Porsche : Additional information on agenda item 9

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Additional information on agenda item 9 Coverage settlement between Dr. Ing. h.c. F. Porsche Aktiengesellschaft, Volkswagen Aktiengesellschaft and AUDI Aktiengesellschaft on the one hand and Zurich Insurance Europe AG as D&O insurer of the basic policy and the D&O insurers of the excess insurance policies on the other hand dated 10 March 2026 Agreement confirming Coverage Settlement between VOLKSWAGEN AKTIENGESELLSCHAFT, Berliner Ring 2, 38440 Wolfsburg ( " VOLKSWAGEN " ), represented by its Board of Management and Supervisory Board; AUDI Aktiengesellschaft, Auto-Union-Straße 1, 85045 Ingolstadt ( " AUDI " ), represented by its Board of Management and Supervisory Board; Dr. Ing. h.c. F. Porsche Aktiengesellschaft, Porscheplatz 1, 70436 Stuttgart ( " Porsche " ), represented by its Executive Board and Supervisory Board; ( VOLKSWAGEN , AUDI and Porsche collectively the " Companies " ) and ‌ AIG Europe S.A., German Regional Office, Neue Mainzer Straße 46-50, 60331 Frankfurt am Main ( " AIG " ); Allianz Global Corporate & Specialty SE, Königinstraße 28, 80802 Munich ( " AGCS " ), Berkshire Hathaway European Insurance DAC, Germany, Cäcilienstraße 30, 50667 Cologne ( " BERKSHIRE HATHAWAY " ); Great Lakes Insurance SE, Königinstraße 107, 80802 Munich ( " Great Lakes " ); HDI Global SE, HDI-Platz 1, 30659 Hanover ( " HDI " ), Liberty Mutual Insurance Europe SE, German Regional Office, Im Klapperhof 7-23, 50670 Cologne ( " Liberty " ); QBE Europe SA/NV, German Regional Office, Breite Straße 31, 40213 Düsseldorf ( " QBE " ); Tokio Marine Europe SA Sucursal en España, Torre Diagonal Mar, Planta 10, Josep Pla 2, 08019 Barcelona, Spain ( " TMHCC " ); XL Insurance Company SE, German Regional Office (simultaneously as legal successor of AXA Corporate Solutions Deutschland, branch office of AXA Corporate Solutions Assurance S.A., as well as of Catlin Insurance Company (UK) Ltd.), Colonia-Allee 10-20, 51067 Cologne ( " AXA XL " ); Zurich Insurance Europe AG, German Branch Office, Platz der Einheit 2, 60327 Frankfurt am Main ( " Zurich " ), (insurance companies nos. (4) to (13) including their co-insurers", the " Insurers " ) (the Companies and Insurers each individually a " Party " and collectively the " Parties " ). Where an Insurer acts as leading underwriter for an excess liability policy pursuant to paragraph (E) or (G) of the Preamble, it acts both in its own name and in the names of the co-insurers of the respective excess liability policy, unless otherwise explicitly provided for in this Coverage Settlement. Preamble The Companies are automobile manufacturers, several Board of Management members and other Insured Persons under the VW D&O of which are/were said to have breached duties of care in connection with the so-called " Diesel Issue " . The term " Diesel Issue " refers in this context to the development, installation, distribution and other use of certain software functions in the engine control unit of the, inter alia, EA189 and EA288 diesel engines as well as various V-TDI engines that led to deviations between the exhaust emissions during dynamometer operation and road use, and all facts and circumstances related thereto, in particular those notified by VOLKSWAGEN with the notification of circumstances of 2015. For the purposes of this Coverage Settlement, the term covers the clarification and investigation of the matter at the Companies following the publication of the Notice of Violation by the US Environmental Protection Agency ( " EPA " ) on 18 September 2015, including the so-called " response management " , and all measures taken for the preparation and conclusion of this Settlement. A considerable number of official and court proceedings in connection with the Diesel Issue were pending in Germany and abroad, including individual and class actions by customers, as well as by consumer and/or environmental organisations, and in some cases are still pending. The subject matter of these proceedings is essentially claims for damages or claims relating to the rescission of sales contracts. In the US, a shareholder derivative action, in particular, is pending before the Supreme Court of the State of New York. Investors from Germany and other countries have also sued VOLKSWAGEN for damages for the alleged fall in the share price as a consequence of supposed misconduct in relation to capital market communication in connection with the Diesel Issue . Furthermore, the Braunschweig and Munich II public prosecutor's offices have conducted criminal proceedings inter alia against Professor Winterkorn and Mr Stadler, in particular on account of alleged fraud, that are in some cases still ongoing. Among others, Rupert Stadler and Wolfgang Hatz (relevant for this Settlement as Insured Persons ) were convicted for fraud by Munich II Regional Court with its