Final Terms. 22 July VCL Master S.A. acting with respect to its Compartment 1. as Issuer. for the issuance of the

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1 An investment in the Compartment 1 Notes that are the subject of these Final Terms is only suitable for financially sophisticated investors who are capable of evaluating the merits and risks of such investment and who have sufficient resources to be able to bear any losses (including the total loss of the invested amount) which may result from such investment. Final Terms 22 July 2011 VCL Master S.A. acting with respect to its Compartment 1 (incorporated with limited liability in Luxembourg with R.C.S. registration number B ) as Issuer for the issuance of the 74,300,000 Compartment 1 Series Notes issued pursuant to the EUR 2,000,000,000 Programme for the Issuance of Compartment 1 Notes These Final Terms are issued to give details of an issue of Compartment 1 Notes by VCL Master S.A. acting with respect to its Compartment 1 under the EUR 2,000,000,000 Programme for the issuance of Compartment 1 Notes (the Programme ). The Final Terms attached to the Base Prospectus dated 24 February 2011 are presented in the form of a separate document containing only the final terms according to Article 26 para. 5 subpara. 2 of the Commission s Regulation (EC) No 809/2004 of 29 April The Base Prospectus and the Final Terms have been published on the website of the Luxembourg Stock Exchange ( The Final Terms of the Compartment 1 Series Notes must be read in conjunction with the Base Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. Capitalised terms not otherwise defined herein shall have the meaning specified in the Conditions of the Compartment 1 Notes. All references in these Final Terms to numbered Conditions are to be read as reference to the respective Conditions of the Compartment 1 Notes. 1. Issue Price: 100 per cent. 2. Further Issue Date (Condition 8 (a)): 25 July Series Number: Tranche Number: 1 4. Nominal Amount: EUR 74,300, Compartment 1 Series Notes Interest Rate (Condition 8 (c)): EURIBOR rate for one month Euro deposits plus the Margin Page 1

2 Compartment 1 Series Notes Factor: shall be calculated as follows: 74,300,000 - KR NF = ,300,000 whereby NF means the Compartment 1 Series Notes Factor which is calculated to fifteen decimal places and KR means the total of all repayments of the nominal amount of all Compartment 1 Series Series Notes paid and contained respectively in each payment up to each respective Payment Date Amount on which interest is to be paid on the first Payment Date (Condition 9 (a)): EUR 74,300, Margin (Condition 8 (c)): 0.70 per cent. per annum First occurring Payment Date with respect to the Compartment 1 Series Notes: Compartment 1 Series Revolving Period Expiration Date: 7. Compartment 1 Series Scheduled Repayment Date (Condition 9 (c)): 8. Compartment 1 Series Legal Maturity Date (Condition 9 (c)): 25 August 2011 Payment Date falling in November 2011 (or as extended in accordance with the Conditions) Payment Date falling in November 2016 (or as extended in accordance with the Conditions as a consequence of the extension of the Compartment 1 Series Revolving Period Expiration Date) Payment Date falling in November 2017 (or as extended in accordance with the Conditions as a consequence of the extension of the Compartment 1 Series Revolving Period Expiration Date) 9. Delivery: Delivery free of payment. 10. Other settlement information: Not applicable Page 2

3 Intended to be held in a manner which would allow Eurosystem eligibility: Yes Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognized as eligible collateral for Eurosystem monetary policy and intraday credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met. 11. Clearing Codes: - ISIN Code XS Common Code Listing: Official list of the Luxembourg Stock Exchange 13. Admission to trading /Estimated expenses to trading: Application has been made for the Compartment 1 Series Notes subject of these Final Terms to be admitted to trading on the regulated market of the Luxembourg Stock Exchange with effect from 25 July The total expenses related to the admission to trading will amount to EUR 3,190. Other Information 14. Relevant Compartment 1 Swap Counterparty: DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, with the current Rating of A+ by S&P and A+ by Fitch. Initial swap rate (fixed rate) applicable with respect to the Compartment 1 Swap Agreement entered into with respect to the Compartment 1 Series Notes: 2.25 per cent. Maximum Subscription Amount: EUR 74,300,000 Page 3

4 15. Use of Proceeds: The aggregate gross proceeds from the issuance of the Compartment 1 Series Notes amount initially to approximately EUR 74,300,000 and will (together with the borrowings under the Compartment 1 Subordinated Loan) be used in full to purchase the Lease Receivables from VWL, to pay costs related to the issue of the Compartment 1 Notes, the receipt of the Compartment 1 Subordinated Loan and to endow the Compartment 1 Cash Collateral Account. 16. Net proceeds: EUR 74,300, Ratings: AAA(sf) by Fitch AAA(sf) by S&P Fitch is established in the European Community and has applied for registration under Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies. S&P is established in the European Community and has applied for registration under Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies. 18. Revolving Period: The period from (and including) the Initial Issue Date and ending on the earlier of (i) the Series Revolving Period Expiration Date of the last outstanding Series of Compartment 1 Notes and (ii) the occurrence of an Early Amortisation Event. Additional Pool (Additional Lease Receivables) as of the Additional Cut-Off Date falling on 30 June 2011 Page 4

5 1. Distribution of the remaining terms of the lease contract and of the discounted amounts (Additional Discounted Lease Balance) not yet due of the Additional Lease Receivables at the Time of Assignment Page 5

6 2. Additional Customer Concentration: Top 20 Lessees 3. Distribution of Additional Lease Contracts and Additional Leased Vehicles by Lessee Page 6

7 4. Distribution of Additional Lease Contracts by Discounted Amounts not yet due (Additional Discounted Lease Balance) 5. Distribution of Additional Lease Contracts by Original Contract Terms in Months Page 7

8 6. Distribution of Additional Lease Contracts by Industry 7. Description of the Additional Leased Vehicles: Type of Vehicles Page 8

9 8. Description of the Additional Leased Vehicles: Distribution by Vehicle Brands and Models Page 9

10 9. Distribution of Lease Contracts by Contract Type (Open End Lease Contracts (Verträge mit Gebrauchtwagenabrechnung) - versus Closed End Lease Contracts (Verträge ohne Gebrauchtwagenabrechnung)) 10. Type of Payment 11. Geographical Distribution of Lessees Page 10

11 12. Actual/Minimum On-Balance Sheet Retention These Final Terms comprise the final terms required to list and have admitted to trading the issue of Compartment 1 Series Notes described herein (as from 25 July 2011). The Issuer accepts full responsibility for the information contained in these Final Terms. The Issuer has taken all reasonable care to ensure that the information given in these Final Terms is to the best of its knowledge, in accordance with the facts and does not omit anything likely to affect its import and the Issuer has taken all reasonable care to ensure that the information stated herein is true and accurate in all material respects and that there are no other material facts the omission of which would make misleading any statement herein, whether of fact or opinion, in each case when read together with the Base Prospectus. Volkswagen Leasing GmbH as the Seller and Servicer only accepts full responsibility for information in these Final Terms relating to the Purchased Lease Receivables. VCL Master S.A., acting with respect to its Compartment 1 Page 11