Declarations of conformity

The Board of Management and the Supervisory Board of Volkswagen AG issued the annual declaration of conformity with the Code as required by section 161 of the Aktiengesetz (AktG – German Stock Corporation Act) on November 15, 2019 with the following wording:

“The Board of Management and the Supervisory Board declare the following:

The recommendations of the Government Commission of the German Corporate Governance Code in the version dated 7 February 2017 (the Code) that was published by the German Ministry of Justice in the official section of the Federal Gazette (Bundesanzeiger) on 24 April 2017 was complied with in the period from the last Declaration of Conformity dated

16 November 2018 and will continue to be complied with, with the exception of the numbers listed below and their stated reasons and periods listed below.

• a) 4.2.3(4) (severance payment cap)
  A severance payment cap will be included in new contracts concluded with members of the Board of Management, but was not stipulated in contracts concluded with Board of Management members entering their third term of office or beyond provided a cap did not form part of the initial contract. Grandfather rights were applied in this respect. This recommendation has been complied with in full since June 2019, because there are no longer any contracts containing grandfather clauses.
• b) 5.3.2(3) sentence 2 (independence of the chair of the Audit Committee)
  It is unclear from the wording of this recommendation whether the Chairman of the Audit Committee is “independent” within the meaning of number 5.3.2(3) sentence 2 of the Code. Such independence could be considered lacking in view of his seat on the Supervisory Board of Porsche Automobil Holding SE, kinship with other members of the Supervisory Board of the company and of Porsche Automobil Holding SE, his indirect minority interest in Porsche Automobil Holding SE, and business relations with other members of the Porsche and Piëch families who also have an indirect interest in Porsche Automobil Holding SE. However, it is our opinion that these relationships do not constitute a conflict of interest nor do they interfere with his duties as the Chairman of the Audit Committee. This deviation is therefore being declared purely as a precautionary measure.
• c) 5.4.1(6 to 8) (disclosure regarding election recommendations)
  With regard to the recommendation in number 5.4.1(6-8) of the Code stating that certain circumstances disclosed by the Supervisory Board when making election recommendations to the Annual General Meeting, the stipulations of the Code are vague and the definitions unclear. Purely as a precautionary measure, we therefore declare a deviation from the Code in this respect. Notwithstanding this, the Supervisory Board will make every effort to satisfy the requirements of the recommendation.
• d) 5.4.5 sentence 2 (a maximum of three supervisory board mandates in non-group listed corporations or comparable companies)
  On 28 June 2019, TRATON SE shares commenced trading on the regulated market of the Frankfurt Stock Exchange and the Nasdaq in Stockholm. The Chairman of the Supervisory Board has been on the supervisory boards of three listed companies since that date, namely VOLKSWAGEN AG, AUDI AG and TRATON SE, as well as on the Supervisory Board of Bertelsmann SE & Co. KGaA. He is also Chairman of the Executive Board of Porsche Automobil Holding SE. Porsche Automobil Holding SE is not part of the same group as AUDI AG, VOLKSWAGEN AG and TRATON SE. As it cannot be ruled out that the supervisory board mandate at Bertelsmann SE & Co. KGaA involves similar requirements to those of a supervisory mandate in a listed company, and as the precise method of counting the mandates is unclear, we declare a deviation from section 5.4.5 sentence 2 of the Code as a precautionary measure. We are, however, confident that the Chairman of the Supervisory Board of VOLKSWAGEN AG has sufficient time at his disposal to fulfill the duties related to his mandate in the VOLKSWAGEN Group.”

The current declaration of conformity is also published on our website http://www.volkswagenag.com/en/InvestorRelations/corporate-governance/declaration-of-conformity.html.

With the exception of number 4.2.3(2) sentence 9 (no early disbursements of variable remuneration components) and number 5.1.2(2) sentence 1 (duration of first-time appointments to the Board of Management), the suggestions in the version of the Code as amended on February 7, 2017 have been complied with. The general compensation clauses in the contracts with members of the Board of Management may, if applied accordingly, result in early disbursement of multi-year variable remuneration components. The Supervisory Board will decide the duration of each first-time appointment to the Board of Management on an individual basis, taking the best interests of the Company into account. The suggestion made in number 2.3.2 sentence 2 (accessibility of the voting proxy during the Annual General Meeting) was implemented at the 2019 Annual General Meeting in such a manner that the shareholders were able to reach the voting proxies named by the Company to exercise their voting rights until 1:00 pm, also by electronic means. The suggestion made in number 2.3.3 (broadcast of the Annual General Meeting) was implemented at the 2019 Annual General Meeting so that the introductory remarks and the speech by the Chairman of the Supervisory Board and the speech of the Chairman of the Board of Management were broadcast.

Our listed subsidiaries AUDI AG, TRATON SE, MAN SE and RENK AG have also each issued declarations of conformity with the German Corporate Governance Code. The declarations of conformity by our listed subsidiaries can be accessed on the websites shown on this page.