Volkswagen : Invitation to the Annual General Meeting

INVITATION

ANNUAL GENERAL MEETING ON MAY 29, 2024

A N N UAL G E N E R AL M E E T I N G 2 0 2 4

Annual General Meeting 2024

N OT I C E P U R S UA N T TO S ECT I O N 1 2 5 O F T H E A K T I E N G E S E T Z (G E R M A N STO C K C O R P O R AT I O N ACT )

I N C O N J U N CT I O N W I T H TA B LE 3 O F T H E C O M M I S S I O N I M P LE M E N T I N G R EG U L AT I O N (E U) 2 0 1 8 / 1 2 1 2

1. SPECIFICATION OF THE MESSAGE

A.1.	Unique identifier of the event	2657f87e82dfee11b53000505696f23c
A.2.	Type of message	Notice convening the Annual General Meeting
		[Formal disclosure pursuant to EU-IR: NEWM]

1. SPECIFICATION OF THE ISSUER

B.1.	ISIN	DE0007664005 ordinary shares
		DE0007664039 preferred shares
B.2.	Name of issuer	Volkswagen Aktiengesellschaft

1. SPECIFICATION OF THE MEETING

C.1. Date of the Annual General Meeting	May 29, 2024
		[Formal disclosure pursuant to EU-IR: 20240529]
C.2. Time of the Annual General Meeting	10:00 a.m. (CEST)
		[Formal disclosure pursuant to EU-IR: 08:00 a.m. UTC]
C.3. Type of General Meeting	Annual General Meeting as a virtual General Meeting without the
		physical presence of shareholders or their authorized representatives
		(with the exception of the proxies appointed by the company) at the
		venue of the Annual General Meeting
		[Formal disclosure pursuant to EU-IR: GMET]
C.4.	Location of the	Place of the General Meeting within the meaning of the Aktiengesetz
	Annual General Meeting	(German Stock Corporation Act): Volkswagen Aktiengesellschaft plant
		site, Berliner Ring 2, 38440 Wolfsburg, Germany.
		Physical participation on site is not possible. URL to the company's
		shareholder portal to follow the Annual General Meeting in video and
		audio and to exercise shareholder rights virtually:
		www.volkswagen-group.com/agm-portal.
		[Formal disclosure pursuant to EU-IR:
		www.volkswagen-group.com/agm-portal]
C.5.	Record date	May 7, 2024, 24:00 (CEST)
		Proof of share ownership must refer to the close of business on the
		22nd day prior to the General Meeting (record date). The record date
		was adjusted compared to the previous year due to a provision of the
		German Stock Corporation Act (see also agenda item 6).
		[Formal disclosure pursuant to EU-IR: 20240507, 10:00 p.m. UTC]
C.6. Uniform Resource Locator (URL)	https://www.volkswagen-group.com/hv
		https://www.volkswagen-group.com/agm

This version of the Invitation to the Annual General Meeting is a translation of the German original. The German version takes precedence.

2

LE T T E R TO O U R S H A R E H O L D E R S

Letter to our Shareholders

Growth that enhances value for years to come: that is the Volkswagen Group's objective. For our investors, for our customers, for our employees and for society as a whole.

Amidst a demanding environment, we delivered robust results in fiscal year 2023. We increased deliveries to customers by 12% to 9.24 million vehicles, with all regions contributing to this growth. In China, the Group's largest single market, we expanded by 1.6% despite a very challenging market environment. At the same time, the Volkswagen Group successfully continued its transformation, delivering 771,100 all-electric vehicles, up 34.7% compared with the previous year. In Europe, we further consolidated our strong market position in this segment.

Our robust financial performance reflects our customers' satisfaction in our products. With sales revenue of €322.3 billion, an operating result of €22.6 billion and a resulting operating return on sales of 7%, we have demonstrated the resilience of our business model. These results were achieved despite substantial headwinds from the measurement of commodity derivatives, which had had a beneficial effect on the operating result in the previous year. Another successful outcome of our endeavors was that we generated convincing net cash flow in the Automotive Division on the back of earnings of €10.7 billion. What's more, the Automotive Division's net liquidity of €40.3 billion at the end of 2023 puts us in a very solid position.

