Governance

Legal Entity:

Stichting Volkswagen Investor Settlement (Chamber of Commerce 65180895, RSIN: 856009945)

Official Deed of Incorporation: Dutch | English

This Foundation functions as an “opt-out” foundation based upon the Dutch Collective Settlement Act (Wet Collectieve Afwikkeling Massaschade 2005 or “WCAM”). The Amsterdam Court of Appeal has exclusive jurisdiction for the declaration of the binding effect of a settlement. Previously, similar disputes between shareholders and corporations resolved in the Netherlands by way of a settlement negotiated by a foundation concerned shareholders based both inside and outside the Netherlands. Similarly it is believed in this matter, considering Volkswagen’s securities were listed on the Börse Frankfurt (Frankfurt Stock Exchange), that any resolution approved by the Amsterdam Court of Appeal will cover investors who purchased Volkswagen securities other than the Volkswagen ADRs traded in the U.S. The Dutch resolution mechanisms will allow investors to get fair compensation of their losses.

The interests of the investor beneficiaries will be protected by the independent members of the Board of Directors. Further, the Foundation has the support of institutional and retail investors that purchased Volkswagen’s securities on the Frankfurt Stock Exchanges as expressed by a “Participation Agreement.”

Board Members:

  • Prof. mr. Huub Willems (Dutch), Chairman of the Board of the Foundation:  Former President of the Enterprise Chamber of the Amsterdam Court of Appeals – oversaw many important business disputes including the high-profile takeover dispute in ABN AMRO; Professor of Corporate Litigation at University of Groningen
  • Prof. dr. Jean M.G. Frijns (Dutch): Former Chief Investment Officer of ABP; Former Chair of the Monitoring Commission Corporate Governance (2005- 2008); Emeritus Professor Investment Theory at the VU University Amsterdam; Member of several Supervisory Boards including former Chairman of the board of Delta Lloyd
  • Prof. dr. mr. Frans van der Wel RA (Dutch), Treasurer: Professor in Accounting at VU University of Amsterdam; Part-time member of the Enterprise Chamber of the Amsterdam Court of Appeals; Former audit partner and member of Board of Directors (2006-2010) at KPMG; Chair of Netherlands Institute of Chartered Accountants
  • Rob Okhuijsen (Dutch): Expert in mass claim resolution; Co-author of the Dutch governance code for claim foundations; Consultant to both the SCOR/Converium and Royal Dutch Shell foundations

Supervisory Board Members:

  • Ben Knüppe (Dutch), Chairman of the Supervisory Board:  Court-appointed Bankruptcy Trustee for DSB Bank N.V.;  Former Chief Executive Officer of Dexia Bank Nederland – highly experienced in resolving claims under the Dutch Collective Settlement Act (WCAM), including the Dexia Settlement and the DSB Settlement
  • Hans de Munnik: Former Member of the Enterprise Chamber of the Amsterdam Court of Appeals; Chair Stichting Continuïteit AMG; Former Chair of Dutch Accounting Standards Board; Former KPMG Global Client Partner and Member International Executive Team; Former Chair KPMG Netherlands Supervisory Board
  • Prof. dr. Astrid Stadler (German):  Professor of civil law, comparative law at Konstanz-University (Germany); Former Professor of Comparative Mass Litigation at Erasmus University (The Netherlands)

Legal Counsel:

  • Fons Leijten, Stibbe (Dutch Advisory and Settlement Counsel), www.stibbe.com
  • Jeroen van Kwawegen, Bernstein Litowitz Berger & Grossmann LLP (US Counsel), www.blbglaw.com

Bernstein Litowitz Berger & Grossmann LLP (“BLB&G”) has been appointed Lead Counsel in the securities fraud class action filed on behalf of purchasers of Volkswagen ADRs that is currently pending before Judge Charles R. Breyer in Unites States District Court for the Northern District of California.

BLB&G is highly experienced in resolving claims under the Dutch Collective Settlement Act, including the $58 million resolution that was approved by the Amsterdam Court of Appeals in In re Converium Securities Litigation. This was the first settlement ever endorsed under the Dutch Collective Settlement Act in a matter involving a non-Dutch company like Volkswagen. BLB&G’s strategy in Converium—which would be mirrored in the Volkswagen case—was to have representatives of the plaintiff class form a foundation under Dutch law to negotiate a settlement on behalf of investors in Converium stock. The plaintiffs and Converium then jointly petitioned the Amsterdam Court of Appeals for approval of the settlement, which legally bound all investors and resolved all outstanding claims.

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