Other Disclosures

[ 39 ] NOTICES AND DISCLOSURE OF CHANGES REGARDING THE OWNERSHIP OF VOTING RIGHTS IN VOLKSWAGEN AG IN ACCORDANCE WITH THE WERTPAPIERHANDELSGESETZ (GERMAN SECURITIES TRADING ACT)

STATE OF LOWER SAXONY
Hannoversche Beteiligungsgesellschaft mbH, Hanover, Germany, notified us in accordance with section 41(4a) of the Wertpapierhandelsgesetz (WpHG – German Securities Trading Act) that it held 20.19% of the voting rights (corresponding to 57,953,870 voting shares) of Volkswagen AG, Wolfsburg, Germany, on January 20, 2007.

The State of Lower Saxony, Hanover, Germany, notified us in accordance with section 41(4a) of the WpHG that it held 20.26% of the voting rights (corresponding to 58,155,310 voting shares) of Volkswagen AG, Wolfsburg, Germany, on January 20, 2007. Of this amount, 20.19% (corresponding to 57,953,870) of the voting rights are attributable to the State of Lower Saxony via Hannoversche Beteiligungsgesellschaft mbH, Hanover, Germany in accordance with section 22(1) sentence 1 no. 1 of the WpHG.

PORSCHE
Ferdinand Porsche Privatstiftung, Salzburg/Austria, and Ferdinand Porsche Holding GmbH, Salzburg/Austria, notified us in accordance with section 21(1) sentence 1 of the WpHG in a letter dated October 27, 2006 that the share of voting rights of the two notifying parties in Volkswagen AG each exceeded the thresholds of 5% and 10% on October 20, 2006 and amounted to 21.19%. The notifying parties stated that these voting shares were attributable to the notifying parties in accordance with section 22(1) no. 1 of the WpHG.

Dr. Ing. h.c. F. Porsche Aktiengesellschaft, Stuttgart, notified us that its share of voting rights in Volkswagen AG exceeded the threshold of 25% on November 13, 2006 and amounted to 27.40%.

Porsche GmbH, Stuttgart, Familien Porsche-Daxer-Piëch Beteiligung GmbH, Stuttgart, Familie Porsche Beteiligung GmbH, Stuttgart, Louise Daxer-Piëch GmbH, Stuttgart, Ferdinand Alexander Porsche GmbH, Stuttgart, Gerhard Porsche GmbH, Stuttgart, Hans-Peter Porsche GmbH, Stuttgart, Wolfgang Porsche GmbH, Stuttgart, Louise Daxer-Piëch GmbH, Salzburg/Austria, Prof. Ferdinand Alexander Porsche GmbH, Salzburg/Austria, Gerhard Anton Porsche GmbH, Salzburg/Austria, Ing. Hans-Peter Porsche GmbH, Salzburg/Austria, Mag. Josef Ahorner, Austria, Mag. Louise Kiesling, Austria, Prof. Ferdinand Alexander Porsche, Austria, Mark Philipp Porsche, Austria, Kai-Alexander Porsche, Austria, Dr. F. Oliver Porsche, Austria, Gerhard Anton Porsche, Austria, Hans-Peter Porsche, Austria, Peter Daniell Porsche, Austria, Dr. Wolfgang Porsche, Germany, Porsche GmbH, Salzburg/Austria and Porsche Holding Gesellschaft m.b.H., Salzburg/Austria, notified us on November 17, 2006, and Ferdinand Piëch GmbH, Grünwald, Hans-Michel Piëch GmbH, Grünwald, Dipl.- Ing. Dr. h.c. Ferdinand Piëch GmbH, Salzburg/Austria, Dr. Hans Michel Piëch GmbH, Salzburg/Austria, Dr. Ferdinand Piëch, Austria, and Dr. Hans Michel Piëch, Austria, notified us on November 20, 2006 that their share of the voting rights in Volkswagen AG exceeded the threshold of 25% on November 13, 2006 and amounted to 27.40%. The notifying parties stated that this share of the voting shares was attributable to each of them in accordance with section 22(1) sentence 1 no. 1 of the WpHG.

