Dated 11 June 2015 This document constitutes five base prospectuses for the purposes of Article 5.4 of Directive 2003/71/EC of the European Parliament and the Council of 4 November 2003, as amended by Directive 2010/73/EU of the European Parliament and of the Council of 24 November 2010 (the "Prospectus Directive"): (i) the base prospectus of Volkswagen Financial Services 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, as amended (the "Prospectus Regulation") ("Non-Equity Securities"), (ii) the base prospectus of Volkswagen Leasing GmbH in respect of Non-Equity Securities, (iii) the base prospectus of Volkswagen Financial Services N.V. in respect of Non-Equity Securities, (iv) the base prospectus of Volkswagen Financial Services Japan Ltd. in respect of Non- Equity Securities and (v) the base prospectus of Volkswagen Financial Services Australia Pty Limited in respect of Non-Equity Securities (together, the "Prospectus"). VOLKSWAGEN FINANCIAL SERVICES AKTIENGESELLSCHAFT Braunschweig, Federal Republic of Germany Issuer and/or Guarantor VOLKSWAGEN LEASING GMBH Braunschweig, Federal Republic of Germany Issuer VOLKSWAGEN FINANCIAL SERVICES N.V. Amsterdam, The Netherlands Issuer VOLKSWAGEN FINANCIAL SERVICES JAPAN LTD. Tokyo, Japan Issuer VOLKSWAGEN FINANCIAL SERVICES AUSTRALIA PTY LIMITED (ABN 20 097 071 460) Sydney, Australia Issuer EUR 25,000,000,000 Debt Issuance Programme (the "Programme") Arranger COMMERZBANK Dealers BARCLAYS BAYERNLB BNP PARIBAS BOFA MERRILL LYNCH CITIGROUP COMMERZBANK DANSKE BANK A/S DEUTSCHE BANK GOLDMAN SACHS INTERNATIONAL HSBC J.P. MORGAN LANDESBANK BADEN- WÜRTTEMBERG BOFA MERRILL LYNCH MIZUHO SECURITIES RBC CAPITAL MARKETS SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING THE ROYAL BANK OF SCOTLAND UNICREDIT BANK TD SECURITIES Issuing Agent CITIBANK, N.A.
2 Application has been made to the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg (the "Commission") in its capacity as competent authority under the Luxembourg act relating to prospectuses for securities (loi relative aux prospectus pour valeurs mobilières) (the "Luxembourg Prospectus Law"), which implements the Prospectus Directive into Luxembourg law, for the approval of this Prospectus. The Commission assumes no responsibility as to the economic and financial soundness of the transaction or the quality or solvency of the Issuers and the Guarantor. Application has been made to the Luxembourg Stock Exchange for notes (the "Notes") issued under this Programme 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 Federal Republic of Germany, the Netherlands, the United Kingdom of Great Britain and Northern Ireland, the Republic of Ireland, and the Republic of Austria with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Luxembourg Prospectus Law ("Notification"). Each Issuer may request the Commission to provide competent authorities in additional Member States within the European Economic Area with a Notification. It is intended that subsequent to the approval of the Prospectus a Notification will be requested for the competent authorities in the Kingdom of Denmark. This Prospectus and any supplement thereto will be published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu) and the website of Volkswagen Financial Services Aktiengesellschaft (www.vwfs.com). This Prospectus is valid for a period of twelve months from its date of approval.
3 Table of Contents Page Responsibility Statement...5 Notice...5 Summary...7 Section A Introduction and warnings...7 Section B Issuer and any Guarantors...8 Section C Securities... 15 Section D Risks... 20 Section E Offer... 25 German Translation of the Summary... 27 Abschnitt A Einleitung und Warnhinweise... 27 Abschnitt B Emittent und etwaige Garantiegeber... 28 Abschnitt C Wertpapiere... 36 Abschnitt D Risiken... 41 Abschnitt E Angebot... 47 Risk Factors... 49 Risk Factors regarding Volkswagen Financial Services Aktiengesellschaft... 49 Risk Factors regarding Volkswagen Leasing GmbH... 55 Risk Factors regarding Volkswagen Financial Services N.V.... 60 Risk Factors regarding Volkswagen Financial Services Japan Ltd... 64 Risk Factors regarding Volkswagen Financial Services Australia Pty Limited... 69 Risk Factors regarding the Notes... 74 Volkswagen Financial Services Aktiengesellschaft as Issuer and Guarantor... 82 Volkswagen Leasing GmbH as Issuer... 88 Volkswagen Financial Services N.V. as Issuer... 91 Volkswagen Financial Services Japan Ltd. as Issuer... 94 Volkswagen Financial Services Australia Pty Limited as Issuer... 96 General Description of the Programme... 99 1. General... 99 2. Description of the Notes... 100 3. Issue Procedures... 104 English Language Terms and Conditions... 106 Option I Terms and Conditions for Notes with fixed interest rates... 106 Option II Terms and Conditions for Notes with floating interest rates... 129 Option III Terms and Conditions for Notes with fixed to floating interest rates... 152 Option IV Terms and Conditions for subordinated Notes with fixed to fixed reset rate... 177 Deutsche Fassung der Anleihebedingungen... 193 Option I Anleihebedingungen für Schuldverschreibungen mit fester Verzinsung... 193 Option II Anleihebedingungen für Schuldverschreibungen mit variabler Verzinsung... 219 Option III Anleihebedingungen für Schuldverschreibungen mit fester zu variabler Verzinsung... 246 Option IV Anleihebedingungen für nachrangige Schuldverschreibungen mit fester zu fester Reset-Verzinsung... 275 English Language Guarantee... 293 Deutsche Fassung der Garantie... 294 Form of Final Terms... 295 PART I CONDITIONS TEIL I BEDINGUNGEN... 298 Option I Terms and Conditions for Notes with fixed interest rates Option I Anleihebedingungen für Schuldverschreibungen mit fester Verzinsung... 299 Option II Terms and Conditions for Notes with floating interest rates Option II Anleihebedingungen für Schuldverschreibungen mit variabler Verzinsung... 305 Option III Terms and Conditions for Notes with fixed to floating interest rates Option III Anleihebedingungen für Schuldverschreibungen mit fester zu variabler Verzinsung... 311
