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Annual Report

Committee activities

The Supervisory Board has established a total of five committees in order to perform its duties: the Presidium, the Mediation Committee in accordance with section 27(3) of the Mitbestimmungsgesetz (MitbestG – German Codetermination Act), the Audit Committee, the Committee for Major Shareholder Business Relationships (Ausschuss für Geschäfte mit Großaktionären – AfGG) and a Nomination Committee. According to its rules of procedure, the Presidium consists of three shareholder representatives and three employee representatives, while the AfGG comprises four shareholder representatives and four employee representatives. The members of the Nomination Committee are the shareholder representatives in the Presidium; the remaining committees are each composed of two shareholder representatives and two employee representatives. The members of the committees as of December 31, 2010 are given in the list in chapter Supervisory Board.

The Presidium of the Supervisory Board met five times in the reporting period. Its key tasks included the thorough preparation of resolutions to be taken by the Supervisory Board and dealing with non-remuneration related contractual issues relating to the Board of Management.

The Mediation Committee did not have to convene in fiscal year 2010.

The Audit Committee met five times in the reporting period; it primarily focused on the consolidated financial statements, risk management – including the internal control system – and the progress made in expanding a compliance organization. In addition, the Audit Committee addressed the quarterly reports and the half-yearly financial report of the Group, as well as current financial reporting issues and their examination by the auditors.

One of the main tasks of the AfGG is to monitor business relationships between Volkswagen AG and Group companies on the one hand and major shareholders of Volkswagen AG who hold at least 5% of voting rights on the other. The Committee decides in particular on the approval required for agreements between the Volkswagen Group and companies belonging to major shareholders. It met once during the reporting period. The AfGG was formed as a result of the merger of the Shareholder Business Relationships Committee (Ausschuss für Geschäftsbeziehungen mit Aktionären – AfGA) and the Committee for Special Business Relationships (Ausschuss für besondere Geschäfte – AfbG), which was resolved by the Supervisory Board in June 2010. The AfGA did not meet during the reporting period, while the AfbG met three times.

The Nomination Committee is responsible for proposing suitable candidates for the Supervisory Board to recommend for election to the Annual General Meeting. The Committee met twice for this purpose during the reporting period.

In addition, the shareholder representatives met for preliminary discussions before each of the Supervisory Board meetings.

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