Familie Porsche Privatstiftung, Salzburg/Austria, and Familie Porsche Holding GmbH, Salzburg/Austria, notified us on November 17, 2006 that their share of the voting rights in Volkswagen AG exceeded the thresholds of 5%, 10% and 25% on November 13, 2006 and amounted to 27.40%. The notifying parties stated that this share of the voting shares was attributable to each of them in accordance with section 22(1) sentence 1 no. 1 of the WpHG.

Ferdinand Porsche Privatstiftung, Salzburg/Austria, and Ferdinand Porsche Holding GmbH, Salzburg/Austria, notified us in a letter dated November 17, 2006 that their share of the voting rights in Volkswagen AG exceeded the threshold of 25% on November 13, 2006 and amounted to 27.40%. The notifying parties stated that this share of the voting shares was attributable to each of them in accordance with section 22(1) sentence 1 no. 1 of the WpHG.

BRANDES
Brandes Investment Partners, L.P., San Diego, California, USA, notified us on November 9, 2006 that its share of the voting rights in Volkswagen AG fell below the threshold of 5% on November 8, 2006 and amounted to 1.59%. Of this total, all of the voting shares were attributable to that company in accordance with section 22(1) sentence 1 no. 6 of the WpHG.

VOLKSWAGEN AG
On March 4, 2006, Volkswagen AG disclosed that it had fallen below the thresholds of 10% and 5% because of the retirement of all of its holdings of ordinary shares (treasury shares) on February 28, 2006.

[ 40 ] GERMAN CORPORATE GOVERNANCE CODE

On November 17, 2006 the Board of Management and Supervisory Board of Volkswagen AG issued their declaration of conformity with the German Corporate Governance Code as required by section 161 of the German Stock Corporation Act and made it permanently available to the shareholders of Volkswagen AG on the Company's website at www.volkswagen-ir.com.

On December 6, 2006 the Board of Management and Supervisory Board of AUDI AG likewise issued their declaration of conformity with the German Corporate Governance Code and made it permanently available to the shareholders at www.audi.de.

REMUNERATION OF THE BOARD OF MANAGEMENT
The remuneration of the members of the Board of Management conforms to the requirements of the German Stock Corporation Act as well as to the recommendations and, to a large extent, the suggestions set out in the German Corporate Governance Code. The remuneration system was most recently discussed by the Presidium of the Supervisory Board at its meeting on September 22, 2005; no changes were recommended to the Supervisory Board.

The members of the Board of Management receive a fixed remuneration of €5,009,987 (previous year: €5,042,002). The fixed remuneration also includes differing levels of remuneration for the assumption of appointments at Group companies and non-cash benefits, which consist in particular of the use of company cars and the grant of insurance cover. Taxes due on the non-cash benefits were mainly borne by Volkswagen AG.

The fixed components of the package ensure a basic level of remuneration enabling the members of the Board of Management to perform their duties in the interests of the Company and to fulfill their obligation to act with proper business prudence without needing to focus on merely short-term performance targets.

On the other hand, variable components, dependent among other criteria on the financial performance of the Company, serve to balance the interests of the Board of Management and the other stakeholders. The additional annual variable amount paid to each member of the Board of Management contains annually recurring components tied to the business success of the Company. It is primarily oriented on the results achieved and the financial position of the Company.

The inclusion of one-time, business performance-related variable components tied to business performance in the remuneration of management continues to be debated in professional circles. Consequently, Volkswagen AG still does not implement this recommendation, but will await the outcome of the discussions.

