A. Remuneration of the Members of the Board of Management

In the reporting year, the Volkswagen Group’s business was impacted by the challenging global market environment. In this environment, the Group delivered 9.0 million units to customers. This was 2.3% fewer vehicles than in the previous year. While sales revenue increased by 0.7% year-on-year to €324.7 billion, the operating result of €19.1 billion was 15.4% below the prior-year figure.

I. Principles of Board of Management remuneration

The remuneration of the Board of Management is based on the remuneration system adopted by the Supervisory Board on December 14, 2020 with effect from January 1, 2021, which the Supervisory Board most recently revised in December 2023 and April 2024 with effect from January 1, 2024 in order to better reflect the interests of the capital market in particular. The remuneration system for the members of the Board of Management is clear and transparent. It implements the requirements of the AktG as amended by the Gesetz zur Umsetzung der zweiten Aktionärsrechterichtlinie (ARUG II – German Act on the Implementation of the Second Shareholder Rights Directive) and takes into account the recommendations of the German Corporate Governance Code (the Code).

Since January 1, 2024, the financial indicator “net cash flow in the Automotive Division” has been factored into the calculation of Board of Management remuneration, replacing the previous financial performance target “operating result of the Volkswagen Group, including Chinese joint ventures (proportionate)” in the annual bonus. The Supervisory Board has also been given the option of deferring the sentiment rating as an ESG criterion because the method for measuring the sentiment rating is being restructured and the targets are being recalibrated. The Annual General Meeting approved the modified remuneration system on May 29, 2024 with 99.48% of the votes cast.

The modified remuneration system has applied since January 1, 2024 to all Board of Management members with service contracts newly concluded or renewed after the Annual General Meeting’s approval of the remuneration system on May 29, 2024. For the Board of Management members already appointed at the time of the Annual General Meeting’s approval of the remuneration system, the new remuneration system has also applied since January 1, 2024. To implement the remuneration system, Volkswagen AG reached an agreement with the members of the Board of Management on corresponding amendments to their service contracts.

For members of the Board of Management already appointed before the Supervisory Board’s first resolution on a remuneration system in accordance with section 87a of the AktG on December 14, 2020 and whose service contract has not been renewed since then, the following exceptions applied: the performance share plan continued to have only a three-year performance period, but otherwise corresponded to the performance share plan described in the remuneration system. In these cases, penalty and clawback rules were only to apply on renewal of their contracts. Exceptions in fiscal year 2024 applied solely to Markus Duesmann, who stepped down in fiscal year 2023.

The level of the Board of Management remuneration should be appropriate and attractive in the context of the Company’s national and international peer group. Criteria include the tasks of each individual Board of Management member, their personal performance, the economic situation, and the performance of and outlook for the Volkswagen Group, as well as how customary the remuneration is when measured against the peer group and the remuneration structure that applies to other areas of the Volkswagen Group. In this context, comparative studies on remuneration are conducted on a regular basis. In fiscal year 2024, all active Board of Management members decided to make a financial contribution of their own as a sign of their support for a profit improvement program by waiving 5% of their individual gross base salary for fiscal year 2024. The active members of the Board of Management want to continue in future to make a financial contribution of their own to the future-proof realignment of the Volkswagen Group under the Zukunft Volkswagen agreement. To this end, all active members of the Board of Management have agreed, for a period of up to five years from fiscal year 2025 onward, to waive part of their individual remuneration, consisting of the annual base salary and the short-term variable remuneration, actually received by them in the respective year as well as the long-term variable remuneration paid out in the respective fiscal year.

In the Remuneration Report for fiscal year 2023, the Board of Management and Supervisory Board reported in detail on the remuneration paid to members of the Board of Management in fiscal year 2023. The Annual General Meeting on May 29, 2024 approved the Remuneration Report for fiscal year 2023 with a majority of 98.59% of the votes cast. Comments by investors and investor representatives were taken into account in the preparation of the Remuneration Report for fiscal year 2024, for example the minimum and maximum achievable amounts in the short-term and long-term variable remuneration of the Board of Management members are presented even more transparently and the link between the non-financial performance criteria in the annual bonus for Board of Management members and the materiality assessment carried out as part of sustainability reporting is described.