4 Option IV Terms and Conditions for Subordinated Notes with fixed to fixed reset rate Option IV Anleihebedingungen für Nachrangige Schuldverschreibungen mit fester zu fester Reset-Verzinsung... 318 PART II OTHER INFORMATION TEIL II WEITERE INFORMATIONEN... 323 Use of Proceeds... 334 Taxation... 335 Subscription and Sale... 353 General Information... 358 1. Listing and Admission to Trading... 358 2. Consent to use Prospectus... 358 3. Interest of Natural and Legal Persons involved in the Issue/Offer... 358 4. Authorisations... 359 5. Documents on Display... 359 6. Clearing Systems... 359 7. Ratings... 360 Documents Incorporated by Reference... 361 Address List... 366
5 Responsibility Statement Volkswagen Financial Services Aktiengesellschaft ("VWFSAG" or the "Guarantor", together with its consolidated subsidiaries VWFSAG Group ) with its registered office in Braunschweig, Volkswagen Leasing GmbH ("VWLGMBH") with its registered office in Braunschweig, Volkswagen Financial Services N.V. ("VWFSNV") with its registered office in Amsterdam, Volkswagen Financial Services Japan Ltd. ("VWFSJ") with its registered office in Tokyo and Volkswagen Financial Services Australia Pty Limited ("VWFSAL") with its registered office in Sydney, Australia (each an "Issuer" and together the "Issuers") accept responsibility for the information given in this Prospectus, provided that: VWLGMBH is not responsible for the description of VWFSAG (p. 82 - p. 87), VWFSNV (p. 91 - p. 93) and VWFSJ (p. 94 - p. 95) including the Risk Factors regarding VWFSAG (p. 49 - p. 55), VWFSNV (p. 60 - p. 63), VWFSJ (p. 64 - p. 68) and VWFSAL (p. 69 p. 73), the related parts of the summary and the description of the guarantee of the Notes (p. 293 - p. 294), VWFSNV is not responsible for the description of VWFSAG (p. 82 - p. 87), VWLGMBH (p. 88 - p. 90) and VWFSJ (p. 94 - p. 95) including the Risk Factors regarding VWFSAG (p. 49 - p. 55), VWLGMBH (p. 55 - p. 59), VWFSJ (p. 64 - p. 68) and VWFSAL (p. 69 p. 73), the related parts of the summary and the description of the guarantee of the Notes (p. 293 - p. 294), VWFSJ is not responsible for the description of VWFSAG (p. 82 - p. 87), VWLGMBH (p. 88 - p. 90) and VWFSNV (p. 91 - p. 93) including the Risk Factors regarding VWFSAG (p. 49 - p. 55), VWLGMBH (p. 55 - p. 59), VWFSNV (p. 60 - p. 63) and VWFSAL (p. 69 p. 73), the related parts of the summary and the description of the guarantee of the Notes (p. 293 - p. 294), VWFSAL is not responsible for the description of VWFSAG (p. 82 - p. 86), VWLGMBH (p. 88 - p. 90) and VWFSNV (p. 90 - p. 93) including the Risk Factors regarding VWFSAG (p. 49 - p. 55), VWLGMBH (p. 55 - p. 59), VWFSNV (p. 60 - p. 63) and VWFSJ (p. 64 - p. 68), the related parts of the summary and the description of the guarantee of the Notes (p. 293 - p. 294). 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 the Prospectus as a whole or 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 any other 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 twelve months following its date of approval and this Prospectus and any supplement hereto as well as any Final Terms reflect the status as of their respective dates of issue. Notwithstanding that the Issuers may be required to provide a supplement pursuant to Article 13 of the Luxembourg Prospectus Law, 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 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 which arises or is noted between the time when this Prospectus has been approved and the final closing of any Tranche of Notes offered to the public or, as the case may be, when trading of any Tranche of Notes on a regulated market begins. 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, is responsible for the information contained in this Prospectus or any supplement hereto, or any Final Terms or any other document incorporated herein by reference, and accordingly,
6 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 United States of America, the European Economic Area, the United Kingdom, The Netherlands, the Republic of Austria, Japan and Australia see "Subscription and Sale". In particular, 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. This Prospectus may only be communicated or caused to be communicated in circumstances in which Section 21(1) of the Financial Services and Markets Act 2000 ("FSMA") does not apply. The language of the Prospectus is English. Where parts of the Prospectus are drafted in a bilingual format reflecting both an English language version and a German language version the English language version shall be the controlling language for reading and construing the contents of the Prospectus, provided that certain parts of the Prospectus reflect documents which have been, or will be, executed as separate documents with the German language version being controlling and binding. Consequently, in respect of the issue of any Tranche of Notes under the Programme, the German language version of the Terms and Conditions may be controlling and binding if so specified in the relevant Final Terms and 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 under the Programme, the Dealer or Dealers (if any) named as the stabilising manager(s) in the applicable Final Terms (or persons acting on behalf of any stabilising manager(s)) may over-allot Notes or effect transactions, outside Australia and on a market operated outside of Australia, with a view to supporting the price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the stabilising manager(s) (or persons acting on behalf of a stabilising manager) will undertake stabilisation action. Any stabilisation action may begin at any time after the adequate public disclosure of the terms of the offer of the relevant Tranche of Notes and, if begun, may be ended 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. In this Prospectus, all references to "EUR" are to the euro, the single currency of the member states participating in the European Monetary Union, to "GBP" are to British pounds sterling, the official currency of the United Kingdom, to "USD" are to U.S. dollar, the official currency of the United States of America, to AUD are to Australian dollar, the official currency of the Commonwealth of Australia and to "YEN" are to Japanese yen, the official currency of Japan.
