Audit of the annual and consolidated financial statements

In line with our proposal, the Annual General Meeting of Volkswagen AG on May 14, 2019 elected PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft (PwC) as auditors for fiscal year 2019. The auditors audited the annual financial statements of Volkswagen AG, the consolidated financial statements of the Volkswagen Group and the combined management report and issued unqualified audit reports in each case.

The Supervisory Board commissioned PwC to conduct an external content-related audit of the combined separate nonfinancial report for 2019.

In addition, the auditors analyzed the risk management and internal control systems, concluding that the Board of Management had taken the measures required by section 91(2) of the AktG to ensure early detection of any risks endangering the continued existence of the Company. The Report on Relationships of Volkswagen AG with Affiliated Companies in Accordance with Section 312 of the AktG for the period from January 1 to December 31, 2019 (dependent company report) submitted by the Board of Management was also audited by the auditors, who issued the following opinion: “In our opinion and in accordance with our statutory audit, we certify that the factual disclosures provided in the report are correct and that the company’s consideration concerning legal transactions referred to in the report was not unduly high.”

The members of the Audit Committee and the members of the Supervisory Board were provided with the documenttation relating to the annual and consolidated financial statements, including the dependent company report, the documentation relating to the combined management report, and also the audit reports prepared by the auditors and the report from PwC on the external content-related audit of the combined separate nonfinancial report for 2019 in good time for their meetings on February 27 and February 28, 2020 respectively. The auditors reported extensively at both meetings on the material findings of their audit and were available to provide additional information.

Taking into consideration the audit reports and the discussion with the auditors, and based on its own conclusions, the Audit Committee prepared the documents for the Supervisory Board’s examination of the consolidated financial statements, the annual financial statements of Volkswagen AG, the combined management report, the dependent company report and the combined separate nonfinancial report for 2019, and reported on these at the Supervisory Board meeting on February 28, 2020. Following this, the Audit Committee recommended that the Supervisory Board approve the annual and consolidated financial statements. We examined the documents in depth in the knowledge and on the basis of the report by the Audit Committee and the audit report, as well as in talks and discussions with the auditors. We came to the conclusion that the documents are due and proper and that the assessment of the position of the Company and the Group presented by the Board of Management in the combined management report corresponds to the assessment by the Supervisory Board.

We therefore concurred with the auditors’ findings and approved the annual financial statements and the consolidated financial statements prepared by the Board of Management at our meeting on February 28, 2020, which the auditors also attended for the agenda items relating to the annual and consolidated financial statements, the dependent company report and the combined management report. The annual financial statements are thus adopted. Upon completion of our examination of the dependent company report, there are no objections to be raised to the concluding declaration by the Board of Management in the dependent company report. We reviewed the proposal on the appropriation of net profit submitted by the Board of Management, taking into account in particular the interests of the Company and its shareholders, and endorsed the proposal. PwC conducted an external content-related audit of the combined separate nonfinancial report for 2019 to attain limited assurance and issued an unqualified report. At our meeting on February 28, 2020, PwC also took part in the discussions on the agenda items relating to the combined separate nonfinancial report for 2019. Upon completion of its own independent examination of the combined separate nonfinancial report for 2019, the Supervisory Board did not have any objections.

We would like to express our thanks and particular appreciation to the Board of Management, the Works Council, the management teams and all the employees of Volkswagen AG and its affiliated companies for their work in 2019. With their immense personal commitment, great loyalty and readiness to support the changes that have been introduced, they have all made a decisive contribution in helping to make 2019 a successful year for the Volkswagen Group in spite of the many challenges presented.

Wolfsburg, February 28, 2020

Hans Dieter Pötsch
Chairman of the Supervisory Board