In this chapter, we provide an overview of the remuneration system for the Board of Management members in fiscal year 2024 before going into the components of the remuneration in fiscal year 2024.

II. Overview of the remuneration components

The table below provides an overview of the components of the remuneration system applicable for fiscal year 2024 for the members of the Board of Management. The table also outlines the composition of the individual remuneration components and explains their targets, particularly in respect of how the remuneration will promote the Company’s long-term performance. A more detailed description of the remuneration system applicable for fiscal year 2024 for the members of the Board of Management is available at www.volkswagen-group.com/remuneration.

III. Remuneration of the Board of Management members appointed in fiscal year 2024

1. Board of Management members in fiscal year 2024

The members of the Volkswagen AG Board of Management in fiscal year 2024 were as follows:

• Oliver Blume, member of the Board of Management since April 13, 2018, Chair of the Board of Management since September 1, 2022, also Chair of the Executive Board of Dr. Ing. h.c. F. Porsche AG
• Arno Antlitz, member of the Board of Management since April 1, 2021
• Ralf Brandstätter, member of the Board of Management since January 1, 2022, also CEO of Volkswagen (China) Investment Company Limited
• Gernot Döllner, member of the Board of Management since September 1, 2023, also Chair of the Board of Management of AUDI AG
• Manfred Döss, member of the Board of Management since February 1, 2022
• Gunnar Kilian, member of the Board of Management since April 13, 2018
• Thomas Schäfer, member of the Board of Management since July 1, 2022
• Thomas Schmall-von Westerholt, member of the Board of Management since January 1, 2021
• Hauke Stars, member of the Board of Management since February 1, 2022

Members generally do not receive additional remuneration for discharging other mandates on management bodies, supervisory boards or similar, especially in other companies of the Volkswagen Group, as part of their Board of Management mandate. If such remuneration is nevertheless granted, it is counted toward the remuneration for their work as a member of the Board of Management of Volkswagen AG. For mandates that Board of Management members do not discharge as part of their Board activities, the Supervisory Board shall decide whether and, if any, how much remuneration the members shall receive in addition to the remuneration for their activities as members of the Board of Management of Volkswagen AG. Any remuneration that Board members receive for such mandates shall be determined by the body responsible for the entity in question and reported by this entity where necessary. Currently, no such remuneration is added to the remuneration that the Board of Management members receive from Volkswagen AG.

A different arrangement has been reached with Mr. Blume with regard to the performance of his duties as Chair of the Executive Board of Dr. Ing. h.c. F. Porsche AG (Porsche AG): since January 1, 2023, Volkswagen AG has granted Mr. Blume 50% of the remuneration for the Chair of the Board of Management based on a newly concluded service contract; an exception is made for fringe benefits – in this respect, Mr. Blume receives the full amount of the fringe benefit allowance for the Chair of the Board of Management of Volkswagen AG. However, Porsche AG reimburses Volkswagen AG for half of the fringe benefits costs. Since January 1, 2023, Porsche AG has granted Mr. Blume 50% of the remuneration for the Chair of the Executive Board of Porsche AG. This remuneration is based on the remuneration system for the members of the Executive Board of Porsche AG. Mr. Blume receives from Porsche AG a base salary, one-year variable remuneration (STI) and multi-year variable remuneration (LTI); Mr. Blume does not receive fringe benefits from Porsche AG. In addition, Porsche AG grants Mr. Blume an occupational retirement provision in the form of a defined contribution plan. In preparation for the IPO completed on September 29, 2022, Porsche AG agreed on an IPO bonus for Mr. Blume. This IPO bonus is structured as a share plan with a one-, two- and three-year term, in each case starting from the time of the IPO. Remuneration granted to Mr. Blume by Porsche AG is counted towards the cap on cash remuneration and Mr. Blume’s maximum remuneration at Volkswagen AG. In the overview in the tables of the remuneration granted and owed to Mr. Blume in fiscal year 2024, the remuneration components granted to Mr. Blume by Porsche AG are included and shown separately.

A different arrangement has also been reached with Mr. Brandstätter for his work at Volkswagen (China) Investment Company Limited: Mr. Brandstätter receives separate remuneration for his work as CEO of Volkswagen (China) Investment Company Limited. Mr. Brandstätter’s contractual remuneration under his contract of employment with Volkswagen AG is reduced accordingly for the duration of his work at Volkswagen (China) Investment Company Limited.

2. Remuneration granted and owed in fiscal year 2024

In accordance with section 162(1) sentence 1 of the AktG, the remuneration report must report on the remuneration granted and owed to each individual member of the Board of Management in the last fiscal year. These terms are understood as follows:

The term “granted” (gewährt) refers to the actual receipt (Zufluss) of the remuneration component.

The term “owed” (geschuldet) refers to all legally existing liabilities for remuneration components that are due but have not yet been fulfilled.

2.1. Overview in the tables

The following tables show the remuneration actually received by members of the Board of Management in fiscal year 2024. The remuneration reported as granted in fiscal year 2024 thus consists of the base salary paid out in fiscal year 2024, the fringe benefits, the annual bonus paid in the month following the approval of the Company’s consolidated financial statements for fiscal year 2024 and the LTI for the performance period 2021–2023 paid in fiscal year 2024. The remuneration components granted to Mr. Blume by Porsche AG and to Mr. Brandstätter by Volkswagen (China) Investment Company Limited are presented in the same way.

The relative shares shown in the tables relate to the remuneration components granted and owed in the respective fiscal year in accordance with section 162(1) sentence 1 of the AktG. They thus include all benefits actually received in the respective fiscal year, regardless of the fiscal year for which the Board of Management members received them. The relative shares indicated here are thus not comparable with the respective relative shares of fixed and variable remuneration components as part of total remuneration in the description of the remuneration system according to section 87a(1) sentence 2 no. 3 of the AktG. The shares indicated in the remuneration system relate to the targets agreed for the relevant fiscal year, irrespective of the time at which the respective remuneration component was paid out.

Pension expense is reported as service cost within the meaning of IAS 19. The service cost in accordance with IAS 19 does not constitute remuneration granted or owed within the meaning of section 162(1) sentence 1 of the AktG as it is not actually received by the Board of Management member in the reporting year.

Maximum remuneration corresponds to maximum remuneration within the meaning of section 87a(1) sentence 2 no. 1 of the AktG in accordance with the remuneration system adopted by the Supervisory Board and approved by the Annual General Meeting. As in the past, in addition to maximum remuneration, a limit on cash remuneration, which includes the base salary paid out for the relevant fiscal year, the annual bonus granted for the relevant fiscal year and paid out in the subsequent year, the performance share plan paid out in the relevant fiscal year and for which the performance period ended immediately before the respective fiscal year has been agreed with the members of the Board of Management.

On December 14, 2020, the Supervisory Board adopted a remuneration system for the members of the Board of Management based for the first time on the requirements of ARUG II. Service contracts of Supervisory Board members newly concluded or renewed after this date include the penalty and clawback rules provided for in this remuneration system. Accordingly, only the service contract of former Board of Management member Mr. Duesmann, which was concluded before December 14, 2020, does not contain a penalty and clawback provision. Volkswagen AG did not make use of the existing penalty and clawback rules in fiscal year 2024.

ANNUAL BONUS

2.2 Explanation

2.2.1 Performance criteria for the variable remuneration

a) Performance criteria for the annual bonus

aa) Financial subtargets

The following overviews show the threshold values, target values and maximum values set by the Supervisory Board for fiscal year 2024 for the financial subtargets net cash flow in the Automotive Division and operating return on sales (RoS), along with the actual figures and target achievement levels in percent in fiscal year 2024.