7 Summary This summary contains all the Elements required to be included in a summary for this type of securities and Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of securities and Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of not applicable. [The following Summary contains options and blank spaces, marked by square brackets or bold script, relating to the Notes that may be issued under the Prospectus. The summaries for the individual issues of Notes will be included in the Final Terms and will contain only those options that are relevant for the respective issue of Notes. In addition, the placeholders ( ) contained in the following Summary that are relevant for the particular issue will be completed in the summary for the individual issue.] 1 Section A Introduction and warnings A.1 Warning that: this Summary should be read as an introduction to the Prospectus; any decision to invest in the Notes should be based on consideration of the Prospectus as a whole by the investor; where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the Prospectus, before the legal proceedings are initiated; and civil liability attaches only to the Issuer who has tabled the Summary including any translation thereof, but only if the Summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in the Notes. A.2 Consent to the use of the prospectus [Not applicable.][the Issuer consents to the use of the Prospectus by all credit institutions (general consent) and accepts responsibility for the content of the Prospectus also with respect to subsequent resale or final placement of the Notes by any credit institution which was given consent to use the Prospectus, provided however, that the Prospectus is still valid in accordance with Article 11 of the Luxembourg act relating to prospectuses for securities (Loi relative aux prospectus pour valeurs mobilières)) which implements Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 (as amended by Directive 2010/73/EU of the European Parliament and of the Council of 24 November 2010). Such general consent for the subsequent resale or final placement of the Notes by the credit institution is given in relation to public offers in [Luxembourg][,] [and] [Germany][,] [and] [The Netherlands][,] [and] [the United Kingdom][,] [and] [Ireland][,] [and] [Denmark] [and] [Austria] (the "Offer State[s]") only. The subsequent resale or final placement of Notes by credit institutions can be made during the period commencing from[, and including,] [specify date] [to[, and including,] [specify date]] (the "Offer Period"). [Additionally, the Issuer may grant its consent to the use of the Prospectus for any resale or final placement of the relevant Notes in the Offer State[s] until the end of such Offer Period to any financial intermediary (individual consent), the name and address of which shall be published on the website of Volkswagen Financial Services Aktiengesellschaft (www.vwfs.com).] In the event of a public offer being made by a credit institution, this credit institution will provide information to investors on the terms and conditions of the offer at the time the offer is made. 1 To be deleted for the summary of an individual issue of Notes.
8 Any credit institution using the Prospectus based on the general consent for public offerings has to state on its website that it uses the Prospectus in accordance with the consent and the conditions attached thereto.] Section B Issuer [1. Information relating to Volkswagen Leasing GmbH as Issuer B.1 Legal and commercial name Volkswagen Leasing GmbH ("VWLGMBH") B.2 Domicile, legal form, legislation VWLGMBH was incorporated on 18 October 1966 as a limited liability company under German law under the name "Volkswagen Leasing Gesellschaft mit beschränkter Haftung" in Wolfsburg. The seat was moved to Braunschweig, where VWLGMBH was registered in the commercial register of the local court (Amtsgericht) of Braunschweig on 5 January 1983 under the number HRB 1858. B.4b Known trends affecting the Issuer and the industries in which it operates The business development of VWLGMBH is closely linked to the development of sales of VW Group (as defined below). The development of the automotive sector remains dependent on the global economic development, which continues to be shrouded in considerable uncertainty. The financial markets still entail risks resulting above all from the strained debt situation of many countries. The economic environment is expected to remain uncertain and volatile in the upcoming months. Additional requirements from increased regulations and legislations to prevent future financial crises may materially affect VWLGMBH s business. B.5 Organisational Structure VWLGMBH is a wholly-owned subsidiary of Volkswagen Financial Services Aktiengesellschaft, Braunschweig, Federal Republic of Germany ("VWFSAG"). Parent company of VWFSAG is Volkswagen Aktiengesellschaft, Wolfsburg, Federal Republic of Germany ("VW AG"). VW AG is the controlling company of the Volkswagen Group ( VW Group ) which consists of numerous subsidiaries and affiliates in the Federal Republic of Germany and abroad. B.9 Profit forecasts or estimates Not applicable; VWLGMBH has not made any profit forecasts or estimates in the Prospectus. B.10 Qualifications in the audit report Not applicable; there are no qualifications in the audit report of VWLGMBH on its historical financial information. B.12 Selected historical key financial information regarding the Issuer, statement regarding trend information and significant changes in the financial or trading position of the Issuer The following table shows selected financial information of VWLGMBH extracted from the audited non-consolidated financial statements as at and for the financial years ended 31 December 2013 and 2014: Balance sheet data 31 December 2014 31 December 2013 EUR 000 Total Assets 21,743,937 19,353,899 Tangible Fixed Assets 19,241,746 17,968,923 Equity 231,009 219,124
9 Liabilities 16,557,008 14,317,459 Income statement data 1 January 31 December 2014 2013 EUR 000 Net income from financial transactions Result from ordinary business activities 5,044,262 4,623,302 137,131 51,200 Net retained profits 649 649 There has been no material adverse change in the prospects of VWLGMBH since the date of its last published audited financial statements as at 31 December 2014. There has been no significant change in the financial or trading position of VWLGMBH since the date of its last published audited financial statements as at 31 December 2014. B.13 Recent developments Not applicable. There have been no recent events particular to VWLGMBH which are to a material extent relevant to the evaluation of VWLGMBH s solvency. B.14 Dependence of the Issuer upon other entities within the group see Element B.5. The business development of VWLGMBH is closely linked to the development of sales of VW Group. A profit-and-loss-transfer agreement with VWFSAG came into effect on 18 September 2002. According to this agreement VWLGMBH is obliged to transfer its annual surplus to VWFSAG after the end of each financial year. VWFSAG is obliged to compensate any occurring annual deficit of VWLGMBH insofar as such deficit cannot be compensated by a withdrawal from the so-called other retained earnings of any sums which were allocated thereto during the term of the agreement. B.15 A description of the Issuer's principal activities VWLGMBH engages amongst others in the operating leasing business with private and business customers as well as in the fleet management and services business. VWLGMBH is focused squarely on the needs of the private customer, corporate customer and fleet customer groups. Besides enabling innovative rental models such as long-term or micro rentals (car sharing) and other new mobility services, the company s organisational foundation ensures the consistent expansion of after sales services in the automotive context. B.16 Major shareholders VWLGMBH is a wholly-owned subsidiary of VWFSAG. B.17 Ratings No Rating has been assigned to the Issuer. For rating of the Guarantor please see "2. Information relating to Volkswagen Financial Services Aktiengesellschaft as Guarantor". B.18 Nature and scope of the guarantee VWFSAG (the "Guarantor") has given its unconditional and irrevocable Guarantee (the "Guarantee") for the due payment of the amounts corresponding to the principal of and interest on the Notes issued by VWLGMBH.