The Volkswagen Group delivers. Again and again. And it does so reliably, even in a market environment characterized by uncertainty. We are proud of our strong performance, and it is important to us that our shareholders also participate in this result. The Board of Management and Supervisory Board therefore propose a dividend of €9.00 per ordinary share and €9.06 per preferred share.

Our focus is on electrification. At the same time, we are seeing that the ramp-up of e-mobility in some regions, such as North America and Europe, is progressing at a slower rate than previously assumed. Other countries, such as China, continue to impress with the speed of their transformation. This is why the Volkswagen Group is pursuing powertrain flexibility and financial robustness. Our unique portfolio provides the right products for customers. While we are investing extensively in the ramp-up of e-mobility, we continue to offer highly competitive, efficient and attractive combustion-engine models. By including both these models and our hybrid and electric vehicles in our portfolio, we ensure maximum flexibility without losing sight of our goal - the transition to e-mobility is our priority.

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3

LE T T E R TO O U R S H A R E H O L D E R S

The Top 10 program again guided the success of our operational and strategic actions in the past year. We set priorities, and in doing so follow a clear and transparent logic: specific milestones, clear responsibilities and regular progress reviews. One of the key points of the program is to align our company with the capital market. The development of virtual equity stories for all Volkswagen Group brands was an important element in this pursuit. To us, investors are more than an important source of impetus: as shareholders, they are part of our company. Generating added value for them, together with all other stakeholders, is a key component of how we see our corporate governance role. This was one of the motivations for the Group Board of Management to seek intensive dialog with the capital market; as part of personal discussions at investor conferences in the world's most important financial centers or at our Capital Markets Day held at the Hockenheimring in June 2023.

2023 was a year of realignment and restructuring for the Volkswagen Group. In many areas, we made faster progress than originally planned and expected. A lot of streamlining has been completed, and we are forging ahead with other tasks. We are transforming ourselves. The ground has been prepared: we are turning from renovator to architect and builder all in one. We have a plan and a clear view of the strengths and potential of the Volkswagen Group. We know where we are heading. We know the way. Our focus is on implementation. We are moving ahead, step by step and day by day, making visible, measurable progress.

The Group's strength lies in the strength of its brands. No other company offers such a compelling, strong and unique product portfolio. We cater to our customers' wishes in all segments and across all vehicle categories. We set high standards for the quality and design of our vehicles. In the past, we did not always meet these standards

• our own and those of our customers - to the fullest extent. Last year, we established ambitious quality and design programs across all brands, drawing on synergies and lessons learned from all players in the Volkswagen Group team. Initial results have shown that we are on the right track. 2024 will be a record year for new models. The launch of our first vehicles on the all-electric premium PPE platform, the Audi Q6 e-tron and the Porsche Macan, is an important milestone. They mark the establishment of a new generation of powerful, attractive models.

We have lived up to our responsibility in the interest of generations, for generations. Our brands and our products must be viable for the future. To achieve this, we have to make a strong investment in the future. We have to be in a position to finance this goal, which is why we have agreed clear targets with all brands and launched effective performance programs. These programs are not just to make cost savings: they are a unique opportunity to shape things. We want to prepare the brands for future success, which includes new sources of revenue. It's about sustainably increasing our profitability.

Living up to our responsibility also means that we think of sustainability holistically, mindful of the natural environ- ment, people, society and value-creating entrepreneurship. We have launched ambitious, structured programs in the Volkswagen Group and in all the brands. Meeting the targets set in these programs is the personal responsibility of the managers. An important element of our sustainability strategy is our commitment to decarbonization. Production is one of the key levers in this regard: by 2030, we aim to cut production-related CO2 emissions from passenger cars and light commercial vehicles by 50% compared with the base year 2018. The prestigious Science Based Targets initiative (SBTi) has confirmed that, by setting this target for the production phase (Scope 1 and Scope 2), our company will meet the requirements for contributing to limiting global warming to 1.5 degrees Celsius. The target to reduce CO2 emissions during the use phase (Scope 3) by 30% has been confirmed by the SBTi as compliant with limiting global warming to 2 degrees Celsius. These confirmations are an incentive for us.

