Conflicts of interest

Due to the legal uncertainty surrounding the scope of reporting on conflicts of interest and their treatment, the Board of Management and the Supervisory Board of Volkswagen AG have, as a precautionary measure, declared in the declaration of conformity with the German Corporate Governance Code required by section 161 of the Aktiengesetz (AktG – German Stock Corporation Act) that article 5.5.3 sentence 1 of the German Corporate Governance Code (report to the Annual General Meeting about conflicts of interest that have arisen and their treatment) was not complied with. Further details and references can be found in the following section, “Corporate Governance and Declaration of Conformity”. Conflicts of interest that have arisen and their treatment are nevertheless reported in the same scope as in the past in the following:

Dr. Hans Michel Piëch and Dr. Wolfgang Porsche, who are members of both the Supervisory Board of Volkswagen AG and the Supervisory Board of Porsche Automobil Holding SE, and were members of the latter’s Integrated Automotive Group Committee, abstained on the resolution concerning the IAK on February 27, 2012. Prof. Dr. Ferdinand K. Piëch and Dr. Ferdinand Oliver Porsche, who are also members of the Supervisory Board of Porsche Automobil Holding SE, but are not members of its Integrated Automotive Group Committee, took part in the resolution.

In its meeting on April 18, 2012, the Supervisory Board resolved that the Board of Management of Volkswagen AG was to vote at the Annual General Meeting of AUDI AG to elect Dr. Christine Hawighorst, Head of the Lower Saxony State Chancellery, and Dr. Wolfgang Porsche to the Supervisory Board. Dr. Wolfgang Porsche did not vote on this resolution. The Supervisory Board members appointed by the State of Lower Saxony took part in the vote.

In its meeting on September 21, 2012, the Supervisory Board approved the formation of a strategic partnership between Volkswagen Financial Services AG and Allianz SE, which provides vehicle insurance. Annika Falkengren, who is also a member of the Supervisory Board of Münchener Rückversicherungs-Gesellschaft AG, abstained from voting as a precautionary measure.

In its meetings on November 5 and 22, 2012, the Executive Committee of the Supervisory Board addressed topics previously dealt with by the AfGG, which was dissolved on September 21, 2012. In this context, the Executive Committee granted individual approvals to transactions with Porsche Automobil Holding SE and the State of Lower Saxony. The Chairman of the Executive Committee, Prof. Dr. Ferdinand K. Piëch, and Executive Committee member Dr. Wolfgang Porsche are also members of the Supervisory Board of Porsche Automobil Holding SE. Executive Committee member David McAllister was the Minister-President of the State of Lower Saxony. No material conflicts of interest were discernible in this respect. All approvals were granted unanimously.

In its meeting on September 20, 2012, the Executive Committee confirmed its existing consent to the Supervisory Board mandates of Prof. Dr. Martin Winterkorn and Hans Dieter Pötsch at Porsche Automobil Holding SE.

The AfGG, which was dissolved on September 21, 2012, also granted individual approvals to transactions with Dr. Ing. h.c. F. Porsche AG, as well as a number of subsidiaries and the State of Lower Saxony on February 27, 2012. A number of members of the AfGG are also members of the Supervisory Board of Porsche Automobil Holding SE and Dr. Ing. h.c. F. Porsche AG. Jörg Bode was the Minister of Economic Affairs, Labor and Transport for the Federal State of Lower Saxony. No material conflicts of interest were discernible in this respect. All approvals were granted unanimously.

On July 4, 2012, the IAK, which was chaired by Prof. Dr. Ferdinand K. Piëch until its dissolution on September 21, 2012, approved the implementation of the plan for the contribution of the operating business of Porsche Automobil Holding SE to Volkswagen AG. On July 29, 2012, it approved the increase of Volkswagen AG’s share capital by one ordinary share in connection with the contribution of Porsche Automobil Holding SE’s operating business to Volkswagen AG. Further information is in the chapter Structure of the Group of this financial report. Prof. Dr. Ferdinand K. Piëch took part in the resolutions.

No other discernible conflicts of interest were reported or arose in the reporting period.