10 B.19 Information about the Guarantor For information on VWFSAG as guarantor please see 2. Information relating to Volkswagen Financial Services Aktiengesellschaft as Guarantor below.] [1. Information relating to Volkswagen Financial Services N.V. as Issuer B.1 Legal and commercial name B.2 Domicile, legal form, legislation Volkswagen Financial Services N.V. ("VWFSNV") VWFSNV was incorporated as a stock corporation under the law of The Netherlands for an indefinite period of time on 16 May 1983 under the name Audi Finance N.V. It is registered in the Register of Commerce of Amsterdam under No. 33172400. According to a resolution of the extraordinary general meeting of shareholders held on 28 December 1994 the name was changed to Volkswagen Financial Services N.V. Furthermore, it was sold by its former shareholders Volkswagen International Finance N.V. and Audi AG to VWFSAG (as defined below) with effect from 31 December 1994. VWFSNV's registered office is at Paleisstraat 1, NL-1012 RB Amsterdam, The Netherlands (phone +31 20 420-5360). B.4b Known trends affecting the Issuer and the industries in which it operates The business development of VWFSNV is closely linked to the development of sales of VW Group (as defined below). The development of the automotive sector remains dependent on the global economic development, which continues to be shrouded in considerable uncertainty. The financial markets still entail risks resulting above all from the strained debt situation of many countries. The economic environment is expected to remain uncertain and volatile in the upcoming months. Additional requirements from increased regulations and legislations to prevent future financial crises may materially affect VWFSNV s business. B.5 Organisational structure VWFSNV is a wholly-owned subsidiary of Volkswagen Financial Services Aktiengesellschaft, Braunschweig, Federal Republic of Germany ("VWFSAG"). Parent company of VWFSAG is Volkswagen Aktiengesellschaft, Wolfsburg, Federal Republic of Germany ("VW AG"). VW AG is the controlling company of the Volkswagen Group ( VW Group ) which consists of numerous subsidiaries and affiliates in the Federal Republic of Germany and abroad. B.9 Profit forecasts or estimates Not applicable; VWFSNV has not made any profit forecasts or estimates in the Prospectus. B.10 Qualifications in the audit report Not applicable; there are no qualifications in the audit report of VWFSNV on its historical financial information. B.12 Selected historical key financial information regarding the Issuer, statement regarding trend information and significant changes in the financial or trading position of the Issuer The following table shows selected financial information of VWFSNV extracted from the audited non-consolidated financial statements as at and for the financial years ended 31 December 2013 and 2014: Balance sheet data 31 December 2014 31 December 2013 EUR 000 Balance sheet total 8,434,491 5,511,524 Fixed assets 5,303,429 3,540,685
11 Current assets 3,131,062 1,970,839 Total liabilities 7,710,155 4,905,130 Equity 724,336 606,394 Income statement data 1 January 31 December 2014 2013 EUR 000 Net interest and similar income 18,562 22,417 Result before taxation 16,937 21,573 Result after taxation 12,942 16,670 There has been no material adverse change in the prospects of VWFSNV since the date of its last published audited non-consolidated financial statements as at 31 December 2014. There has been no significant change in the financial or trading position of VWFSNV since the date of its last published non-consolidated financial statements as at 31 December 2014. B.13 Recent developments Not applicable; there have been no recent events particular to VWFSNV which are to a material extent relevant to the evaluation of VWFSNV s solvency. B.14 Dependence of the Issuer upon other entities within the group B.15 A description of the Issuer's principal activities see Element B.5. The business development of VWFSNV is closely linked to VWFSAG and its financing strategy, the development of sales of VW Group in general and the refinancing requirements of affiliated companies in particular. The tasks of VWFSNV are to finance affiliated companies and enterprises, by means of borrow, raise and secure money in all manners expedient to it, especially by means of issuance of bonds, convertible bonds, stock and securities of indefinite currency or term, and to participate in such companies. B.16 Major shareholders VWFSNV is a wholly-owned subsidiary of VWFSAG. B. 17 Ratings No Rating has been assigned to the Issuer. For rating of the Guarantor see "2. Information relating to Volkswagen Financial Services Aktiengesellschaft as Guarantor". B.18 Nature and scope of the guarantee VWFSAG (the "Guarantor") has given its unconditional and irrevocable Guarantee (the "Guarantee") for the due payment of the amounts corresponding to the principal of and interest on the Notes issued by VWFSNV. B.19 Information about the Guarantor For information on VWFSAG as guarantor please see 2. Information relating to Volkswagen Financial Services Aktiengesellschaft as Guarantor
below.] 12 [1. Information relating to Volkswagen Financial Services Australia Pty Limited as Issuer B.1 Legal and commercial name B.2 Domicile, legal form, legislation Volkswagen Financial Services Australia Pty Limited ("VWFSAL") VWFSAL was incorporated on 7 June 2001 as an Australian proprietary company limited by shares under the Corporations Act 2001 of Australia ( Australian Corporations Act ). It is registered under Australian Company Number (ACN) 097 071 460 with the Australian Securities and Investments Commission, and under Australian Business Number (ABN) 20 097 071 460 with the Australian Taxation Office. The registered office of VWFSAL is at Level 1, 24 Muir Road, Chullora NSW 2190, Australia (phone +61 2 9695 6311). B.4b Known trends affecting the Issuer and the industries in which it operates The business development of VWFSAL is closely linked to the development of sales of VW Group (as defined below). The development of the automotive sector remains dependent on the global economic development, which continues to be shrouded in considerable uncertainty. The financial markets still entail risks resulting above all from the strained debt situation of many countries. The economic environment is