Volkswagen Insurance Company DAC

Notice is hereby given that: 

(1) Volkswagen Insurance Company DAC (the Company) is a designated activity company limited by shares incorporated under the laws of Ireland under registration number 182332 and with a registered office at Block C, Liffey Valley Office Campus, Liffey Valley, Dublin 22, D22 CF60, Ireland. The Company was incorporated in Ireland on 11 December 1991. The Company is a non-life insurance undertaking regulated by the Central Bank of Ireland.

(2) The Company proposes to effect a cross-border conversion into a stock corporation under German law (Aktiengesellschaft - AG) (the Conversion), pursuant to Chapter I of Title II of Directive (EU) 2017/1132 as regards cross-border conversions, mergers and divisions of the European Parliament and of the Council of 14 June 2017 (as amended by Directive (EU) 2019/2121 of the European Parliament and of the Council of 27 November 2019) (the Directive) which is given effect in Irish law by the European Union (Cross-Border Conversions, Mergers and Divisions) Regulations 2023 (the Irish  Regulations), and given effect in Germany by the German act on the transformation of companies (Umwandlungsgesetz) including the provisions implementing the Directive into German law (the German Transformation Act).

(3) As a result of the Conversion, the Company, without being dissolved or wound up or going into liquidation, shall convert from a designated activity company limited by shares in Ireland into a stock corporation in Germany (Aktiengesellschaft - AG) with the proposed name 'Volkswagen Insurance Company AG' (the Converted Company), and shall transfer its registered office to the proposed location of Gifhorner Str. 57, 38112 Braunschweig, Germany, while retaining its legal personality.

(4) The 'Draft Terms of Conversion / Formwechselplan' relating to the proposed Conversion (the Draft Terms), a copy of the notice required by Regulation 12(1)(b) of the Irish Regulations (which informs the members, creditors and employees of the Company that they may submit to the Company, no later than 5pm on 20 October 2026, comments concerning the Draft Terms) and a completed Form CBC1, were delivered to the Irish Companies Registration Office (CRO) on 3 July 2026.

(5) Upon the Conversion becoming effective, all assets and liabilities of the Company shall be those of the Converted Company. Therefore, creditors of the Company will continue to be creditors of the Converted Company. Accordingly, their rights as creditors of the Converted Company will remain as they were prior to the Conversion and shall not be affected as a result of the Conversion. 

(6) The Company intends to apply to the Irish High Court on 20 July at the Four Courts in the City of Dublin, Ireland to seek admission to the Commercial List of the Irish High Court and will receive a date for the substantive hearing (the Hearing) wherein the Company will seek a pre-conversion certificate from the Irish High Court in relation to the Conversion. This notice will be updated in due course to reflect the date for the Hearing.

(7) Where a creditor of the Company (including any policyholder) who was entitled to a debt or claim against the Company on 3 July 2026 is (a) dissatisfied with the safeguards offered to creditors in the Draft Terms, and (b) can credibly demonstrate that, due to the Conversion, the satisfaction of the creditor's claim is at stake and that the creditor has not obtained adequate safeguards from the Company in this regard, the creditor may apply to the Irish High Court for adequate safeguards within three months of 3 July 2026. The Irish Regulations do not specify a procedure to be followed by any such creditor of the Company who wishes to make such an application. The Company therefore requests that any such creditor who wishes to make such an application should send a notice of their intention to do so, in writing, to A&L Goodbody LLP at 25 North Wall Quay, North Wall Dublin 1, D01 T104, Ireland (marked for the attention of James Grennan), by no later than 5.00pm on 20 October 2026. The Company further requests that any such creditor of the Company who wishes to make such an application files an affidavit setting out its submissions in relation to such application with the Irish High Court and serves a copy of that affidavit on A&L Goodbody LLP at the aforementioned address by no later than 5.00pm on 20 October 2026. Further details in relation to the exercise of rights by creditors of the Company can be found in clause 9 of the Draft Terms. 

(8) The sole member of the Company has been notified in relation to the proposed Conversion and will have an opportunity to review and vote on the approval of the Draft Terms at an extraordinary general meeting of the Company. Further details in relation to the exercise of rights by the sole member of the Company can be found in clause 18 of the Draft Terms.

(9) The directors of the Company have prepared and made available a report for the sole member and employees of the Company in accordance with the Irish Regulations, which explains, amongst other things, the implication of the Conversion for employees of the Company. The Company is consulting and engaging with any employees who will be impacted by the Conversion (and/or their representatives) in accordance with applicable employment laws. Further details in relation to the exercise of rights by employees of the Company can be found in clauses 13 and 14 of the Draft Terms, as well as in the said report of the directors, which has been made available to the sole member and employees of the Company. 

(10) A copy of the Draft Terms is available here. 

(11) In accordance with Regulation 12(1)(b) of the Irish Regulations, members, creditors (including policyholders) and employees of the Company may submit to the Company comments concerning the Draft Terms by no later than 5pm on 20 October 2026. Any such comments may be submitted in writing to the Company by post or courier addressed to: Volkswagen Insurance Company Designated Activity Company, Block C, Liffey Valley Office Campus, Liffey Valley, Dublin 22, D22 CF60, Ireland. In addition, such comments can be submitted by email at the following email address: CrossBorderConversion@vwfs.com 

(12) A copy of the Draft Terms may also be obtained upon request from the CRO at the Irish Companies Registration Office, Gloucester Place Lower, Mountjoy, Dublin, D01 C8P4 or on www.cro.ie.