Volkswagen : Rules of Procedure for the Supervisory Board and its committees

Rules of Procedure for the Supervisory Board

of

Volkswagen Aktiengesellschaft

In the version resolved by the Supervisory Board on 24 September 2021

I. Chairman and Deputy Chairman, Mediation Committee, committees, office of the Chairman of the Supervisory Board

1. The work of the Supervisory Board is the result of collaboration of its members.
2. Immediately following the election of the Chairman of the Supervisory Board and the Deputy Chairman, the Supervisory Board shall set up the committee provided for in Article 27 of the German Co-determination Act (Mediation Committee). The Supervisory Board may set up additional committees for specific tasks such as for preparing and monitoring its resolutions. Apart from the Mediation Committee, the Supervisory Board has meanwhile set up the Executive Committee, the nomination Committee, the Audit Committee and the Special Diesel Engine Committee.
3. A committee may only adopt resolutions on behalf of the Supervisory Board if it has been authorised to do so by the Supervisory Board and if the committee consists of at least three Supervisory Board members. The Supervisory Board may adopt resolutions itself at any time although it has authorised a committee to adopt resolutions on its behalf. Resolutions of the Supervisory Board overrule resolutions

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of a committee. The Supervisory Board regulates the composition and responsibilities of the committees by resolution within the framework of the legal provisions. It may also resolve on the committees' own rules of procedure; the Supervisory Board has currently resolved on own rules of procedure for the Executive Committee, the Audit Committee and for the Special Diesel Engine Committee. Reports on the work done by the committees are to be submitted to the Supervisory Board on a regular basis.

1. The members of the Mediation Committee shall be the Chairman of the Supervisory Board, the Deputy Chairman and two further members elected respectively, by a majority vote, by the employee representatives and the shareholder representatives on the Supervisory Board. The Mediation Committee shall be quorate only if all its members participate in the voting on a resolution. Members of the Mediation Committee who abstain from voting shall also participate in the adoption of a resolution.
2. The Supervisory Board may, in the individual case, set up a committee for transactions with related parties within the meaning of section 111a of the German Stock Corporation Act. A committee for transactions with related parties within the meaning of section 111a of the German Stock Corporation Act shall consist of up to six members. The Supervisory Board shall elect three of the members on the recommendation of the shareholder representatives and three on the recommendation of the employee

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representatives on the Supervisory Board. The Supervisory Board shall elect the chairman of a committee for transactions with related parties on the recommendation of the shareholder representatives on the Supervisory Board and the Deputy chairman on the recommendation of the employee representatives on the Supervisory Board. Persons who are members of the Board of Management or the management of a related party within the meaning of section 111a of the German Stock Corporation Act may not be members of a committee for transactions with related parties.

1. The Chairman of the Supervisory Board shall, to a reasonable extent, hold meetings with investors regarding issues specific to the Supervisory Board and, in agreement with the Board of Management, on issues that are not specific to the Supervisory Board. The Chairman of the Supervisory Board shall subsequently inform the Supervisory Board of meetings with investors.
2. The Supervisory Board's business shall be conducted by an independent office of the Chairman of the Supervisory Board. The Chairman of the Supervisory Board shall ensure the independent status and professional composition of the office of the Chairman of the Supervisory Board and, in agreement with the competent members of the Board of Management, shall have control over the staff.

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1. 1. Meetings, convening meetings
2. As a rule, the Supervisory Board adopts its resolutions in meetings of its members.
3. The Supervisory Board must come together for at least two meetings per calendar half year. Additional meetings shall be convened if requested by a Supervisory Board member or the Board of Management, stating the purpose and reasons for such meetings. Apart from that, the Chairman of the Supervisory Board shall decide on the convening of additional meetings in the company's best interest.
4. Article 14 of the Articles of Association applies to the convening of the meeting, for which three weeks advance notice shall generally be given. When calculating the three-week notice period, the date of the dispatch shall be decisive, and not the receipt by the members of the Supervisory Board. The Chairman of the Supervisory Board may shorten this three-week notice period appropriately in urgent cases.
   If a Supervisory Board member or the Board of Management requests that the Chairman of the Supervisory Board immediately convene a meeting, giving the purpose and reasons for the meeting, the meeting must be held within two weeks after having been convened. Should the Chairman of the Supervisory Board determine pursuant to paragraph 15(2) of the Articles of

Association that statements of Supervisory Board

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members be submitted in writing or in a similar form, the chairman shall set a reasonable time limit for the casting of votes.

4. The Supervisory Board shall meet without the Management Board on a regular basis. A discussion shall generally be held at the end of each meeting of the Supervisory Board at which no member of the Board of Management is present. A separate discussion at which no member of the Board of Management is present shall also be held if such is resolved by the Supervisory Board; each Supervisory Board member may request at any time that the Supervisory Board decide on such separate discussion. The Chairman of the Supervisory Board shall further more decide on the extent to which he/she will invite members of the Board of Management to a meeting of the Supervisory Board. The Supervisory Board may resolve otherwise. To the extent that the Supervisory Board has not provided otherwise, members of the Board of Management shall only attend meetings of the committees if so determined by the chairman of the committee; the committee may deviate from the determination of the chairman of the committee by resolution. If the auditor is called in to attend a meeting of the Supervisory Board or a committee as an expert, in derogation of the above the members of the Board of Management shall not take part in that meeting unless the Supervisory Board or the committee considers their participation necessary.

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