expected to remain uncertain and volatile in the upcoming months. Additional requirements from increased regulations and legislations to prevent future financial crises may materially affect VWFSAL s business. B.5 Organisational structure VWFSAL is a wholly-owned subsidiary of Volkswagen Financial Services Aktiengesellschaft, Braunschweig, Federal Republic of Germany ("VWFSAG"). Parent company of VWFSAG is Volkswagen Aktiengesellschaft, Wolfsburg, Federal Republic of Germany ("VW AG"). VW AG is the controlling company of the Volkswagen Group ( VW Group ) which consists of numerous subsidiaries and affiliates in the Federal Republic of Germany and abroad. B.9 Profit forecasts or estimates Not applicable; VWFSAL has not made any profit forecasts or estimates in the Prospectus. B.10 Qualifications in the audit report Not applicable; there are no qualifications in the audit report of VWFSAL on its historical financial information. B.12 Selected historical key financial information regarding the Issuer, statement regarding trend information and significant changes in the financial or trading position of the Issuer The following table shows selected financial information of VWFSAL extracted from the audited consolidated financial statements as at and for the financial year ended 31 December 2013 and 2014: Balance sheet data 31 December 2014 31 December 2013 (Restated) AUD 000 Total assets 3,281,727 2,986,632 Total liabilities 3,056,194 2,801,298 Net assets 225,533 185,334 Total equity 225,533 185,334 Income statement data 1 January 31 December
13 Net interest revenue Total income from operations Profit before income tax Profit for the year attributable to owners 2014 2013 (Restated) AUD 000 54,413 50,029 62,761 57,509 15,140 16,865 10,187 12,523 There has been no material adverse change in the prospects of VWFSAL since the date of its last published audited consolidated financial statements as at 31 December 2014. There has been no significant change in the financial or trading position of VWFSAL since the date of its last published consolidated financial statements as at 31 December 2014. B.13 Recent developments Not applicable; there have been no recent events particular to VWFSAL which are to a material extent relevant to the evaluation of VWFSAL s solvency. B.14 Dependence of the Issuer upon other entities within the group see Element B.5. The business development of VWFSAL is closely linked to the development of sales of VW Group. B.15 A description of the Issuer's principal activities The principal activities of VWFSAL are the provision of motor vehicle finance, leasing and insurance solutions to private and corporate clients. Furthermore VWFSAL offers bailment stocking and capital loans to its dealers. As is common in the automotive related financial services industry, VWFSAL s product portfolio is not limited to VW Group brands. B.16 Major shareholders VWFSAL is a wholly-owned subsidiary of VWFSAG. B. 17 Ratings No Rating has been assigned to the Issuer. For rating of the Guarantor see "2. Information relating to Volkswagen Financial Services Aktiengesellschaft as Guarantor". B.18 Nature and scope of the guarantee VWFSAG (the "Guarantor") has given its unconditional and irrevocable Guarantee (the "Guarantee") for the due payment of the amounts corresponding to the principal of and interest on the Notes issued by VWFSAL. B.19 Information about the Guarantor For information on VWFSAG as guarantor please see 2. Information relating to Volkswagen Financial Services Aktiengesellschaft as Guarantor below.] [1.][2.] Information relating to Volkswagen Financial Services Aktiengesellschaft as [Issuer] [Guarantor] B.1 Legal and commercial name Volkswagen Financial Services AG ("VWFSAG") B.2 Domicile, legal form, legislation VWFSAG was incorporated on 4 May 1994 and is registered in the commercial register of the local court (Amtsgericht) of Braunschweig under number HRB 3790. The registered office is located in Braunschweig and its head office is at Gifhorner Straße 57, 38112 Braunschweig, Federal
14 Republic of Germany. B.4b Known trends affecting the [Issuer][Guarantor] and the industries in which it operates The business development of VWFSAG is closely linked to the development of sales of VW Group (as defined below). The development of the automotive sector remains dependent on the global economic development, which continues to be shrouded in considerable uncertainty. The financial markets still entail risks resulting above all from the strained debt situation of many countries. The economic environment is expected to remain uncertain and volatile in the upcoming months. Additional requirements from increased regulations and legislations to prevent future financial crises may materially affect VWFSAG s business. B.5 Organisational structure VWFSAG is a wholly-owned subsidiary of Volkswagen Aktiengesellschaft, Wolfsburg, Federal Republic of Germany ("VW AG"). VW AG is the controlling company of VW Group which consists of numerous subsidiaries and affiliates in the Federal Republic of Germany and abroad. VW Group consists of two divisions: the Automotive Division and the Financial Services Division. The Automotive Division, in turn, comprises two business areas: "Passenger Cars and Light Commercial Vehicles" and "Trucks and Buses, Power Engineering". The Financial Services Division, which corresponds to the Financial Services segment, combines dealer and customer financing, leasing, banking and insurance activities, fleet management and mobility offerings. Subsidiaries of VWFSAG are amongst others VWLGMBH, VWFSNV, VWFSJ and VWFSAL. B.9 Profit forecasts or estimates Not applicable; VWFSAG has not made any profit forecasts or estimates in the Prospectus. B.10 Qualifications in the audit report Not applicable; there are no qualifications in the audit report of VWFSAG on its historical financial information. B.12 Selected historical key financial information regarding the [Issuer][Guarantor], statement regarding trend information and significant changes in the financial or trading position of the [Issuer][Guarantor] The following table shows selected financial information of VWFSAG extracted from the audited consolidated financial statements as at and for the financial years ended 31 December 2013 and 2014 prepared on the basis of the International Financial Reporting Standards (IFRS), as adopted by the EU: Balance sheet data 31 December 2014 31 December 2013 in EUR million Total Assets 107,231 90,992 Receivables from customers arising from Retail financing 47,663 40,284 Wholesale financing 12,625 11,082 Leasing business 18,320 16,298 Leased Assets 10,766 8,545 Customer deposits 26,224 24,286 Equity 11,931 8,883 Income statement data 1 January 31 December 2014 2013 in EUR million Pre-tax result 1,317 1,315 Taxes on income -420-373