The Supervisory Board may adjust the actual calculated target achievement level for the net cash flow in the Automotive Division subtarget in justified exceptional cases in order to ensure a performance-related assessment in this subtarget. Justified exceptional cases are acquisitions with an impact of over €1 billion on the net cash flow in the Automotive Division. For fiscal year 2024, the Supervisory Board made use of this option and adjusted the subtarget achievement for the net cash flow subtarget in the Automotive Division from 100% to 135%. This adjustment is based on the agreement entered into in fiscal year 2024 to establish a joint venture between Volkswagen AG and Rivian Automotive, LLC. The Supervisory Board believes that the transactions recognized as the purchase of an equity investment in the financial statements constitute an acquisition, which had the effect of reducing the net cash flow in the Automotive Division by a total of €1.022 billion. This reduction in cash flows does not permit any conclusions about the financial situation of Volkswagen AG or the performance of the members of the Board of Management in fiscal year 2024. To ensure a performance-related assessment, the Supervisory Board took account of the effects of the Rivian acquisition and set the subtarget achievement for the net cash flow subtarget in the Automotive Division for fiscal year 2024 to 135%.

ab) ESG factor

The Supervisory Board used the option provided to apply the diversity index only and suspend the sentiment rating as an ESG criterion with respect to the social subtarget for 2024, as the measurement method for the sentiment rating is currently being revised. The following overview shows the minimum values, target values and maximum values set by the Supervisory Board for fiscal year 2024 for the environmental (decarbonization index) and social (diversity index) subtargets along with the actual figures and target achievement levels in fiscal year 2024. The decarbonization index measures the emissions of CO₂ and CO₂ equivalents by the passenger car- and light commercial vehicle-producing brands over the entire life cycle and documents the progress in improving our carbon footprint. The diversity index is used worldwide to determine the development of the proportion of women in management and the internationalization of top management. The indicator provides incentives for an exemplary leadership and corporate culture. The governance factor is a means for the Supervisory Board to express its satisfaction with the expected and actual behavior of the Board of Management with regard to the criteria of integrity and compliance. As a rule, the governance factor should be 1.0 and may only be reduced to 0.9 or raised to 1.1 in exceptional circumstances based on the professional judgment of the Supervisory Board. For fiscal year 2024, the Supervisory Board has set the governance factor at the standard value of 1.0 for all Board of Management members; it takes into account and assesses the collective performance of the Board of Management as a whole and the performance of each Management Board member individually.

The ESG factors underlying the remuneration system are described in the management report and sustainability report within the 2024 Annual Report. They are included in the strategic non-financial key performance indicators and allocated to the matters identified as material in the double materiality assessment of the Volkswagen Group conducted for this reporting year for the first time.

LONG-TERM INCENTIVE (LTI): (PHANTOM) PERFORMANCE SHARE PLAN (PSP)

The illustration relates to the LTI with the performance periods 2024–2026 and 2024–2027. The LTI with the performance period 2021–2023 that was paid out in fiscal year 2024 and reported in this remuneration report as remuneration granted and owed had a maximum value for the EPS performance measurement of 150%.

b) Performance criteria for the long-term incentive (LTI)

The four-year performance share plan has applied since January 1, 2021 to all Board of Management members with service contracts newly concluded or renewed after the Supervisory Board resolution of December 14, 2020. For the Board of Management members already appointed at the time of the Supervisory Board resolution of December 14, 2020, a three-year performance period continued to apply until their contracts were renewed. In fiscal year 2024, this no longer applied to any active members of the Board of Management. For the description of the remuneration granted and owed under the performance share plan with the 2021–2023 performance period, this means the following for the active members of the Board of Management already appointed in fiscal year 2021: The performance share plan of the Chair of the Board of Management, Mr. Blume, had a three-year performance period in fiscal year 2021 and is therefore to be reported in full as remuneration granted. For the Board of Management members Mr. Antlitz and Mr. Schmall-von Westerholt, who already had a performance share plan with a four-year performance period in fiscal year 2021, no LTI payment amount is to be reported in the Remuneration Report 2024. For the Board of Management member Mr. Kilian, whose contract was renewed in fiscal year 2021 and whose performance share plan therefore had a three-year performance period on a pro rata temporis basis, the payment amount attributable to the three-year performance period 2021–2023 is shown.

bb) EPS performance

The following overview shows the minimum value, target value and maximum value set by the Supervisory Board at the beginning of the performance period for the performance share plan 2021–2023, which was paid out in fiscal year 2024, along with the actual figure and target achievement level in percent.