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LE T T E R TO O U R S H A R E H O L D E R S

The Volkswagen Group team stands for a new leadership mindset. Together, we have committed ourselves to a clear stance: one of entrepreneurship and individual responsibility, a winning stance. Volkswagen - our joint enter- prise. Those are our tasks. And it is for us to solve them.

In 2023, we homed in on one of our key skills, technology leadership, which is an integral part of Volkswagen's DNA. The customers of our strong and captivating brands benefit from an intelligent platform strategy. This is also the key to creating greater efficiency, using synergies and building economic resilience in challenging and fiercely competitive times. In this process, we think from the customer's perspective and are able to offer attractive vehicles with attractive solutions at an attractive price. With the realignment of our architectures, the establishment of technology profiles, progress in implementing the battery strategy and the expansion of high-performance charging networks, we have already achieved important milestones. The realignment of our software activities also is a powerful lever in the revision of our technology strategy. We focus on our core competencies, and also collaborate with a strong network of high-performing partners.

The Volkswagen Group thinks global and acts local. We want to remain strong in Europe and China and take advantage of our growth opportunities in North America. We do so with products tailored to the various requirements of our customers in different regions. Our strategy for the largest single market is entitled "In China for China", and our actions have reflected the meaning of these words. In Hefei, we established Volkswagen China Technology Company last year. Today, more than 2,000 technology experts are already working here on the future of Chinese automaking. We aim to cut the development time for new products and technology by around 30% compared to the status quo to be in line with "China speed". We are also making our product substance in China more Chinese. Our cooperations with strong partners such as XPeng, Thundersoft and Horizon Robotics are helping to make this possible: we will continue to work on the development of vehicles that are fully aligned with the needs of Chinese customers. In the North America region, we have taken significant steps forward by making fundamental strategy decisions such as on increasingly localized production, the construction of a battery cell plant in Ontario, Canada, and the revival and electrification of the traditional Scout brand. Here we will make increased use of product synergies to leverage our growth potential with local production. Beyond the markets in China, North America and Europe, we also apply regional strategies in the growth markets of South America and India.

We established a new steering model in 2023, which signifies less head office and more entrepreneurial responsibility and greater creative freedom for the brands and their decision makers. We pursue intelligent capital allocation and set clear guidelines.

Growth that enhances value for years to come, with our transformation, ladies and gentlemen, we are making systematic progress toward realizing this objective. Step by step. After a year of reorganizing and streamlining our structures and focusing on the fundamental alignment of the Volkswagen Group, we are heading into a year of stabilizing and shaping our business. The path is clear. We are working toward the vision of a sustainably profitable group. A group with the most attractive products, the best team and the clear promise: sustainable mobility for generations to come.

Sincerely,

Oliver Blume

5

A B R I D G E D AG E N DA

Abridged agenda

for the Annual General Meeting

of Volkswagen Aktiengesellschaft on May 29, 2024

1. Presentation of the adopted annual financial statements, the approved consolidated financial statements, the combined management report as well as the combined separate

nonfinancial report of the Volkswagen

Group and

Volkswagen

Aktiengesellschaft for

the

year ended December 31, 2023, together with

the

report of

the

Supervisory

Board

on

fiscal year 2023 and the explanatory report

by

the

Board

of

Management

on

the

disclosures in accordance with sections 289a and 315a of the Handelsgesetzbuch (HGB -

German Commercial Code)

2.

Resolution on the appropriation of the net profit of Volkswagen Aktiengesellschaft

3.

Resolution on the formal approval for

fiscal year

2023

of

the

actions

of

the

members

of

the Board of Management who held office in fiscal year 2023

4.

