Volkswagen : Articles of Association (as at July 2024) (Articles of Association July 2024

Articles of Association

AS AT JULY 2024

Articles of Association

of Volkswagen Aktiengesellschaft

As at July 2024

The version of the Articles of Association is a translation of the German original.

The German takes precedence.

1. General Provisions

§ 1

Name and Registered Office

The name of the Company is:

VOLKSWAGEN AKTIENGESELLSCHAFT

The Company has its registered office at Wolfsburg.

§ 2

Objects of the Enterprise

1. The objects of the enterprise are the manufacture and sale of vehicles and engines of all kinds, accessories therefore as well as all other equipment, machinery, tools and other technical products.
2. The Company is entitled to do all such things and take all such measures as are connected with the objects of the enterprise or as appear capable of furthering such objects directly or indirectly. It may, in pursuance thereof, also establish branches within Germany and abroad, found and acquire other enterprises or participate in such enterprises.

• 3

Notices and announcements

1. The Company's notices are published in the "Bundesanzeiger" (Federal Gazette), insofar as the law does not require anything to the contrary.
2. Announcements to shareholders and to holders of investments equivalent to shares and certificates representing shares may also be transmitted electronically subject to the conditions prescribed by law.

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1. Capital Stock and Shares

§ 4

Capital Stock

1. The capital stock of the Company totals EUR 1,283,315,873.28 and is divided into 295,089,818 ordinary shares and 206,205,445 non-voting preferred shares.
2. Upon distribution of profits, the non-voting preferred shares shall enjoy the preferential rights set out in § 27 of the Articles of Association. The right remains reserved, pursuant to section 141(2) sentence 2 of the Aktiengesetz (AktG - German Stock Corporation Act), to issue additional preferred shares which, upon distribution of profits or the Company's assets, shall rank equally with the then existing non-voting preferred shares.
3. The shares are no par value bearer shares.
4. The Board of Management is authorized to increase the share capital up to May 9, 2028, with the consent of the Supervisory Board, by issuing new non-voting preferred bearer shares which, upon distribution of profits or the Company's assets, shall rank equally with the then existing non-voting preferred shares, against cash contributions on one or more occasions by up to a maximum of EUR 227,543,994.88. The shareholders shall be granted preemptive rights to the new shares issued.
   The Board of Management shall decide, with the consent of the Supervisory Board, on the further details of the rights attaching to the shares and the conditions applicable to the issuance of the shares.

• 5

Share Certificates

1. The form of the share certificates and of dividend coupons and renewal talons will be determined by the Board of Management with the consent of the Supervisory Board.
2. Shareholders are not entitled to claim individual certification of their interest, to the extent that certification is not required by the rules that apply on a stock exchange on which the shares are listed. Global certificates on shares may be issued.

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1. The Board of Management

§ 6

Composition and By-Laws

1. The number of the members of the Board of Management will be determined by the Supervisory Board. The Board of Management must consist of at least three persons.
2. The Supervisory Board may appoint a Chairman of the Board of Management. In the event of differences of opinion arising within the Board of Management, the Chairman of such Board shall not have any right to resolve the matter himself. In the case of an equality of votes he shall have the casting vote.
3. After hearing the views of the Board of Management, the Supervisory Board shall issue by-laws for the Board of Management regulating, inter alia, the allocation of responsibilities within the Board of Management.

§ 7

Legal Representation

The Company will be represented by two members of the Board of Management or by one such member and one authorized signatory.

§ 8

Deputy Members of the Board of Management

The provisions concerning the members of the Board of Management shall also apply to deputy members of the Board of Management.

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§ 9

Matters Requiring Consent

1. The Board of Management shall require the prior consent of the Supervisory Board before undertaking any of the following:
2. 1. Establishment and closure of branches
   2. Establishment and relocation of production facilities
   3. Formation and dissolution of other enterprises or acquisition and disposal of holdings in other enterprises
   4. Investments within the scope of investment programmes which are to be submitted on a regular basis and investments such as are outside the scope of such investment programmes insofar as the costs in any individual case exceed a limit to be laid down by the Supervisory Board
   5. Raising of loans or credits which exceed the scope of routine business
   6. Assumption of guarantees and similar commitments as well as granting of credits insofar as such measures exceed the scope of routine business
   7. Acquisition, disposal and encumbering of real property and equivalent rights
   8. Appointment of authorized signatories and fully authorized representatives
3. The Supervisory Board may make matters of other types dependent upon its consent. It may grant its general consent in advance with regard to matters of particular kinds.

• 10

Authorized Signatory Rights

Authorized signatory rights may be granted only such that one authorized signatory may represent the Company together with a member of the Board of Management or one other authorized signatory.

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IV. Supervisory Board

§ 11

Composition, Election, Resignation

1. The Supervisory Board has twenty members. The State of Lower Saxony is entitled to appoint two members of the Supervisory Board of the Company for as along as the State of Lower Saxony directly or indirectly holds at least 15 percent of the Company's ordinary shares.
2. They shall be elected for a period up to the end of the Annual General Meeting which resolves on their discharge from liability in respect of the fourth fiscal year following the commencement of their term of office; the fiscal year in which the term of office commences shall not be included. If a member of the Supervisory Board resigns during his term of office, the election of his successor shall be effective only in respect of the remainder of the term of office of the resigning member.
3. A member of the Supervisory Board may at any time resign from his office with one month's notice by submitting a statement in writing to the Chairman of the Supervisory Board. With the approval of the Chair of the Supervisory Board, observance of this notice may be waived. The right to resign from office for cause shall remain unaffected.