The following overviews show the minimum values, target values and maximum values set by the Supervisory Board at the beginning of the performance periods 2021–2024, 2022–2024 or 2022–2025, 2023–2025 or 2023–2026 and 2024–2026 or 2024–2027 along with the actual figures and target achievement levels attained in percent so far for the individual years of the assessment period up to and including 2024. The performance share plans for the performance periods 2021–2024, 2022–2024 or 2022–2025, 2023–2025 or 2023–2026 and 2024–2026 or 2024–2027 were not due in fiscal year 2024 and have not yet been paid out; they therefore do not constitute remuneration granted or owed in fiscal year 2024.

In fiscal year 2024, Volkswagen AG corrected the provision for time assets for the previous year in accordance with IAS 8. As a result, the audited, fully diluted earnings per Volkswagen preferred share from continuing and discontinued operations (EPS) for fiscal year 2023 amounts to €31.85 instead of €31.98 per Volkswagen preferred share. The corrected figure for fiscal year 2023 is reported in the 2024 remuneration report. The correction of the audited EPS for fiscal year 2023 to €31.85 per Volkswagen preferred share results in an adjustment of the target achievement level to 127% instead of 128% for the performance periods 2023–2025 and 2023–2026. No other changes have been made to the target achievements levels reported in previous remuneration reports.

bc) Reference prices/dividend equivalent for the performance periods

The relevant initial reference price, closing reference price and dividend equivalent for the performance period 2021–2023 can be found in the following overview.

The following overview shows the initial reference price, closing reference price and dividend equivalent for the performance share plans not yet due and not yet paid out for the performance periods 2021–2024, 2022–2024 or 2022–2025, 2023–2025 or 2023–2026 and 2024–2026 or 2024–2027.

2.2.2 Conformity with the remuneration system

The remuneration granted and owed to the Board of Management members in fiscal year 2024 meets the requirements of the remuneration system for the members of the Board of Management. There was no deviation from the applicable remuneration system in fiscal year 2024. There was no need to reduce the payments related to the annual bonus and performance share plan based on the maximum values of the individual remuneration components being exceeded, as they did not exceed 200% of the target amount for the annual bonus or 250% of the target amount for the performance share plan. The total remuneration granted and owed to the Board of Management members in fiscal year 2024 did not exceed the maximum remuneration envisaged by the remuneration system. Since January 1, 2023, Volkswagen AG has granted Mr. Blume 50% of the remuneration for the Chair of the Board of Management of Volkswagen AG on the basis of the newly concluded service contract. In derogation of this, Volkswagen AG grants Mr. Blume the full amount of the fringe benefit allowance for the Chair of the Board of Management of Volkswagen AG. Mr. Blume is also Chair of the Executive Board of Porsche AG. Since January 1, 2023, Porsche AG has granted Mr. Blume 50% of the remuneration for a Chair of the Executive Board of Porsche AG. In preparation for the IPO completed on September 29, 2022, Porsche AG agreed on an IPO bonus for Mr. Blume. This IPO bonus is structured as a share plan with a one-, two- and three-year term, in each case starting from the time of the IPO. Mr. Blume was allocated a total of 19,290 phantom preferred shares in Porsche AG in fiscal year 2022, divided into three tranches of 6,430 phantom preferred shares each. Any remuneration granted and owed from this IPO bonus will be reported in the remuneration report for the fiscal year in which the relevant tranche is paid out to Mr. Blume. The second tranche was paid out in fiscal year 2024. As a precaution, Volkswagen AG approved the remuneration from Porsche AG as a third-party remuneration arrangement. The remuneration granted to Mr. Blume by Porsche AG is counted towards the maximum remuneration and the cap on cash remuneration of Volkswagen AG.

2.2.3 Benefits and pension commitments in connection with termination of service

a) Benefits and pension commitments to Board of Management members for early termination of service

The remuneration system for the members of the Board of Management and the service contracts of the Board of Management members provide for severance payments in the event that an appointment as member of the Board of Management is revoked. In such cases – except where there is good cause entitling the Company to terminate the service contract prematurely or where the appointment is revoked due to a gross breach of duty – the Board of Management member receives a gross severance payment in the amount of the total remuneration of the past financial year up to the end of the regular term of the appointment, for a maximum of two years, calculated as of the date of the termination of the appointment as member of the Board of Management. Any temporary benefits for new Board of Management members are excluded from the calculation. Should a Board of Management member leave during the course of the first fiscal year of the appointment, the calculation may by way of exception be based on the expected total remuneration for the current fiscal year. The severance payment will be paid as a one-off payment or in a maximum of 24 monthly installments from the time of the termination of the appointment as a member of the Company’s Board of Management. Contractual remuneration paid by the Company for the period from the termination of the appointment until the end of the service contract will be offset against the severance payment. Should Board of Management members take up other work after the termination of their appointment, the amount of the severance payment will be reduced by the amount of the income earned from that work. Should a post-contractual non-compete covenant be agreed, the severance payment will be offset against the compensation received for observing the post-contractual non-compete covenant.

The members of the Board of Management are also entitled to a pension and to a surviving dependents’ pension as well as the use of company cars for the period in which they receive their pension in the event of early termination of their service on the Board of Management.

Also in the case of early termination, the variable remuneration components will generally be paid at the contractually agreed maturity dates in accordance with the terms of the contract. There will be no early calculation and payout – except where the employment relationship ends due to permanent disability or death.

In line with the recommendation under G.14 of the 2022 Code, the service contracts do not provide for change of control clauses. Members of the Board of Management are therefore not entitled to payments agreed in the event of a change of control or to other special benefits (for example a commitment to grant shares) from Volkswagen AG.

b) Pension commitments to Board of Management members for regular termination of service

In the event of regular termination of their service on the Board of Management, the members of the Board of Management are entitled to a pension, including a surviving dependents’ pension, as well as the use of company cars for the period in which they receive their pension. The agreed benefits are paid or made available when the Board of Management member reaches the age of 65, or in Mr. Blume’s and Mr. Kilian’s case, when they reach the age of 63.

The Board of Management members received a defined contribution plan, which is based in principle on a works agreement that also applies to the employees of Volkswagen AG covered by collective agreements and includes retirement, invalidity and surviving dependents’ benefits. A pension contribution in the amount of 40% of the base salary is paid to Volkswagen Pension Trust e.V. at the end of the calendar year for each year they are appointed to the Board of Management. Since fiscal year 2023, the pension contribution for Mr. Blume has been 50% of his base salary. No other changes were made to the defined contribution plans in fiscal year 2024. The annual pension contributions result in modules of what is, in principle, a lifelong pension in line with the arrangements that also apply to employees covered by collective agreements.

The individual pension modules vest immediately upon payment to Volkswagen Pension Trust e.V. Instead of a lifelong pension, benefits can optionally be paid out as a lump sum or in installments when the beneficiary reaches retirement age.

The overview on the previous page shows the pensions earned for the individual members of the Board of Management in fiscal year 2024, indicating the present value and the pension expense for the Company during the last fiscal year.

c) Benefits and pension commitments to Board of Management members who left in fiscal year 2024

No members of the Board of Management stepped down in fiscal year 2024.

2.2.4 No clawback claims in fiscal year 2024

Volkswagen AG did not seek to claw back any variable remuneration components from individual Board of Management members in fiscal year 2024. The prerequisites for a clawback claim did not apply.

