Topics discussed by the Supervisory Board

The first Supervisory Board meeting in the reporting year took place on February 24, 2022 and discussed plans for the IPO of Dr. Ing. h.c. F. Porsche AG and the sale of 25% plus one ordinary share of Dr. Ing. h.c. F. Porsche AG to Porsche Automobil Holding SE.

The next meeting of the Supervisory Board took place on March 4, 2022. Alongside the development and manufacture of a forward-looking electric vehicle from the Volkswagen Passenger Cars brand, the meeting’s agenda primarily comprised formal topics.

The Supervisory Board convened for another meeting on March 11, 2022. Following a detailed examination, we approved the consolidated financial statements and the annual financial statements of Volkswagen AG for 2021 prepared by the Board of Management. We examined the combined management report, the combined separate nonfinancial report for 2021 and the precautionary Report by the Board of Management on Relationships of Volkswagen AG with Affiliated Companies in accordance with section 312 of the AktG (dependent company report). Upon completion of our examination of the dependent company report, we came to the conclusion that there were no objections to be raised to the concluding declaration by the Board of Management in the dependent company report. The other items on the agenda included the issue of the audit engagement for the 2022 annual and consolidated financial statements as well as the engagement for the review of the condensed consolidated interim financial statements and interim management reports for 2022, the engagement for the external audit of the content of the combined separate nonfinancial report for 2022 and of the remuneration report for 2022, and the agenda for and convening of the 62nd Annual General Meeting of Volkswagen AG.

At the next Supervisory Board meeting on April 7, 2022, the focus was on the composition of the Board of Management of Volkswagen AG and Audi’s possible entry into the Formula 1 race series.

On May 11, 2022, the Supervisory Board held a meeting that, alongside the plans for the manufacture of all-electric models for the US market under the Scout brand, particularly discussed the IPO of Dr. Ing. h.c. F. Porsche AG and the sale of 25% plus one ordinary share of Dr. Ing. h.c. F. Porsche AG to Porsche Automobil Holding SE, the composition of the Board of Management and Supervisory Board of Volkswagen AG, and preparations for the 62nd Annual General Meeting of Volkswagen AG.

The next meeting of the Supervisory Board took place following the Annual General Meeting of Volkswagen AG on May 12, 2022; we discussed the composition of the Supervisory Board of Volkswagen AG and analyzed the Annual General Meeting.

At the Supervisory Board meeting on July 8, 2022, we discussed, among other things, the composition of the Board of Management of Volkswagen AG and the plans relating to the IPO of Dr. Ing. h.c. F. Porsche AG and the sale of 25% plus one ordinary share of Dr. Ing. h.c. F. Porsche AG to Porsche Automobil Holding SE. We also discussed the raw materials strategy.

The Supervisory Board meeting on July 22, 2022, focused on the composition of the Board of Management of Volkswagen AG. We resolved at this meeting to appoint Dr. Oliver Blume as the Chair of the Board of Management of Volkswagen AG effective September 1, 2022, and agreed with Dr. Herbert Diess that he would step down from this position at the same time.

The Supervisory Board held its next meeting on August 30, 2022, also to discuss the composition of the Board of Management of Volkswagen AG. We discussed changes to Group management and a new allocation of responsibilities on the Board of Management. In this context, the Board of Management was also slimmed down to nine members, and a number of Group Management functions were created as an extension to the board-level management functions.

At the Supervisory Board meetings on September 5, September 18 and September 28, 2022, we discussed the IPO of Dr. Ing. h.c. F. Porsche AG and the sale of 25% plus one ordinary share of Dr. Ing. h.c. F. Porsche AG to Porsche Automobil Holding SE. Among other things, we decided, based on the rules on related-party transactions, to approve the conclusion of the share purchase agreement between Volkswagen AG and Porsche Automobil Holding SE regarding the sale of 25% plus one ordinary share of Dr. Ing. h.c. F. Porsche AG to Porsche Automobil Holding SE.

The meeting of the Supervisory Board on September 30, 2022 focused particularly on strategic issues. Among other things, we discussed the plans of the Board of Management regarding a partnership in China in the field of artificial intelligence and the way forward with regard to the business activities of Scania and MAN in Russia.

On October 13, 2022, the Supervisory Board held a meeting in which we again looked at strategic issues.

At the Supervisory Board meeting on November 11, 2022, we discussed the composition of the Board of Management of Volkswagen AG. We also discussed with the Board of Management the status of the development and production of a forward-looking electric vehicle from the Volkswagen Passenger Cars brand as well as plans for the manufacture of all-electric models for the US market. In addition, we looked at the current status of the Volkswagen Group’s investment and financial planning for the period from 2023 to 2027. Together with the Board of Management, we issued the annual declaration of conformity with the German Corporate Governance Code and resolved in this context to update the profile of skills and expertise for the Supervisory Board.

The final Supervisory Board meeting of the reporting year took place on December 15, 2022. At this meeting, we discussed preparations for the Extraordinary General Meeting on December 16, 2022 and redrafted the rules of procedure for the Board of Management.

In the reporting period, we voted in writing on, among other things, supporting the proposal by the shareholder Qatar Holding to elect Mr. Al-Mahmoud to the Supervisory Board, the election of Mr. Al-Mahmoud as Chair of the Audit Committee, HR-related matters, and consent to ancillary activities by members of the Board of Management.

The following table shows the number of meetings of the full Board and the committees as well as the individual participation of the members of the Supervisory Board in 2022: