EXECUTIVE SUMMARY

In the UK there is continuing heavy demand for cars, largely because of the relative
buoyancy of the economy, high levels of employment, high expenditure on
consumer durables, low interest finance, and a drop in car prices.

New car registrations in the UK reached a record 2,579,050 in 2003, up from

2,563,631 in 2002 and 2,458,769 in 2001 (Source: Society of Motor Manufacturers
and Traders). The 2004 market is expected to remain stable at 2.5m units.

INDUSTRY BACKGROUND

Audi began life when August Horch, a pioneering engineer with a reputation for
being able to solve complex problems, set up business in 1899. Before starting out
on his own, he worked for Carl Benz in Mannheim for three years as head of
automobile production.

By 1901 he had created his first automobile and the following year became
convinced of the need to use lightweight alloys to reduce mass -- this same principal
was used in the first Audi A8 and, in the latest manifestation of the A8, where the
body is around 50% lighter than if it were made of steel.

In 1909, Horch left the company that bore his name to set up anew. The original
Horch company sued to stop him setting up a rival firm bearing the same name. He
lost and had little idea what to do next when the idea was suggested to him to use
"audi", the Latin word for Horch, which means "hark!" or "listen" in German.

He began entering his cars into motor sport events and won a string of prizes. It's a
tradition that continues to this day. Indeed, Audi dominated British Touring Cars
with the A4 in the 1990s and has won the Le Mans 24-hour race for three years
running in 2000, 2001 and 2002.
In 1932, four previously independent motor vehicle manufacturers: Audi, DKW,
Horch and Wanderer merged to create Auto Union AG, which then became the
second-largest motor vehicle manufacturer in Germany. The company emblem,
four inter-linked rings, symbolised the unity of the founder companies.

After the end of World War II, Auto Union AG was expropriated by the occupying
Soviet forces. The company's founders moved to Bavaria and founded a new
company in 1949 under the name of Auto Union. The company kept the four-ring
emblem.

The company's first post-war vehicle with a four-stroke engine appeared on the
market in 1965. To emphasise the dawning of a new era, a new name was needed
and Audi was resurrected. From then on, new models with four-stroke engines
were produced under the Audi name.

In the 1980s, Audi's core brand statement "Vorsprung durch Technik" entered the
English language and even made its way into the song 'Parklife' by Blur. It is a phrase
that sums up not only Audi's technical excellence but also its emotional attitude to
design.

During the 1990s, Audi progressed as a brand from being admired to being desired.
Sportiness and performance progressively became a stronger element in
perceptions of the brand.

Today, Audi is an international developer and manufacturer of high-quality cars.

The company produces cars in Germany, Hungary and China, sells more than
650,000 cars annually and employs more than 50,000 people.

PRODUCT

Audi has long recognised that consumers don't buy cars for purely rational reasons.
It therefore wanted to appeal to their emotional side, so in 1999 the unmistakable
Audi TT was launched to great acclaim. It has become the epitome of "cool" and a
design classic. It is also hailed as one of the few cars that has changed little from
concept stage to final production.

Audi describes the TT as "clarity and form combined with advanced technology". It
is designed for people with passion -- creative individuals with a desire for the
extraordinary. But, creatively minded or not, it's difficult not to appreciate its low,
sleek, sexy and sporty silhouette licking the road.

Audi also appeals to the emotions with its other marques, for example the Audi A8,
which was launched in May 2003, focuses on innovation. It is described by the
company as a luxury saloon, with the advanced technology one would expect from
Audi, and the spirit of a sports car.

The new Audi A3 was launched in three-door form in June 2003. 2004 sees Audi
opening up a new segment with its A3 Sportback, a five door car with the sporty
looks of a Coupe.

April 2004 saw the introduction of the S4 Cabriolet, the first time the S range has
been coupled with a soft top. The 4.2-litre V8 engine provides outstanding
performance as well as having the flexibility of open top motoring.

Innovations are set to continue with new products coming through such as the A4
Coupe, Pikes Peak and Le Mans Quattro. Concept cars such as the Avantissimo and
the Nuvolari signal that Audi takes technological development very seriously.

However, the biggest opportunity for Audi in 2004 is the launch of the new A6 in
June in the extremely competitive executive segment. This car takes on some of
the innovations from the A8 such as MMI, air suspension as well as the "bendy"
headlights and is launched with the new face of Audi, a bold, single frame grille
echoing the race cars of the 1930s.
RECENT DEVELOPMENTS

Across its product range, Audi's most recent innovations have been numerous and
include FSI direct injection petrol engines for road and racing, giving the
performance of a petrol with the economy of a diesel, multi media interfaces for
in-car entertainment and information, new generation piezo injection TDI engines
for state of the art refinement, heightened performance, improved fuel
consumption and low emissions.

