A bit of Christmas spirit should come up, after all, from the point of view of the Volkswagen management, it is a kind of early present for the festival.

Two large Christmas trees with golden baubles and fairy lights light up the side walls of the hall in Berlin's City Cube event center, where VW shareholders met on Friday for the extraordinary general meeting.

The only item on the agenda is voting on a special dividend after the Porsche IPO.

However, a number of shareholder representatives are using the occasion for a general reckoning with what they see as repeated violations of the rules of good corporate governance.

Christian Muessgens

Business correspondent in Hamburg.

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"If you want to be the servant of two masters in the long run, then that will bring considerable friction," says Marc Liebscher from the protective association of investors in the direction of CEO Oliver Blume, who is sitting on the podium between the assembled executive and supervisory boards.

Other shareholders are also harshly criticizing Blume's dual function as head of VW and Porsche: as a "part-time CEO" he doesn't do justice to either of the two companies, says Hendrik Schmidt from the fund company DWS.

Other shareholders denounce a lack of independence on the supervisory boards of VW and Porsche, as well as the circumstances surrounding the special dividend.

The VW group raised 9.4 billion euros at the end of September when it put a quarter of the preferred shares of its subsidiary Porsche on the open market, the largest IPO in Europe for years.

In addition, the group will receive around 10.1 billion euros from the sale of an equally large proportion of the ordinary shares with voting rights to Porsche SE, the holding company of the Porsche and Piëch shareholder families.

19.60 euros per share, a total of 9.55 billion euros, are now to flow back to the shareholders.

The extraordinary general meeting is necessary for this, even if the small shareholders and their representatives who appear there have no influence whatsoever on the outcome.

Voting rights in the VW group are held almost exclusively by Porsche SE, the state of Lower Saxony and the major shareholder Qatar.

This unequal treatment has a long tradition in the VW Group and is also reflected in the terms of the special dividend, says Christian Strenger, VW shareholder and well-known expert on good corporate governance.

For him, the distribution serves "above all to provide an inappropriate special advantage for the Piëch and Porsche families, who de facto control everything".

Through the return flow of funds via the dividend, Porsche SE finances a significant part of the purchase price for the ordinary shares in Porsche AG.

This gives you more direct access to the sports car manufacturer again.

Most recently, the holding company was only indirectly involved in it via the VW Group.

In order to compensate for the disadvantages for small shareholders and their lack of voting rights in the VW group, their special dividend should actually be higher, Strenger calculates.

Appropriate are 21.66 euros per non-voting VW preferred share, a premium of 10 percent compared to the voting ordinary shares.

Another point that he harshly criticized in his speech is that the group's share price has hardly moved at all recently.

Actually, the initial listing of the Porsche subsidiary should also boost the value of the parent company.

But in fact, this remained unchanged at around 80 billion euros.

Porsche, on the other hand, grew strongly, which now leads to the absurd situation that the fully consolidated subsidiary is worth 90 billion euros more on the stock exchange than the entire Wolfsburg parent company.

Focused on the capital market

Arno Antlitz, CFO and Chief Operating Officer of VW, defends the special dividend in the City Cube.

Reports by independent consultants have confirmed that the amount is reasonable.

At the same time, he admits that the valuation of the VW group on the stock market represents an "imbalance".

He announces that management will put even more energy into improving the share price in the future.

Among other things, "virtual IPOs" of all important companies in the group should help, i.e. dry runs with banks and other consultants from the financial scene, which should lead to the entire association being more strongly geared to the capital market.

Antlitz emphasizes that the goal must be "to transfer the performance from the Porsche IPO to the entire group".

CEO Blume, who only took over the post in Wolfsburg from his predecessor Herbert Diess at the beginning of September, referred in his speech to the ten-point program with which he wants to make VW more robust in the future.

Among other things, binding financial targets are planned for all brands in the VW Group, he says.

Costs are to be reduced and returns increased, which he also hopes will give investors a more positive view of the group.

On the other hand, he shows no willingness to end his much-criticized double function at the helm of the VW Group and Porsche in the foreseeable future.

Even before the Annual General Meeting, he had made a clear decision in an interview with the FAZ.

"For me, continuing to lead Porsche was a basic requirement when deciding to take over as CEO of the Volkswagen Group," he said.

"If I want to make the right decisions at group level, I have to work operationally in a brand, closely working on the technologies, the processes and the people." VW does not rule out the possibility of conflicts of interest arising in the current constellation.

However, according to the position of the company's lawyers, these are manageable and have not yet occurred.