§ 12

Chairman of the Supervisory Board and Casting of Votes

1. In accordance with section 27(1) and (2) ot the Mitbestimmungsgesetz (MitbestG - German Codetermination Act) of May 4, 1976, the Supervisory Board shall elect for the duration of its term of office (§ 11(2) above) a Chairman of the Supervisory Board and a deputy from among its number.
2. Immediately following the election of the Chairman of the Supervisory Board and of his deputy, the Supervisory Board shall establish the committee provided for in section 27(3) of the Mitbestimmungsgesetz (MitbestG - German Codetermination Act) of May 4, 1976. The Supervisory Board may establish additional committees from among its number in respect of particular matters.
3. Any Supervisory Board member who is unable to attend a meeting of the Supervisory Board or its committees shall be entitled to vote on the individual agenda items by means of written proxy submitted by another member. For the Chairman, this shall also apply with regard to his second vote.

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§ 13

Declarations of Intent by the Supervisory Board

Declarations of intent by the Supervisory Board will be given in its name by the Chairman of the Supervisory Board.

§ 14

Convening of Meetings

The Supervisory Board will be convened by the Chairman. Meetings do not require to be convened in any particular manner. When meetings are convened, notification should also be given of the agenda. The Chairman shall determine the place and time of meetings of the Supervisory Board.

§ 15

Resolutions

1. The Supervisory Board shall be quorate only if at least ten members participate in voting on resolutions.
2. The presiding Chairman shall determine the form of meeting and mode of voting on the Supervisory Board and its committees. If so determined by the Chairman from case to case, meetings may also be conducted, or members participate in meetings, by means of telecommunication links. The Chairman may also determine that the resolutions passed by the members of the Supervisory Board or its committees be issued in writing, by telephone, or in some other comparable form.
3. Resolutions of the Supervisory Board shall require the majority of the votes cast unless these Articles of Association or the law provide otherwise. Abstentions shall not be regarded as votes cast. If voting within the Supervisory Board produces an equality of votes, the Chairman of the Supervisory Board shall, on a further vote on the same subject which likewise produces an equality of votes, have two votes. § 12(3) of the Articles of Association is also to be applied to the casting of the second vote. The Deputy Chairman shall not have a second vote.
4. Resolutions concerning the establishment and relocation of production facilities shall require a majority of two thirds of the members of the Supervisory Board.

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§ 16

By-Laws

The Supervisory Board shall issue by-laws regulating its own affairs.

§ 17

Remuneration

1. The members of the Supervisory Board shall receive a fixed remuneration of EUR 170,000 per fiscal year in addition to the reimbursement of their expenses.
2. The Chairman of the Supervisory Board shall receive three times the amount, and the Deputy Chairman shall receive two times the amount of the fixed remuneration specified in subsection 1 above.
3. In addition, each member of the Supervisory Board shall receive an additional fixed remuneration of EUR 75,000 per committee per fiscal year for his work in a committee of the Supervisory Board, if the respective committee has met at least once a year in fulfilment of its duties. This shall not include membership of the Nomination Committee and the Mediation Committee in accordance with section 27(3) of the Mitbestimmungsgesetz (MitbestG - German Codetermination Act).
   The chairmen of the committees shall receive two times the amount, and their deputy chairmen shall receive one-and-a-half times the amount of the aforementioned committee remuneration.
   The work on a maximum of two committees shall be included in calculating the remuneration. In case this maximum is exceeded the two most highly remunerated functions shall be decisive for the respective remuneration.
4. Members of the Supervisory Board who have been members of the Supervisory Board or a committee of the Supervisory Board for only part of a fiscal year shall receive the remuneration on a pro rata temporis basis.
5. For attendance at a meeting of the Supervisory Board or of a committee of the Supervisory Board each attending member shall receive an attendance fee of EUR 1,000; if several meetings take place on the same day, the attendance fee shall only be paid once.
6. The remuneration and the attendance fees shall be payable after the end of each fiscal year.
7. The Company shall reimburse to each Supervisory Board member the VAT incurred on his remuneration. In addition, the Company undertakes to conclude a liability insurance in favor of the members of the Supervisory Board.

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1. General Meeting

§ 18

Annual General Meeting

The Annual General Meeting shall take place within the first eight months of each fiscal year.

§ 19

Convening

1. The General Meeting will be convened by the Board of Management or, in such cases as are provided for by the law, by the Supervisory Board. It shall take place at the location of the Company's registered office, at the location of any German stock exchange or at another suitable location in Germany.
2. The Annual General Meeting must be convened at least 36 days before the Annual General Meeting. The date on which it is convened and the date of the Annual General Meeting shall not be included in the day count. Section 121 (7) of the Aktiengesetz (AktG - German Stock Corporation Act) shall apply in other respects.
3. The Board of Management is authorized to provide that General Meetings held within five years of the date of entry of this provision of the Articles of Association in the commercial register are held virtually without the physical presence of shareholders or their proxy holders at the venue of the General Meeting (Virtual General Meeting).

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Agenda

The agenda must be announced when the General Meeting is convened; no resolutions may be adopted on items of the agenda that are announced at a later date. This does not apply to items that are only added to the agenda and announced after the General Meeting has been convened at the request of a minority in accordance with section 122(2) or (3) of the Aktiengesetz (AktG - German Stock Corporation Act). Irrespective of the majority that is required to adopt a resolution, resolutions may only be adopted on such items if the items (in each case including the reasons or proposed resolution) are received by the Company at least 30 days before the General Meeting; the date of receipt shall not be included in the day count.

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