Topics discussed by the Supervisory Board


At the Supervisory Board meeting on March 2, 2009, we examined in detail and subsequently approved the annual financial statements of Volkswagen AG and the consolidated financial statements prepared by the Board of Management for 2008. We also examined the dependent company report prepared by the Board of Management and did not raise any objections to the concluding declaration by the Board of Management in the dependent company report.

Our meeting on April 22, 2009 mainly addressed strategic issues. Other main topics included the current development of the Volkswagen Group and its brands, the situation in the global automotive markets in light of the financial and economic crisis, and progress in the construction of the production facilities in India and the USA.

The Supervisory Board met on July 23, 2009 to discuss plans to create an integrated automotive group with Porsche. Following in-depth discussion and consultation, we approved these plans and instructed the Board of Management to bring to a conclusion the talks on a related Comprehensive Agreement that had already been initiated.

The Supervisory Board held another meeting on August 13, 2009. This meeting was convened to discuss the Comprehensive Agreement on the creation of an integrated automotive group, the draft of which had then been prepared. The Supervisory Board approved the signature of the Comprehensive Agreement, among other things on condition that an investment bank engaged by the Supervisory Board confirmed the Porsche AG valuation. This confirmation was supplied shortly thereafter.

At the next meeting of the Supervisory Board on September 11, 2009, we dealt with the Comprehensive Agreement, which had by then passed through additional drafting rounds, and approved the amendments presented to us. We also reached agreement on the draft motion to be resolved by the Extraordinary General Meeting that was held in Hamburg on December 3, 2009. This meeting also addressed the Board of Management’s plans to invest in expanding production capacity in China. We approved this investment plan after a detailed examination.

At the Supervisory Board meeting on November 11, 2009, which was continued on November 19, we dealt in great detail with the negotiated implementation agreements on the Comprehensive Agreement, which by then had been signed. After lengthy discussions, we approved the signature of these agreements subject to two amendments we had proposed. We also instructed the Board of Management to explore possibilities with regard to Karmann, Osnabrück, and we approved the Board of Management’s plans to systematically develop the innovative field of electric traction to be able to leverage the substantial opportunities this offers. A Group Chief Officer for Electric Traction was appointed for this purpose.

At our meeting on November 20, 2009, we approved the Board of Management’s concept for acquiring machinery, equipment and land belonging to the Karmann holding company at the Osnabrück site, and to launch a new vehicle project there after the establishment of a Volkswagen subsidiary. We also discussed in detail the Volkswagen Group’s investment and financial planning for the period 2010 to 2012 and approved the Board of Management’s plans on these matters. Another topic at this meeting was the remuneration system for the Board of Management. Information on the remuneration system for the Board of Management and the Supervisory Board, together with the remuneration actually paid in fiscal year 2009, can be found in the Remuneration Report.

The Supervisory Board convened a meeting on December 2, 2009 to prepare the Extraordinary General Meeting that was held in Hamburg on December 3, 2009.

Another Supervisory Board meeting was held on December 3, 2009 following the Extraordinary General Meeting. This meeting addressed the agreement with Suzuki on a strategic partnership. Following a detailed discussion, we concurred with the Board of Management’s plans for this.

Potential conflicts of interest arose in connection with the creation of an integrated automotive group. Dr. Wolfgang Porsche, Dr. Ferdinand Oliver Porsche, Dr. Hans Michel Piëch and the Supervisory Board Chairman, Dr. Ferdinand K. Piëch, therefore abstained from the votes on the Comprehensive Agreement and the implementation agreements. In addition, the Supervisory Board at its meeting on September 11, 2009, and the Presidium at its meeting on March 23, 2009, amicably approved the loan to Dr. Ing. h.c. F. Porsche AG, which has now been repaid.

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