15 and earnings Net income 897 942 There has been no material adverse change in the prospects of VWFSAG since the date of its last published audited consolidated financial statements as at 31 December 2014. Subject to the information in "Element B.13 Recent developments" referred to below, there has been no significant change in the financial or trading position of VWFSAG since the date of its last published financial statements as at 31 December 2014. B.13 Recent developments In January 2015, VW AG increased the equity of VWFSAG by EUR 1,060 million due to the anticipated business growth of VWFSAG. B.14 Dependence of the [Issuer][Guarantor] upon other entities within the group see Element B.5. The business development of VWFSAG is closely linked to the development of sales of VW Group. A control and profit-and-loss-transfer agreement between VW AG and VWFSAG came into effect on 25 September 1996. According to this agreement VW AG is entitled to instruct VWFSAG s management board. VWFSAG is obliged to transfer its annual surplus to VW AG after the end of each financial year. VW AG is obliged to compensate any occurring annual deficit of VWFSAG insofar as such deficit cannot be compensated by a withdrawal from the so-called other retained earnings of any sums which were allocated thereto during the term of the agreement. B.15 A description of the [Issuer][Guarantor]'s principal activities The purpose of VWFSAG is according to its Articles of Association the development, sale and management of own and outside financial services in Germany and abroad, which are appropriate for enhancing the business of VW AG and its affiliated companies. Global activities of VWFSAG are allocated to five regions: Region Germany, Region Europe, Region International, Region China/India/ASEAN and Region Latin America. The tasks of VWFSAG are primarily of a strategic nature, but also have a service function for the affiliated companies. Core business spheres are dealer and customers financing, leasing, insurance, fleet management and mobility services. Further activities include direct banking in connection with deposit-taking. B.16 Major shareholders VWFSAG is a wholly-owned subsidiary of VWAG. B. 17 Ratings VWFSAG is rated by Standard & Poor's ("S&P") and Moody's Investors Service ("Moody's"). As of the date of this Prospectus the ratings were as follows: S&P: short-term: A-1 long-term: A Moody's: short-term: Prime-1 long-term: A2 Section C Securities C.1 Type and class of the securities being offered; Class
security number identification 16 The Notes will be issued in bearer form only. Issuance in Series The Notes are issued as Series number [ ], Tranche number [ ]. Security identification number The [temporary] ISIN is [ ] [and the [temporary] Common Code is [ ]] [and the [temporary] WKN is [ ]]. C.2 Currency of the securities issue The Notes are issued in [ ]. C.5 Restrictions on free transferability Each issue of Notes will be made in accordance with the laws, regulations and legal decrees and any restrictions applicable in the relevant jurisdiction. C.8 Rights attached to the securities including ranking and including limitations to those rights Rights attached to the Notes Each holder of the Notes has the right vis-à-vis the Issuer to claim payment of nominal and, if applicable, interest when such payments are due in accordance with the Terms and Conditions of the Notes. [in the case of Fixed Rate Notes insert: The Notes bear a fixed interest income throughout the entire term of the Notes. [The Notes are issued with an [step-up][step-down] coupon where the interest rate will [increase][decrease] during the term of the Notes.][The Notes are zero coupon Notes and will not bear any periodic payment of interest.]] [in the case of Floating Rate Notes insert: The Notes will bear a variable interest income at a rate determined on the basis of a reference rate. The reference rate is [EURIBOR][LIBOR][insert other reference rate]. [In addition, the applicable margin [is added to] [will be deducted from] the reference rate.] [The rate of floating interest is subject to [a minimum] [and] [a maximum] rate of interest.]] [in the case of Fixed to Floating Rate Notes insert: The Notes bear a fixed interest income at the beginning of the term of the Notes changing to a floating interest income until maturity of the Notes. The reference rate for the floating rate interest periods is [EURIBOR][LIBOR][insert other reference rate]. [In addition, [the applicable margin [is added to] [will be deducted from] the reference rate for the floating rate interest periods.] [The rate of floating interest is subject to [a minimum] [and] [a maximum] rate of interest.]] [in the case of Fixed to Fixed Reset Rate subordinated Notes insert: The subordinated Notes bear a fixed interest income at the beginning of the term until the Reset Date.[From and including the Reset Date to but excluding the Maturity Date][From and including each Reset Date to but excluding the next following Reset Date and from and including the last Reset Rate to but excluding the Maturity Date] the subordinated Notes bear fixed interest at a rate which will be determined on the [relevant] Reset Rate Determination Date prior to the [relevant] Reset Date and equals the