Strides have been made in the area of gearboxes. multitronicÆ provides a seamless
automatic transmission, with the economy of a manual. In addition, DSG (Dynamic
Shift Gearbox) is available on TT and A3 3.2 models, paddles on the steering wheel
and a two clutch system means the vehicle doesn't lose power or momentum
between gear changes.

PROMOTION

Any motor advertising that breaks the mould of the traditional car commercial,
with its laboured shots of leather interiors, alloy wheels and sleek bodywork, is to
be welcomed. Clearly a supporter of this philosophy, Audi has made a point of
applying creative thinking in the development, not only of its cars but also to its
marketing.

The Audi A4 FSI, for example, appeared in an innovative TV commercial in 2003

featuring huge fish swimming around urban streets gasping for breath and guzzling
fuel while the A4 glides effortlessly through them.

And two years ago, Audi showcased a range of furniture made from Audi car
components and technologies. The furniture, made by London design agency Jam,
aimed to highlight the design values of the brand and formed an integral part of its
marketing strategy. The range included a glass-topped table and a carbon-fibre
bench created from TT roll bars, a collection of chairs made from interlaced seat
belts and a wall light made from the TT's petrol cap.

At the end of 2003, they took the unusual step of using a computer-generated Bull
in a rodeo scenario to get across the outstanding performance of the new Audi S4
Quattro.

In May 2003, Audi UK ran the biggest-ever single burst of outdoor activity as part
of a £10 million through-the-line campaign to support the launch of the new Audi
A8. The five-week campaign saw 80 landmark buildings, including Fort Dunlop near
Birmingham, wrapped in advertisements of up to 132m long. A further 63 poster
sites featured 96-sheet posters. TV ads, which began on the same day, showcased
Audi's technological firsts -- such as being the first car maker to break the 250mph
road record -- with the endline "First after First after First".

In 2002, the Audi TT was promoted through a TV ad using Hendrix's music, and sold
more than 160,000 copies of an Audi-branded Jimi Hendrix compilation CD, in
collaboration with Universal Music. As an extension of this, last summer Audi linked
its brand to music in a CD mailing to 100,000 people. The CD, which promoted the
new Audi A3 sporty hatchback, features ten tracks from a variety of artists to appeal
to the model's target of young professionals.

For the launch of the new A8, cars were placed in airports and train stations on a
bed of champagne glasses and nails to illustrate the A8s run-flat tyre system that
enables the driver to get to their nearest Audi Centre on a flat tyre and its
lightweight aluminium construction that gives the large A8 an agile and sporty drive
on the road.

Audi UK is supporting Britain's Ski and Snowboard Teams over the next three
seasons, as they build up to the 2006 Winter Olympic Games.

In addition to becoming an official supporter to the national ski team, Audi supplies
the team with A6 Avant Quattros to get them to and from all their races in style
and safety. Audi also has a separate agreement with rising star, Chemmy Alcott,
the only skier in the world, of either sex, to compete at the 2002 Salt Lake City
Winter Olympics in all five possible Alpine events - the Slalom, Giant Slalom, Super
G, Downhill and the Combined. Here, she achieved Britain's best women's result
for many years, coming fourteenth in the Women's Combined event.

BRAND VALUES

The Audi brand is built upon the cornerstones of design and technology. The
introduction of the Audi TT further established Audi's design credentials, which are
now a significant brand value. The brand is a leader in relevant, progressive
technology -- not just technology for the sake of it, but that which gives genuine
customer benefit.

Audi has become a byword for intelligent, sophisticated, German innovation.

Today, the brand stands for advanced technology, sophistication and head-turning
elegance, tempered by pure emotion.

 The four rings represent the union of four independent car companies --
Audi, DKW, Wanderer and Horch -- in 1932.
 The Audi Quattro came into being as a result of a four-wheel drive vehicle
developed by Audi for the German Army. The car was found to be so effective
on ordinary roads that Ferdinand Piech, then head of R&D, built an
experimental Audi 80 with four-wheel drive. He presented it to board
members and the rest is history.
 An Audi R8 racing car covers a greater distance during the Le Mans 24 Hour
race than a Formula One car does in an entire season.