Corporate Governance and Declaration of conformity

The current version of the German Corporate Governance Code and its implemen-tation at Volkswagen was the focus of our meeting on November 21, 2008. In this context, we also dealt in particular with the changes published by the “Government Commission on the German Corporate Governance Code” on August 8, 2008. On November 21, 2008, together with the Board of Management, we issued the declaration required under section 161 of the Aktiengesetz (AktG – German Stock Corporation Act) regarding compliance with the recommendations of the Code. The Board of Management and the Supervisory Board comply with all recommendations of the Code with one exception. The exception affects the recommended introduction of a cap on severance payments in Board of Management agreements. Professional circles doubt the effectiveness of such caps. In addition, such caps reduce the ability of the Supervisory Board of Volkswagen AG to act without offering significant advantages in view of the applicable legal situation.

A consensus was reached on the new recommendation that the full Supervisory Board should decide and regularly review the remuneration system for the Board of Management, including the essential elements of their contracts, with the result that the Supervisory Board approved a resolution at its meeting on November 21, 2008 to follow this recommendation. The remuneration system was reviewed at this meeting and no amendments were resolved.

The joint declaration of conformity by the Board of Management and the Supervisory Board is permanently available on the Volkswagen AG website at www.volkswagenag.com/ir. Further information regarding the implementation of the recommendations and suggestions of the German Corporate Governance Code can be found in our Corporate Governance Report and in the Notes to the Consolidated Financial Statements.

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