17 applicable Mid-swap rate [plus the applicable Margin]. Early redemption of the Notes The Notes can be redeemed prior to their stated maturity [at the option of the] [Issuer] [,] [the Holders of the Notes] [and] for taxation reasons. Early redemption for taxation reasons Early Redemption of the Notes for reasons of taxation will be permitted [in the case of Volkswagen Financial Services Aktiengesellschaft as Issuer and in the case of subordinated Notes insert: subject to the prior consent of the competent authority supervising the Issuer], if as a result of any amendment to, or change in, the laws or regulations of [in the case of Notes issued by Volkswagen Financial Services N.V. insert: The Netherlands or] [in the case of Notes issued by Volkswagen Financial Services Japan Ltd. insert: Japan or] [in the case of Notes issued by Volkswagen Financial Services Australia Pty Limited insert: the Commonwealth of Australia or] the Federal Republic of Germany or any political subdivision or taxing authority thereto or therein affecting taxation or the obligation to pay duties of any kind, or any amendment to or change in an official interpretation or application of such laws or regulations, which amendment or change is effective on or after the Issue Date (as defined below under Element E.3), the Issuer [in the case of Notes issued by Volkswagen Leasing GmbH, Volkswagen Financial Services N.V., Volkswagen Financial Services Japan Ltd. or Volkswagen Financial Services Australia Pty Limited insert: or the Guarantor] is required to pay Additional Amounts. [Early redemption for regulatory reasons The Issuer shall be entitled to call the subordinated Notes in whole but not in part, at the option of the Issuer and upon the prior approval of the competent authority (in particular BaFin), if such is legally required, if due to a change affecting the legal provisions applying in the country in which the Issuer's registered office is situated or as a result of a change in their application or official interpretation, the subordinated Notes no longer qualify as long-term subordinated liabilities in full or in part ("Tier 2 Capital") or are classified as regulatory own funds with minor quality.] [Early Redemption at the option of the [Issuer] [and] [or] [the Holders] at specified redemption amount(s) The Notes can be redeemed at the option of the [Issuer] [and] [or] [the Holders] upon giving notice within the specified notice period to [the Holders] [or] [the Issuer][, as the case may be,] on a date or dates specified prior to such stated maturity and at the specified [call] [or] [put] redemption amount(s) [, as the case may be], together with accrued interest, if any.] [in the case of senior Notes insert: Negative Pledge The Terms and Conditions contain a negative pledge provision of the Issuer. Events of Default The Notes will provide for events of default entitling Holders to demand immediate redemption of the Notes.] Presentation Periods and Prescription The period during which the Notes must be duly presented is reduced to 10 years. The period of limitation for claims under the Notes presented during the period for presentation shall be two years calculated from the expiry of the presentation period. [Resolutions of the Holders
18 In accordance with the German Act on Issues of Debt Securities dated 31 July 2009 ("German Act on Issues of Debt Securities") the Notes contain provisions pursuant to which holders may agree by resolution to amend the Terms and Conditions (with the consent of the Issuer) and to decide upon certain other matters regarding the Notes. Resolutions of the Holders properly adopted, by vote taken without a meeting in accordance with the Terms and Conditions, are binding upon all Holders. Resolutions providing for material amendments to the Terms and Conditions require a majority of not less than 75 per cent. of the votes cast.] [Common Representative [In accordance with the German Act on Issues of Debt Securities the Notes provide that the Holders may by majority resolution appoint a representative for all Holders (the "Common Representative"). The responsibilities and functions assigned to the Common Representative appointed by a resolution are determined by the German Act on Issues of Debt Securities and by majority resolutions of the Holders.] [A representative for all holders (the "Common Representative") has been designated in the Terms and Conditions. The duties, rights and functions of the Common Representative are determined by the relevant provisions of the Terms and Conditions.]] Governing law The Notes, as to form and content, and all rights and obligations of the Holders and the Issuer, shall in all respects be determined in accordance with German law. Ranking [in the case of senior Notes insert: The Notes constitute unsecured and senior obligations of the Issuer and rank pari passu without any preference among themselves and pari passu with all other unsecured and senior obligations of the Issuer, unless mandatory statutory provisions provide otherwise.] [in the case of VWFSAG as Issuer and in the case of subordinated Notes insert: The Notes constitute unsecured and wholly subordinated obligations of the Issuer ranking pari passu among themselves and pari passu with all other wholly subordinated obligations of the Issuer and, in the event of the dissolution, liquidation or insolvency or other proceedings for the avoidance of insolvency of, or against, the Issuer, such obligations will be subordinated to the claims of all unsubordinated creditors of the Issuer so that in any such event no amounts shall be payable under such obligations until the claims of all unsubordinated creditors of the Issuer shall have been satisfied in full. In addition, the early redemption and repurchase of subordinated Notes are subject to certain limitations. It should be noted that prior to any insolvency or liquidation of the Issuer, all respective claims, rights and duties under, or arising out of, the subordinated Notes will be subject to any Regulatory Bail-in. The Holders of the subordinated Notes will not have any claim against the Issuer in connection with or arising out of any such Regulatory Bail-in. The subordinated Notes will be affected by such measures prior to any non-subordinated liabilities of the Issuer. "Regulatory Bail-in" means a subjection by the competent resolution authority of the claims for payment of principal, interest or other amounts under the subordinated Notes to a delay or a permanent reduction, including to zero, or a conversion of the subordinated Notes, in whole or in part, into equity of the Issuer, such as ordinary shares, in each case pursuant to German law, in particular the Restructuring and Resolution Act (Sanierungsund Abwicklungsgesetz "SAG") (including European Union law as applicable in the Federal Republic of Germany).] C.9 Interest; Redemption; Yield; [Name of representative of the see Element C.8.