REMUNERATION OF THE MEMBERS OF THE BOARD OF MANAGEMENT

Stock options serve as variable components of remuneration providing long-term incentives. They are linked to the development of the price of Volkswagen ordinary shares. As part of the eighth tranche of the stock option plan, each member of the Board of Management was entitled in fiscal year 2006 to subscribe for a maximum of 500 non-transferable convertible bonds at a price of €2.56 per bond, conveying the right to acquire a maximum of 5,000 ordinary shares. The precondition for participation in this stock option plan was a contribution of between €5,000 and €25,000 in Time Assets, depending on the number of convertible bonds being acquired. The stock option plan is essentially structured as follows: the basis for determining the conversion price (base conversion price) of a tranche is the average Xetra closing price of Volkswagen ordinary shares on the five trading days prior to the respective decision on the issue of convertible bonds. Conversion is possible for the first time after a vesting period of 24 months, and then for a period of five years as from the date of issue of the convertible bonds. The conversion price is initially set at 110% of the base conversion price, and then increases by five percentage points each year. The members of the Board of Management may exercise their conversion rights only three times a year, within four-week windows beginning on public reporting dates of Volkswagen AG. The stock option plan is thus based on demanding, relevant comparative parameters as set out in the German Corporate Governance Code. Further details are contained in the agenda of the Annual General Meetings held on June 19, 1997 and April 16, 2002, at which the authorization to implement the stock option plan was given. The details of the stock option plan are explained in note 21 Equity.

The stock option plan is designed to provide the members of the Board of Management – like all other employees – with an element of their total remuneration package oriented on an increase in the share price. In this way, it aims to enhance value added and enterprise value. Furthermore, the stock option plan is also a commonly employed instrument in recruiting and assuring the long-term loyalty of members of the Board of Management. There is no possibility of subsequently modifying the performance targets or comparative parameters underlying the stock option plan.

Inappropriate levels of payment arising from the stock options are not to be expected, because of their link to the development of the price of Volkswagen ordinary shares and the limitation of the number of stock options in each tranche. As recommended by the German Corporate Governance Code, the Supervisory Board will establish a cap on such payments in consultation with the members of the Board of Management in the event of extraordinarily high unforeseen increases.

STOCK OPTION GRANTS

The members of the Board of Management are entitled to a pension and to disability payments in the event of termination of their service on the Board of Management.

The old-age pension to be granted after leaving the Company is payable immediately if their membership of the Board of Management is terminated by the Company, and in other cases on reaching the age of 63. Any remuneration from other sources until the age of 63 is deductible from the benefit entitlement up to a certain fixed amount. An agreement was reached with Dr. Pischetsrieder in conjunction with his leaving the Board of Management that he will continue to work for our Company on terms that are largely comparable with his previous contract of employment.

The old-age pension is calculated as a percentage of the fixed basic salary rising to a maximum percentage defined by the Presidium of the Supervisory Board depending on the length of service.

On December 31, 2006 the pension provisions for members of the Board of Management amounted to €21,907,510 (previous year: €15,255,448).

Retired members of the Board of Management and their surviving dependents received €10,189,421 (previous year: €10,837,010). Provisions for pensions for this group of people were recognized in the amount of €118,976,976 (previous year: €90,945,161).

REMUNERATION OF THE SUPERVISORY BOARD
The remuneration of the members of the Supervisory Board of Volkswagen AG amounts to €2,843,267 (previous year: €2,324,569) and is dependent on the dividend to be paid for fiscal year 2006. It is composed of fixed components (including attendance fees) of €306,142 (previous year: €245,226) and variable components of €2,537,125 (previous year: €2,079,343), in accordance with the provisions of the Articles of Association prevailing at the time.

REMUNERATION OF THE MEMBERS OF THE SUPERVISORY BOARD

Loans of €18,160 have been granted to members of the Supervisory Board (amount redeemed in 2006: €5,551). The loans bear interest at a rate of 4.0% and have an agreed term of up to 12.5 years.

Wolfsburg, February 20, 2007

Volkswagen Aktiengesellschaft

The Board of Management