Resolution on the formal approval for

fiscal year

2023

of

the

actions

of

the

members

of

the Supervisory Board who held office in fiscal year 2023

1. Election of members of the Supervisory Board
2. Resolution on the adjustment of Article 21 of the Articles of Association of Volkswagen Aktiengesellschaft due to an amendment to the Aktiengesetz (German Stock Corporation Act)
3. Resolution on the amendment of Article 11 of the Articles of Association of Volkswagen Aktiengesellschaft to make the process of resigning from the Supervisory Board more flexible

8. Resolution on the approval of the remuneration report by the Board of Management and the Supervisory Board

1. Resolution on the approval of the adapted remuneration system for the members of the Board of Management
2. Resolution on the appointment of the auditor of the annual financial statements and consolidated financial statements and of the auditor for the review of interim consolidated financial statements and interim management reports

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A G E N D A

Invitation to

the Annual General Meeting

We are pleased to invite our ordinary and preferred shareholders to attend the Annual General Meeting to be held

on Wednesday, May 29, 2024 starting at 10:00 a.m. (CEST).

The Annual General Meeting will be held in a virtual format without the physical presence of shareholders or their proxy holders (except for the authorized Company proxy holders). Duly registered shareholders or their proxy holders will be able to join the Annual General Meeting by means of electronic communication online via the shareholder portal at

www.volkswagen-group.com/agm-portal and in this way exercise their shareholder rights relating to the meeting.

I. AGENDA

1. PRESENTATION OF THE ADOPTED ANNUAL FINANCIAL STATEMENTS, THE APPROVED CONSOLIDATED FINANCIAL STATEMENTS, THE COMBINED MANAGEMENT REPORT AS WELL AS THE COMBINED SEPARATE NONFINANCIAL REPORT OF THE VOLKSWAGEN GROUP AND VOLKSWAGEN AKTIENGESELLSCHAFT FOR THE YEAR ENDED DECEMBER 31, 2023, TOGETHER WITH THE REPORT OF THE SUPERVISORY BOARD ON FISCAL YEAR 2023 AND THE EXPLANATORY REPORT BY THE BOARD OF MANAGEMENT ON THE DISCLOSURES IN ACCORDANCE WITH SECTIONS 289A AND 315A OF THE

HANDELSGESETZBUCH (HGB - GERMAN COMMERCIAL CODE)

In line with the statutory provisions,	no resolution is foreseen for this agenda item, since
the Supervisory Board has already	approved the annual financial statements and the
consolidated financial statements.

Volkswagen Aktiengesellschaft's annual financial statements and consolidated financial statements for fiscal year 2023 and further documents are available online at www.volkswagen-group.com/agm.

2. RESOLUTION ON THE APPROPRIATION OF THE NET PROFIT OF VOLKSWAGEN AKTIENGESELLSCHAFT

The Supervisory Board and the Board of Management propose that Volkswagen Aktiengesellschaft's net retained profits for fiscal year 2023 of EUR 4,525,522,523.61 be appropriated as follows:

1. EUR 2,655,808,362.00 to pay a dividend of EUR 9.00 per ordinary share carrying dividend rights and
2. EUR 1,868,221,331.70 to pay a dividend of EUR 9.06 per preferred share carrying dividend rights

and

c) EUR 1,492,829.91 to be carried forward to new account.

The entitlement to payment of the dividend is due on June 4, 2024.

