Audit of annual and consolidated financial statements

The Annual General Meeting on April 23, 2009 elected PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft as auditors for fiscal year 2009. The auditors audited the annual financial statements of Volkswagen AG, the consolidated financial statements of the Volkswagen Group and the combined management report. They issued unqualified audit reports on all of these documents. The auditors also assessed the risk management system, 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 by Volkswagen AG on Relationships with Affiliated Companies in Accordance with Section 312 of the AktG” (dependent company report) submitted by the Board of Management was also reviewed by the auditors, who issued the following opinion: “On completion of our review and assessment in accordance with professional standards, we confirm that the actual disclosures contained in the report are accurate, and that the consideration paid by the Company for the transactions listed in the report was not inappropriately high.”

The documentation relating to the annual financial statements, including the dependent company report, and the audit reports were provided to all members of the Audit Committee and the Supervisory Board in good time for their meetings on February 24, 2010 and February 26, 2010 respectively. At both meetings, the auditors reported extensively on the principal findings of their audit and were available to provide additional information if required.

Taking into consideration the audit reports and the discussion with the auditors as well as their own conclusions, the Audit Committee prepared the documents for our own review of the consolidated financial statements, the annual financial statements of Volkswagen AG, the combined management report and the dependent company report and reported on this at our meeting on February 26, 2010. Furthermore, the Audit Committee recommended that we approve the annual financial statements. We rigorously examined the documents on the basis of this report and the audit report as well as in talks and discussions with the auditors. We came to the conclusion that the assessment of the position of the Company and the Group presented by the Board of Management in the management report corresponds to the assessment by the Supervisory Board. At our meeting on February 26, 2010, we therefore concurred with the auditors’ findings and approved the annual financial statements prepared by the Board of Management and the consolidated financial statements. The annual financial statements are thus adopted. Our examination of the dependent company report did not result in any objections 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.

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