Declaration of conformity

(AS OF THE DATE OF THE RELEVANT DECLARATION)

On February 22, 2013, the Board of Management and the Supervisory Board of Volkswagen AG issued a supplement to the declaration of conformity with the recommendations of the German Corporate Governance Code as required by section 161 of the Aktiengesetz (AktG – German Stock Corporation Act) dated November 23, 2012. This supplement became necessary due to changes in the application of the Code since the declaration of conformity was submitted. In this document, the Board of Management and Supervisory Board declare that the recommendations by the Government Commission on the German Corporate Governance Code of May 15, 2012 published by the German Federal Ministry of Justice on June 15, 2012 (2012 German Corporate Governance Code) have been complied with in full, with the exception of articles 4.2.3(4) (severance payment cap), 5.1.2(2) sentence 3 (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 Board of Management and Supervisory Board also declare that the declaration of conformity submitted on November 23, 2012 has been qualified to exclude compliance with the recommendation in article 4.2.3(3) sentence 3 (exclusion of retroactive changes to comparative parameters) for the 2012 bonus. The reason for this additional exception can be found in the supplement to the declaration of conformity issued on February 22, 2013, which is published on our website, www.volkswagenag.com/ir.

The Board of Management and the Supervisory Board of Volkswagen AG issued the annual declaration of conformity with the German Corporate Governance Code as required by section 161 of the AktG on November 22, 2013. In this document, they declare that, in the period between the declaration of November 23, 2012 and the announcement of the new version of the German Corporate Governance Code dated May 13, 2013 on June 10, 2013, the recommendations of the 2012 German Corporate Governance Code were complied with, with the exception of articles 4.2.3(4) (severance payment cap), 5.1.2(2) sentence 3 (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), 5.5.3 sentence 1 (report to the Annual General Meeting about conflicts of interest that have arisen and how they are being handled) and 4.2.3(3) sentence 3 (exclusion of retroactive changes to comparative parameters).

From June 10, 2013 until submission of the declaration of November 22, 2013, the recommendations of the Government Commission on the German Corporate Governance Code of May 13, 2013 published by the German Federal Ministry of Justice on June 10, 2013 (2013 German Corporate Governance Code) were complied with, with the following exceptions: articles 4.2.3(4) (severance payment cap), 5.1.2(2) sentence 3 (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), 5.5.3 sentence 1 (report to the Annual General Meeting about conflicts of interest that have arisen and how they are being handled) and 4.2.2(2) sentence 3 (vertical comparison of remuneration).

In this document, the Board of Management and Supervisory Board also declare that, as of the declaration of November 22, 2013, the recommendations of the 2013 German Corporate Governance Code have been and will continue to be complied with, with the exception of articles 4.2.3(4) (severance payment cap), 5.1.2(2) sentence 3 (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 declaration of conformity, which is published on our website, www.volkswagenag.com/ir.

The suggestions of the current version of the German Corporate Governance Code are complied with in full.

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

The Board of Management and the Supervisory Board of AUDI AG issued the declaration of conformity with the German Corporate Governance Code on November 28, 2013. In this document, they state that the recommendations of the 2012 German Corporate Governance Code were complied with until the announcement of the 2013 German Corporate Governance Code on June 10, 2013. However, there were qualifications to 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 Chairman of the Audit Committee), 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) 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 departure from article 5.4.3 sentence 1 (election to the Supervisory Board on an individual basis) applied until May 15, 2013, after which this recommendation was complied with.

In this document, the two Boards furthermore declared that, as of June 10, 2013, the recommendations of the 2013 German Corporate Governance Code were and will continue to be complied with, with the exception of articles 4.2.3(2) sentence 6 (caps on overall remuneration of the Board of Management and in respect of their variable remuneration components), 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 sentence 3 (no more than two former Board of Management members to sit on the Supervisory Board), 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 current version of the German Corporate Governance Code without exception.

In their declaration of conformity with the German Corporate Governance Code of December 2013, the Executive Board and Supervisory Board of MAN SE declared that, in the period from December 2012 to June 10, 2013, the recommendations of the 2012 German Corporate Governance Code were complied with, with the exception of articles 5.3.2 sentence 3 (independence of the Chairman of the Audit Committee), 5.4.6(2) sentence 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).

From June 10, 2013 until submission of the current declaration of conformity, the recommendations of the 2013 German Corporate Governance Code were complied with, with the exception of articles 4.2.2(2) sentence 3 (vertical comparison of remuneration), 5.3.2 sentence 3 (independence of the Chairman of the Audit Committee), 5.4.6(2) sentence 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). Following the necessary consultations and the corresponding decision by the Supervisory Board, article 4.2.2(2) sentence 3 (vertical comparison of remuneration) has also been complied with since November 15, 2013.

The Executive Board and Supervisory Board of MAN SE also declare that, as of the date of issue of the current declaration in December 2013, the recommendations of the 2013 German Corporate Governance Code have been complied with, with the exception of articles 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) sentence 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.corporate.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, 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.

DECLARATION OF CONFORMITY OF VOLKSWAGEN AG www.volkswagenag.com/ir

DECLARATION OF CONFORMITY OF AUDI AG
www.audi.com/cgk-declaration

DECLARATION OF CONFORMITY OF MAN SE www.corporate.man.eu/en

DECLARATION OF CONFORMITY OF RENK AG www.renk.biz/corporated-governance.html

CORPORATE GOVERNANCE AT SCANIA AB
www.scania.com/scania-group/corporate-governance