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A G E N D A

1. RESOLUTION ON THE FORMAL APPROVAL FOR FISCAL YEAR 2023 OF THE ACTIONS OF THE MEMBERS OF THE BOARD OF MANAGEMENT WHO HELD OFFICE IN FISCAL YEAR 2023
   The Supervisory Board and the Board of Management propose that the actions of the members of the Board of Management who held office in fiscal year 2023 be formally approved for fiscal year 2023.
   The Chairman of the Supervisory Board who, according to the Articles of Association, is responsible for chairing the Annual General Meeting, will conduct the vote on an individual basis.
2. RESOLUTION ON THE FORMAL APPROVAL FOR FISCAL YEAR 2023 OF THE ACTIONS OF THE MEMBERS OF THE SUPERVISORY BOARD WHO HELD OFFICE IN FISCAL YEAR 2023
   The Supervisory Board and the Board of Management propose that the actions of the members of the Supervisory Board who held office in fiscal year 2023 be formally approved for fiscal year 2023.
   The Chairman of the Supervisory Board who, according to the Articles of Association, is responsible for chairing the Annual General Meeting, will conduct the vote on an individual basis.
3. ELECTION OF MEMBERS OF THE SUPERVISORY BOARD
   In accordance with Article 11(2) sentence 1 of the Articles of Association of Volkswagen Aktiengesellschaft, the term of office of Supervisory Board members Ms. Dr. Hessa Sultan Al Jaber, Dr. Hans Michel Piëch and Dr. Ferdinand Oliver Porsche expires at the end of this year's Annual General Meeting.
   The Supervisory Board has 20 members. In accordance with section 7(1) of the Mitbestimmungsgesetz (German Codetermination Act) and sections 96 and 101 of the Aktiengesetz (German Stock Corporation Act), it consists of 10 shareholder representatives and 10 employee representatives.
   In accordance with Article 11(1) sentence 2 of the Articles of Association of Volkswagen Aktiengesellschaft, the State of Lower Saxony is entitled to appoint two members of the Supervisory Board of the Company for as long as the State of Lower Saxony directly or indirectly holds at least 15 percent of the Company's ordinary shares. As the State of Lower Saxony meets this requirement, eight members of the Supervisory Board are appointed by the general meeting.
   A total of at least six seats of the Supervisory Board must consist of women and men respectively to comply with the minimum quota required by section 96(2), sentence 1 of the Aktiengesetz. The joint compliance in accordance with section 96(2), sentence 3 of the Aktiengesetz was objected. Accordingly, the Supervisory Board must have at least three female and at least three male shareholder representatives and at least three female and at least three male employee representatives. This is currently the case and would also be the case in the future if Ms. Dr. Al Jaber, Dr. Piëch and Dr. Porsche are elected.
   In accordance with Article 11(2) sentence 1 of the Articles of Association of Volkswagen Aktiengesellschaft, the term of office of the members of the Supervisory Board to be elected for a full term of office at this year's Annual General Meeting expires at the end of the general meeting that resolves on the formal approval of the actions of the members of the Supervisory Board for fiscal year 2028. The general meeting is not bound to the election proposals.

Based on the recommendation by its Nomination Committee, the Supervisory Board proposes that the general meeting elects the following persons to the Supervisory Board for a full term of office with effect from the end of the Annual General Meeting on May 29, 2024:

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A G E N D A

Dr. Hessa Sultan Al Jaber Doha, Qatar (nationality: Qatari)

Former Minister of Information and Communications Technology, Qatar

Chairwoman of the Board of Directors of Malomatia (non-executive), Q.S.C, Doha, Qatar

Chairwoman of the Board of Directors of Qatar Satellite Company (Es'hailSat) (non-executive), Doha, Qatar Chairwoman of the Board of Directors of Trio Investment (non-executive), Doha, Qatar

Deputy Chairwoman of the Board of Directors of MEEZA QSTP-LLC (Public) (non-executive), Doha, Qatar

Dr. jur. Hans Michel Piëch

Vienna, Austria (nationality: Austrian)

Member of the Supervisory Board of the Volkswagen AG, Wolfsburg, Germany

Deputy Chairman of the Supervisory Board of Porsche Automobil Holding SE, Stuttgart, Germany

Dr. jur. Ferdinand Oliver Porsche Salzburg, Austria (nationality: Austrian)

Managing Director of Real Estate Holding GmbH, Salzburg, Austria

Member of the Board of Management of Familie Porsche AG Beteiligungsgesellschaft, Salzburg, Austria Managing Director of Neckar GmbH, Salzburg, Austria

