Volkswagen and Northvolt: shareholder, lender, customer and creditor

analysisNorthvolt's annual reports list Volkswagen Finance Luxemburg S.A. as the largest shareholder, with 21.1% at 31 December 2022 and 21.0% in the 2023 report, measured against all shares, warrants and options excluding convertible notes; the related-party notes give 22.1% and 21.0% of shares outstanding and treat it and all its subsidiaries as related parties. The governance reports name Volkswagen and Goldman Sachs as the only holders of 10% or more of the shares and votes, and PwC described Volkswagen AG in June 2023 as the largest single shareholder with about 22% held through that subsidiary. A Swedish news summary's table of November 2024 gives Volkswagen 22%, and the chapter 11 first-day declaration names Volkswagen and Goldman Sachs as the two largest shareholders. The two measures in the annual reports differ: for 2022 the related-party note's 22.1% for Volkswagen Finance Luxembourg S.A. and 20.3% for Goldman Sachs Asset Management (shares outstanding) compare with 21.1% and 19.4% in the shareholder table (all shares, warrants and options excluding convertible notes), while the 2023 note repeats the table's percentages although it refers to shares outstanding; the 2023 table itself carries no date, and the governance section gives the same Volkswagen and Goldman Sachs percentages for year-end 2023. Media reported in November 2024, relaying a news agency's unnamed sources, that Volkswagen had significantly written down its stake during the financial year; Volkswagen was not quoted, and no Volkswagen financial statement was inspected. ^{1 2 3 4 5 6 7}

analysisA business-information service's list of Northvolt AB publications includes entries labelled "Shareholder: VOLKSWAGEN AG" dated 23 March 2023 and 7 April 2020 and "Shareholder: TRATON SE" dated 3 June 2020, alongside entries for Bayerische Motoren Werke AG. The listing shows only the label, the publishing company and the dates, without the size or class of any holding or whether it was held directly or through group companies; Northvolt's 2022 and 2023 shareholder tables list BMW España Finance S.L. and Volkswagen Finance Luxemburg S.A. rather than their parent companies, and TRATON SE does not appear among the ten largest holders. ⁸

analysisBecause no formal nomination committee existed at the unlisted company, Northvolt's 2022 and 2023 reports state that board members were nominated jointly by the founders and by each of Volkswagen and Goldman Sachs under a shareholders' agreement; the reports do not name the holding entities within those groups. Jürgen Rittersberger, a member of the Board of Management of AUDI, sat on the board from 2021 until the 2023 annual general meeting elected Sven Fuhrmann, who led Volkswagen's Global Investment Group, in Rittersberger's place. A Swedish news report of 11 November 2024 said Fuhrmann, Volkswagen's only board representative, had asked to leave; Volkswagen said this did not affect its shareholding, and registry records show Fuhrmann's exit on 2024-11-22. ^{1 2 3 4}

analysisAccording to the chapter 11 first-day declaration, Volkswagen Finance Luxemburg S.A. lent to Northvolt AB under a convertible instrument agreement of 5 September 2019: €200 million to accelerate the Northvolt Ett expansion and €200 million for Northvolt AB's equity investment in the German joint venture established with Volkswagen. About $330 million was outstanding at the petition date, due on 31 December 2025, when it was to convert into new shares; the annual reports describe the 2019 facilities as EUR 240 million, fully drawn in 2020 at 5.5%. Volkswagen Group and Goldman Sachs funds also took part in the 2022 convertible loan, and the 2023 report lists Northvolt AB's long-term liabilities to Volkswagen Group at USD 398,330 thousand at the end of 2023. The records do not explain the difference between the EUR 240 million in the annual reports and the declaration's two €200 million facilities, nor between the rates: the declaration gives 7% until the earlier of 30 September 2021 or a specified investment by the lender and 5.5% thereafter, the 2022 parent-company note 5.5% (7% until 6 October 2020). The 2023 note does not break the long-term liabilities down by instrument, and a 2023 figure for Goldman Sachs Asset Management cannot be matched to its label in the retained copy. ^{1 2 3}

analysisWhen KfW invested in 2023, Volkswagen Finance Luxemburg S.A. was among the parties to a convertible side letter of 26 June 2023 with Northvolt AB and KfW. The state audit office reports that KfW's legal due diligence noted, among other risks, that a joint venture between Northvolt AB and Volkswagen AG had been terminated in June 2021, which press reports linked partly to delays attributable to Northvolt AB. That reason is the press account cited in the report, not a finding. In a video conference on 19 October 2023 the offtake-contract clauses were described as market-standard, and the law firm had no further information on the overall financing or on the cooperation with Volkswagen; the BMWK had told the state beforehand that the legal report would not be amended because of the state's questions, and the audit office objected (beanstandet) to the documentation of how the state discussed and assessed the legal due diligence. ^{4 5}

analysisNorthvolt's 2022 report lists Volkswagen Group among the group's industrial partners and customers, without distinguishing customers from partners, and a Canadian government note of November 2024 says that, after BMW cancelled a major contract, Northvolt was producing cells mostly for Scania, Audi and Porsche, all subsidiaries of Volkswagen Group. In the Swedish bankruptcy, a news summary dated 20 August 2026 reported that Volkswagen was among more than 700 creditors and was said to be claiming billions of kronor; the item gives no individual amounts. ^{1 2 3 4 5}