19 Holders] Redemption Amount 2 [ ] per specified denomination. Interest Rate [In the case of Fixed Rate Notes other than zero coupon Notes with a constant interest rate insert: [ ] per cent. per annum.] [In the case of Fixed Rate Notes other than Zero Coupon Notes with different specified fixed interest rates for specified interest periods (step-up/step-down) insert: [ ] per cent. per annum for the period from [ ] to [ ] [and][,] [[ ] per cent. per annum for the period from [ ] to [ ].] [In the case of zero coupon Notes insert: No periodic payments of interest.] [In the case of Floating Rate Notes insert: [[ ]-months][euribor] [LIBOR][insert other reference rate] [[plus][minus] the margin of [ ] per cent.]. [The maximum interest rate is [ ] per cent. per annum.] [The minimum interest rate is [ ] per cent. per annum.]] [In the case of Fixed to Floating Rate Notes insert: For the period from [ ] to [ ] the rate of fixed interest is [ ] per cent. per annum. Thereafter, for the period from [ ] to maturity of the Notes the rate of floating interest is the [[ ]-months][euribor] [LIBOR] [insert other reference rate] [[plus][minus] the margin of [ ] per cent.][, whereby [the maximum interest rate is [ ] per cent. per annum] [and] [the minimum interest rate is [ ] per cent. per annum]].] [In the case of Fixed to Fixed Reset Rate subordinated Notes insert: For the period from and including the Interest Commencement Date to but excluding the Reset Date the rate of fixed interest is [ ] per cent. per annum. Thereafter, [for the period from and including the Reset Date to but excluding the Maturity Date of the Notes][for the period from and including each Reset Date to but excluding the next following Reset Date and from and including the last Reset Date to but excluding the Maturity Date] they bear fixed interest a rate which will be determined on the [relevant] Reset Rate Determination Date prior to the [relevant] Reset Date and equals at the [[5][ ]-year Mid-Swap Rate][insert other mid-swap rate] [plus the margin of [ ] per cent.]. The Reset Date means the Interest Payment Date[s] falling on or around [insert respective Interest Payment Date(s)].] Interest Commencement Date [In the case of Notes other than Zero Coupon Notes insert: [The Issue Date (as defined below under Element E.3.)][specify other date]] [In the case of Zero Coupon Notes insert: Not applicable.] Interest Payment Dates [ ][In the case of Zero Coupon Notes insert: Not applicable.] Underlying on which the interest rate is based [In the case of Fixed Rate Notes insert: Not applicable. The interest rate is not based on an underlying.] [In the case of Floating Rate Notes insert: [[ ]-months] [EURIBOR] [LIBOR][insert other reference rate]]. [In the case of Fixed to Floating Rate Notes insert: During the floating rate interest period, the interest rate is based on [[ ]-months] [EURIBOR] [LIBOR] [insert other reference rate]]. [Maturity Date: [ ]][Interest Payment Date falling in [ ]] 2 The Redemption Amount shall at least be equal to the nominal value.
20 Repayment procedures Payment of principal in respect of Notes shall be made to the Clearing System or to its order for credit to the accounts of the relevant account holders of the Clearing System. Indication of yield [[ ]%][In the case of Floating Rate Notes and Fixed to Fixed Reset Rate subordinated Notes insert: Not applicable. No yield is calculated.] [Name of Common Representative: [ ]] [C.10 Derivative component in interest payment see Element C.9. Not applicable. The interest payment has no derivative component.] [C.11 Admission to trading [Not applicable, as no application for admission to trading is made.] [The regulated market of the Luxembourg Stock Exchange (Bourse de Luxembourg).] [insert other regulated market]] [C.21 Indication of the markets where the securities will be traded and for which prospectus has been published [Not applicable, as no application for admission to trading is made.] [The regulated market of the Luxembourg Stock Exchange (Bourse de Luxembourg).] [insert other regulated market]] Section D Risks D.2 Key information on the key risks that are specific to the Issuer [and the Guarantor] [1. Risk Factors relating to VWLGMBH as Issuer Disruptions and declines in the global economy and financial markets, have had, and may continue to have, an adverse effect on the business, liquidity, financial condition and results of operations of VWFSAG and of VWLGMBH as VWFSAG s subsidiary. Many sector-specific risks and developments in key growth markets that affect the overall VW Group may have an adverse effect on the business, financial condition and results of operations of VWFSAG and of VWLGMBH as VWFSAG s subsidiary. [VWFSAG and VWLGMBH may be exposed to increased regulations and measures, including increased capital requirements which may lead to additional costs and may materially affect their business and their results of operation.] VWLGMBH is exposed to the risk that its customers or other contractual counterparties may default or that the credit quality of its customers or other contractual counterparties may deteriorate. VWLGMBH is exposed to earnings risk. VWLGMBH is exposed to market risks, which at VWLGMBH only includes interest rate risk. The business of VWLGMBH requires substantial funding and liquidity, and disruption in VWLGMBH s funding sources or access to the capital markets could have a material adverse effect on its business, liquidity, cash flows, financial condition and its results of operations. Measures to hedge market risks and liquidity risks may not be adequate to rule out certain risks and thus leave an exposure which could have a significant adverse effect on the financial situation of VWLGMBH. VWLGMBH is exposed to operational risks.