After detailed deliberation, the Supervisory Board has decided to propose Dr. Piëch for re-election to the Supervisory Board notwithstanding the fact that he will already have exceeded the maximum age of 75 years permitted under the Supervisory Board's rules of procedure on the date of the election. Dr. Piëch is indirectly one of the largest individual shareholders of Volkswagen Aktiengesellschaft and, with his many years of experience for numerous other companies within the Volkswagen Group, possesses particular experience and knowledge of the Company's business which the Supervisory Board is convinced he will continue to contribute in the Company's best interests and for its benefit. In other respects, the Supervisory Board retains the specified standard age limit for Supervisory Board members. For reasons of legal prudence, the Supervisory Board and the Board of Management have nevertheless declared a precautionary deviation from the recommendation of the German Corporate Governance Code to specify an age limit for members of the Supervisory Board.

The proposals take into account the objectives specified by the Supervisory Board with respect to its composition and the diversity concept pursued with regard to its composition and seeks to comply with the profile of skills and expertise for the entire Board.

The Chairman of the Supervisory Board who, according to the Articles of Association, is responsible for chairing the Annual General Meeting, intends to conduct the vote on an individual basis.

The résumés of Ms. Dr. Al Jaber, Dr. Piëch and Dr. Porsche as well as further information on the election proposed candidates are presented in the annex of agenda item 5 and are also available online at www.volkswagen-group.com/agm.

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A G E N D A

1. RESOLUTION ON THE ADJUSTMENT OF ARTICLE 21 OF THE ARTICLES OF ASSOCIATION OF VOLKSWAGEN
   AKTIENGESELLSCHAFT DUE TO AN AMENDMENT TO THE AKTIENGESETZ (GERMAN STOCK CORPORATION ACT)
   Article 21(2) sentence 1 of the Articles of Association sets out that shareholders wishing to attend the General Meeting or exercise voting rights must provide evidence that they are entitled to do so. According to Article 21(2) sentence 2 of the Articles of Association, this must be done by submitting evidence of the shareholding in accordance with section 67c(3) of the Aktiengesetz. Pursuant to Article 21(2) sentence 3 of the Articles of Association as amended, the evidence must refer to the beginning of the 21st day before the General Meeting, in accordance with the existing provision in section 123(4) sentence 2 of the Aktiengesetz.
   The entry into force of the Gesetz zur Finanzierung von zukunftssichernden Investitionen (Financing for the Future Act) on December 15, 2023 prompted lawmakers to revise section 123(4) sentence 2 of the Aktiengesetz. The revised wording sets out that the evidence must now refer "to the close of business on the 22nd day before the General Meeting". This amendment reflects lawmakers' wish to bring the definition of the record date under the Aktiengesetz into line with a regulation under European law (Article 1 No. 7 in conjunction with Article 5 and Table 4 of the Annex to Implementing Regulation (EU) 2018/1212), with the aim of avoiding problems of interpretation in the practical application of this provision.
   To take into account the amended wording of the law, Article 21(2) sentence 3 of the Articles of Association is to be adapted to the new definition in the Aktiengesetz.
   The Supervisory Board and the Board of Management therefore propose that Article 21(2) sentence 3 of the Articles of Association be reworded as follows:
   "§ 21
   Attendance [...]
2. 1. […] The evidence must refer to the close of business on the 22nd day before the General Meeting and must be received by the Company at the address notified in the notice convening the General Meeting at least six days before the General Meeting, whereby the date of receipt shall not be included in the day count."
3. RESOLUTION ON THE AMENDMENT OF ARTICLE 11 OF THE ARTICLES OF ASSOCIATION OF VOLKSWAGEN AKTIENGESELLSCHAFT TO MAKE THE PROCESS OF RESIGNING FROM THE SUPERVISORY BOARD MORE FLEXIBLE
   Article 11(3) of the Articles of Association specifies that 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. This rule is to be made more flexible by allowing observance of the one-month notice to be waived if the Chair of the Supervisory Board approves. Another point to be clarified is that members of the Supervisory Board may in any event resign from their office for cause without observing the one-month notice.
   The Supervisory Board and the Board of Management therefore propose that Article 11(3) of the Articles of Association be reworded as follows:

10