IV. Remuneration of former Board of Management members

In accordance with section 162(1) sentence 1 of the AktG, the remuneration granted and owed to former members of the Board of Management must also be reported.

1. Remuneration granted and owed in fiscal year 2024 (individualized)

Under section 162(5) sentence 2 of the AktG, the obligation to report individually on the remuneration granted and owed to former Board of Management members also extends to remuneration granted and owed in the ten years after their most recent term of office on the Board of Management or Supervisory Board at Volkswagen AG.

The following tables show the remuneration granted and owed in fiscal year 2024 to the individual former members of the Board of Management who left after fiscal year 2014. As with the current Board of Management members, the annual bonus paid at the beginning of 2025 to former Board of Management members for the 2024 fiscal year is counted as remuneration granted in fiscal year 2024.

2. Total remuneration granted to former Board of Management members

Section 162(5) sentence 2 of the AktG does not require the Company to report individually on the remuneration granted and owed in 2024 to former members of the Board of Management whose most recent term of office on the Board of Management or Supervisory Board of Volkswagen AG came to an end before the beginning of 2015 and thus more than ten years before this remuneration report was prepared. A total of €9.0 million was granted and owed to such former Board of Management members and their surviving dependents in fiscal year 2024. Obligations for pensions for this group of persons measured in accordance with IAS 19 amounted to €98.5 million.

V. Comparative presentation

The following table shows a comparison of the year-on-year percentage change in the remuneration of current and former Board of Management members with the earnings performance of Volkswagen AG and with the average remuneration of employees on a full-time equivalent basis. For members of the Board of Management, the remuneration granted and owed in the reporting year is placed in relation to the equivalent figure for the previous year.

Earnings performance is shown on the basis of Volkswagen AG’S net income or loss for the year. However, the remuneration of the Board of Management members is based on Group KPIs. In order to demonstrate more transparently how the remuneration of the Board of Management members has changed compared with earnings performance, the earnings after tax, operating result and operating return on sales of the Volkswagen Group, as reported in the consolidated financial statements, are also used in determining earnings performance. This means that Group KPIs are not only applied in calculating the remuneration of the Board of Management members but also in determining earnings performance. The Group KPIs used in determining earnings performance show the overall effect of the business activities for which the Board of Management is responsible.

The comparison with the growth in average employee remuneration is based on the personnel expenses of Volkswagen AG reported in the notes to the annual financial statements of Volkswagen AG, adjusted for the remuneration of the members of the Board of Management. These adjusted personnel expenses are divided by the number of full-time equivalent employees of Volkswagen AG as of December 31, 2024, excluding the members of the Board of Management.

VI. Peer group

The Supervisory Board regularly reviews and, if necessary, adjusts the level of the remuneration, the total remuneration cap and the individual targets. Among other things, the Supervisory Board performs a vertical comparison with the remuneration and employment terms of the Company’s employees and a horizontal comparison with the remuneration and employment terms of other companies’ management board members. The Supervisory Board conducts a comparison with what it considers to be a suitable peer group to assess whether the specific total remuneration paid to the members of the Board of Management is customary when measured against that paid in other companies. This peer group is regularly reviewed – most recently at the beginning of 2024 – and adjusted if necessary. The peer group currently comprises the following companies: BMW, Mercedes-Benz Group, Ford, General Motors, Stellantis, Nissan Motor Corporation, Toyota, BYD, Tesla (excluding CEO), hp, IBM, Uber, SAP, Samsung, General Electric, Siemens, Hitachi and Boeing. The companies in the peer group were chosen to reflect the Volkswagen Group’s strategic business fields. Technology and services companies, especially in the battery/electronics, IT/software and mobility services segments, have also been included in the peer group along with the global automotive manufacturers. In addition, the peer group includes selected global industrial corporations that, in the view of the Supervisory Board, appear comparable with the Volkswagen Group in terms of their development focus, vertical integration, global orientation and level of complexity. In the view of the Supervisory Board, the composition of this peer group is representative of the Volkswagen Group’s specific competitive environment in the sales market and in the recruitment market for top executives.