Topics discussed by the Supervisory Board

At the Supervisory Board meeting on February 21, 2014, following a detailed examination we approved the consolidated financial statements and the annual financial statements of Volkswagen AG for 2013 prepared by the Board of Management, as well as the combined management report. We also examined the dependent company report submitted by the Board of Management and came to the conclusion that there were no objections to be raised to the concluding declaration by the Board of Management in the report. In connection with the creation of the integrated commercial vehicles group, we approved the Board of Management’s plans to make a voluntary tender offer to Scania AB’s share-holders for all Scania shares outstanding, we authorized the capitalization measures to part-fund this transaction, and we appointed Mr. Andreas Renschler as member of the Board of Management of Volkswagen AG with responsibility for Commercial Vehicles, effective February 1, 2015. The agenda also covered the remuneration of Board of Management members – in particular their variable remuneration – and strategic financing measures within the Volkswagen Group.

A total of three Supervisory Board meetings took place on May 12 and 13, 2014 as part of Volkswagen AG’s 2014 Annual General Meeting. These meetings focused on preparation for and post-completion analysis of the 54th Annual General Meeting and the 12th Special Meeting of Preferred Shareholders of Volkswagen AG on May 13, 2014. In addition, the Board of Management updated us on the status of the voluntary tender offer to Scania AB’s shareholders to purchase all outstanding Scania shares and the extension of the acceptance period. We also renewed three Board of Management members’ contracts and noted the Board of Management’s plans for new production locations in China.

We mainly dealt with strategic issues at the Supervisory Board meeting on September 19, 2014. We approved the Board of Management’s plans to establish two further production sites in China, among other things.

At the Supervisory Board meeting on November 21, 2014 we discussed in detail the Volkswagen Group’s investment and financial planning for the period from 2015 to 2019. In addition, the meeting focused in particular on issuing the annual declaration of conformity with the German Corporate Governance Code.

Among other things, we decided on the location for the production site to manufacture the replacement for the Crafter, the production of a SUV for the North American market, Dr. Michael Macht’s further activity as a member of the Board of Management, and the appointment of Dr. Herbert Diess as member of the Board of Management responsible for the newly established function as “Chairman of the brand board of management of Volkswagen Passenger Cars”, effective October 1, 2015, in resolutions that were adopted by circulating written documents in March, June, July and December 2014.