fiscal year.

For each full fiscal year of MAN SE, the Guaranteed Dividend or the Recurring
Compensation Payment for each MAN Common Share as well as for each MAN
Preferred Share in each case amounts to a gross sum of EUR 3.30 ("Gross
Recurring Compensation Payment") minus the amount of any corporate income tax
and the solidarity surcharge in accordance with the respective tax rate
applicable for these taxes for the relevant fiscal year, provided that this
deduction is only made on the portion of the Gross Recurring Compensation
Payment in the amount of EUR 1.43 per MAN Share which relates to the profits
of MAN SE that are subject to German corporate income tax.

Based on the situation at the time of conclusion of this Agreement, the
portion of the Gross Recurring Compensation Payment of EUR 1.43 per MAN Share
which relates to the profits of MAN SE that are subject to German corporate
income tax is subject to a deduction of 15% corporate income tax plus 5.5%
solidarity surcharge, i.e. EUR 0.23. Together with the remaining portion of
the Gross Recurring Compensation Payment of EUR 1.87 per MAN Share which
relates to profits that are not subject to German corporate income tax, the
aggregate amount of the Guaranteed Dividend or of the Recurring Compensation
Payment amounts to EUR 3.07 per MAN Share for a full fiscal year based on the
situation at the time of conclusion of this Agreement.

If this Agreement ends during a fiscal year of MAN SE or if MAN SE establishes
an abbreviated fiscal year (Rumpfgeschäftsjahr) during the term of the
Agreement, the Gross Recurring Compensation Payment is reduced proportionately
pro rata temporis for the relevant fiscal year.

If the share capital of MAN SE is increased using corporate funds in exchange
for the issuance of new shares, the Gross Recurring Compensation Payment per
MAN Share is reduced to such an extent that the total amount of the Gross
Recurring Compensation Payment remains unchanged. If the share capital of MAN
SE is increased by cash contributions and/or contributions in kind, the rights
for Recurring Compensation Payment and Guaranteed Dividend also apply for the
shares subscribed to by outside shareholders in such capital increase. The
beginning of such entitlement corresponds to the dividend entitlement set by
MAN SE when issuing the new shares.

If proceedings pursuant to the German Act on Special Court Proceedings on the
judicial determination of the adequate recurring compensation are initiated
and the court adjudicates a legally binding higher Guaranteed Dividend and/or
a higher Recurring Compensation Payment for each MAN Common Share or each MAN
Preferred Share, the outside shareholders are entitled to demand a
corresponding payment in addition to the Guaranteed Dividend and/or Recurring
Compensation Payment per MAN Common Share or MAN Preferred Share which they
have already received. All other outside shareholders in the respective class
of stock will be treated in the same way if Truck & Bus GmbH undertakes to pay
a higher Guaranteed Dividend and/or a higher Recurring Compensation Payment to
an outside shareholder of MAN SE in a settlement for the purpose of avoiding
or settling judicial appraisal proceedings.

The amount of the Compensation Offer, the Guaranteed Dividend and the
Recurring Compensation Payment has been determined by the managing directors
of Truck & Bus GmbH and the executive board of MAN SE based on a joint expert
opinion (gutachterliche Stellungnahme) by PricewaterhouseCoopers
Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, FrankfurtamMain, and
KPMGAG Wirtschaftsrüfungsgesellschaft, Berlin. The adequacy of the
Compensation Offer, the Guaranteed Dividend and the Recurring Compensation
Payment has been evaluated and confirmed by the court appointed contract
examiner Rölfs RP AG Wirtschaftsprüfungsgesellschaft, Düsseldorf.

Those outside shareholders of MAN SE, who wish to make use of the Compensation
Offer, are asked to instruct their depository bank to make available those MAN
Shares for purposes of receiving the compensation in the amount of EUR 80.98
per MAN Share

by way of collective safe deposit through their depository bank to

             B. Metzler seel. Sohn & Co. KGaA, Frankfurt am Main,

as central settlement agent.

Those outside shareholders, who have accepted the Compensation Offer will
likely be credited the compensation of EUR 80.89 per MAN Share plus interest
within 7 banking days of depositing their MAN Shares with B. Metzler seel.
Sohn & Co. KGaA. The transfer of the MAN Shares in the Compensation Offer is
free of costs for the outside shareholders of MAN SE.

Wolfsburg, July 2013

                               Truck & Bus GmbH

                            The Managing Directors

Contact:

Volkswagen AG
Christine Ritz
+49 (0)5361-9-49840
christine.ritz@volkswagen.de