Declaration of conformity

On February 27, 2012 the Board of Management and the Supervisory Board of Volkswagen AG issued a declaration of conformity with the German Corporate Governance Code. This became necessary due to changes in its application since the previous declaration of conformity was submitted on November 18, 2011. In this document, the Board of Management and Supervisory Board declare that, since the last declaration of conformity was submitted on November 18, 2011, the recommendations of the Government Commission on the German Corporate Governance Code in the version dated May 26, 2010 published by the German Federal Ministry of Justice on July 2, 2010 have been complied with, with the exception of article 4.2.3(4) (severance payment cap). They further state that, as of the declaration of February 27, 2012, all recommendations were fully complied with, with the exception of article 4.2.3(4) (severance payment cap), 5.1.2 (age limit for members of the Board of Management) and 5.5.3 sentence 1 (report to the Annual General Meeting about conflicts of interest that have arisen and how they are being handled).

The reasons for these exceptions can be found in the declarations of conformity, which are published on our website, www.volkswagenag.com/ir.

The annual declaration of conformity with the German Corporate Governance Code as required by section 161 of the Aktiengesetz (AktG – German Stock Corporation Act) was issued by the Board of Management and the Supervisory Board of Volkswagen AG on November 23, 2012. In this document, they declare that, since the last declaration of conformity was submitted on February 27, 2012, the recommendations in the version dated May 26, 2010 published on July 2, 2010 were complied with, with the exception of article 4.2.3(4) (severance payment cap), 5.1.2 (age limit for members of the Board of Management) and 5.5.3 sentence 1 (report to the Annual General Meeting about conflicts of interest that have arisen and how they are being handled), up to the publication of the new version dated May 15, 2012 published on June 15, 2012.

From June 15, 2012 until the current declaration of conformity was submitted on November 23, 2012, the recommendations of May 15, 2012 published on June 15, 2012 were complied with, with the following exceptions: articles 4.2.3(4) (severance payment cap), 5.1.2 (age limit for members of the Board of Management), 5.3.2 sentence 3 (independence of the Chairman of the Audit Committee), 5.4.1(2) (specification of concrete objectives regarding the composition of the Supervisory Board), 5.4.1(4 to 6) (disclosure regarding election recommendations), 5.4.6(2) (performance-related remuneration of members of the Supervisory Board) and 5.5.3 sentence 1 (report to the Annual General Meeting about conflicts of interest that have arisen and how they are being handled).

In this document, the Board of Management and Supervisory Board also declare that, as of the declaration of November 23, 2012, the recommendations of May 15, 2012 published on June 15, 2012 have been and will continue to be complied with, with the exception of articles 4.2.3(4) (severance payment cap), 5.1.2 (age limit for members of the Board of Management), 5.3.2 sentence 3 (independence of the Chairman of the Audit Committee), 5.4.1(4 to 6) (disclosure regarding election recommendations), 5.4.6(2) (performance-related remuneration of members of the Supervisory Board) and 5.5.3 sentence 1 (report to the Annual General Meeting about conflicts of interest that have arisen and how they are being handled).

The reasons for these exceptions can be found in the declarations of conformity, which are published on our website, www.volkswagenag.com/ir.

The suggestions of the current version of the German Corporate Governance Code have been complied with in full since June 15, 2012. With regard to the previous version of the Code, a deviation from the recommendation in article 5.4.6(2) sentence 2 was declared as a precautionary measure until June 15, 2012. It was unclear whether the remuneration of members of the Supervisory Board, which is regulated by the shareholders in article 17(1) of the Volkswagen AG Articles of Association by means of a link to dividend distribution among other things, represented a variable compensation component in line with the provisions of article 5.4.6(2) of the German Corporate Governance Code.

Our listed subsidiaries AUDI AG, MAN SE and Renk AG have also issued declarations of conformity with the German Corporate Governance Code.

The annual declaration of conformity with the German Corporate Governance Code was issued by the Board of Management and the Supervisory Board of AUDI AG on November 29, 2012. In this document, the two Boards declare that the recommendations of the Government Commission on the German Corporate Governance Code in the version dated May 26, 2010 published on July 2, 2010 were complied with up to the publication of the new version dated May 15, 2012 on June 15, 2012. However, there were qualifications: the Supervisory Board has not formed a Nomination Committee (article 5.3.3 of the Code) and members are not elected to the Supervisory Board on an individual basis (article 5.4.3 sentence 1 of the Code).

The two Boards furthermore declared that the recommendations of the version dated May 15, 2012 published on June 15, 2012 were and will continue to be complied with, with the exception of articles 5.1.2(2) sentence 3, and 5.4.1(2) sentence 1 (age limit for Board of Management and Supervisory Board members), 5.3.2 sentence 3 (independence of the Audit Committee Chairman), 5.3.3 (nomination committee), 5.4.1 (4 to 6) (disclosure regarding election recommendations), 5.4.2 (no more than two former Board of Management members to sit on the Supervisory Board), 5.4.3 sentence 1 (election to the Supervisory Board on an individual basis), 5.4.6(2) sentence 2 (performance-related remuneration of members of the Supervisory Board), 5.5.3 sentence 1 (report to the Annual General Meeting about conflicts of interest that have arisen and how they are being handled).

The reasons for these exceptions are explained in the declaration of conformity, which is published at www.audi.com/cgk-declaration.

AUDI AG complies with the suggestions of the German Corporate Governance Code without exception.

In their declaration of conformity with the German Corporate Governance Code in December 2012, the Executive Board and Supervisory Board of MAN SE declared that the recommendations of the German Corporate Governance Code in the version dated May 26, 2010 published on July 2, 2010 were complied with up to June 15, 2012 in accordance with MAN SE’s declaration of conformity of December 2011.

The recommendations of the German Corporate Governance Code in the version dated May 15, 2012 published on June 15, 2012 were complied with, with the exception of articles 5.3.2 sentence 3 (independence of the Chairman of the Audit Committee) and 5.4.6(2) (performance-related remuneration of members of the Supervisory Board), from June 15, 2012 until the date of submission of the current declaration of conformity. Following the necessary consultations and the corresponding decision by the Supervisory Board, article 5.4.1(2) (specification of concrete objectives regarding the composition of the Supervisory Board) has been complied with since December 12, 2012.

The Executive Board and Supervisory Board of MAN SE also declare that, from the date of issue of the current declaration in December 2012, the recommendations of the German Corporate Governance Code in the version of May 15, 2012 published on June 15, 2012 have been complied with, with the exception of articles 5.3.2 sentence 3 (independence of the Chairman of the Audit Committee), 5.4.6(2) (performance-related remuneration of members of the Supervisory Board) and 5.5.3 sentence 1 (report to the Annual General Meeting about conflicts of interest that have arisen and how they are being handled).

The reasons for these exceptions are explained in the declaration of conformity, which is available at www.man.eu/en.

At Scania AB, the management and supervisory functions are split between the Annual General Meeting, the Board of Directors and the President and CEO. They are governed by the articles of association, Swedish company law, the stock exchange admission criteria and other laws and regulations to be complied with, such as the Swedish Corporate Governance Code. Additional details on Scania AB’s corporate governance and the relevant declaration of conformity with the Swedish Corporate Governance Code are available at www.scania.com/scania-group/corporate-governance.