judgment of 27 June 2023 (W5 KLs 64 Js 22724/19). The judgment is final and binding. By 30 September 2025, the Companies , their subsidiaries and other group companies ( " VOLKSWAGEN Group " ) had, according to information provided by VOLKSWAGEN , spent a total of at least EUR 33.6 billion for negative special factors in connection with the Diesel Issue . The amount comprises, among other things, the costs of recalls and field measures, compensation and settlement payments to dealers, internal investigation costs and fines. From 1 January 2012, VOLKSWAGEN maintained a D&O insurance policy ( " Primary Policy " ) with Zurich with an insured sum of EUR 25 million which, together with several local policies ( " Local Policies " , Primary Policy and Local Policies collectively also " International Program Policies " ), comprised an international insurance program. The Primary Policy was additionally supplemented successively by various excess liability insurance policies (together with the International Program Policies , the " VW Insurance Program " ). Volkswagen Financial Services AG maintained a separate D&O insurance, which was supplemented successively by various excess liability insurance policies (collectively " VWFS Policy " ). Some of the excess liability insurance policies which supplemented the Primary Policy served at the same time as excess liability insurance policies for the VWFS Policy . Additionally, there was a separate D&O insurance for IAV GmbH Ingenieurgesellschaft Auto und Verkehr ( " IAV Policy " ), for which the Primary Policy acted as an insurance drop down and a difference in conditions insurance and contained an accumulation arrangement. Porsche maintained its own D&O insurance up to the subsequent complete takeover by VOLKSWAGEN , which had been in run-off since 1 February 2011 ( " Porsche Policy " ). The International Program Policies , the excess liability insurance policies to the Primary Policy , the VWFS Policy , the IAV Policy and the Porsche Policy are referred to in this Agreement collectively as the " VW D&O " (and all of the Insurers of these polices are referred to collectively as the " VW D&O Insurers " ). The VW D&O provides coverage to the persons defined in the insurance policies ( " Insured Persons " ) who work or worked for the respective policyholder or other companies covered by the policy according to the insurance terms and conditions (in the Primary Policy , AUDI and Porsche among others), in particular in the event that claims for damages are asserted against Insured Persons or official proceedings are initiated against them. The Insured Persons include, in particular, former and current board members of the Companies . For the insurance period from 1 January 2015 to 1 January 2016, the VW insurance program comprised the following insurance policies (collectively, the " 2015 Insurance Program " ): Primary coverage and various Local Policies (integrated limits) with a maximum insured sum of EUR 25 million with Zurich, operating as Zurich Insurance plc German Branch Office prior to its cross-border change of legal form on 2 January 2024 (100%) ( " 2015 Primary Coverage " ) First excess liability insurance policy with a maximum insured sum of EUR 25 million (after EUR 25 million) with XL Insurance Company SE, German Regional Office (simultaneously as legal successor of AXA XL ) (100%) ( " First Excess Liability Insurance 2015 " ) Second excess liability insurance policy with a maximum insured sum of EUR 25 million (after EUR 50 million) with AGCS (100%) ( " Second Excess Liability Insurance 2015 " ) Third excess liability insurance policy with a maximum insured sum of EUR 25 million (after EUR 75 million) with AXA XL (100%) ( " Third Excess Liability Insurance 2015 " ) Fourth excess liability insurance policy with a maximum insured sum of EUR 50 million (after EUR 100 million) with AIG as lead underwriter (50%) and participation of HDI (50%) ( " Fourth Excess Liability Insurance 2015 " ) Fifth excess liability insurance policy with a maximum insured sum of EUR 50 million (after EUR 150 million) with Liberty as lead underwriter (40%) and participation of Allied World Assurance Company (Europe) dac (formerly: Allied World Assurance Company (Europe) Ltd. " AWAC " ) (30%), AXA XL (20%) and AGCS (10%) ( " Fifth Excess Liability Insurance 2015 " ) Sixth excess liability insurance policy with a maximum insured sum of EUR 50 million (after EUR 200 million) with TMHCC as lead underwriter (50%) and participation of MISG Europe SE, German Branch (formerly: MSIG Insurance Europe AG " MSIG " ) (30%) und CNA Insurance Europe SA ( " CNA " ) (20%) ( " Sixth Excess Liability Insurance 2015 " ) Seventh excess liability insurance policy with a maximum insured sum of EUR 50 million (after EUR 250 million) with QBE as lead underwriter (60%), Underwriters at Lloyd's Syndicate 4711 ( " Lloyd's 4711 " ) (20%) and R+V Allgemeine Versicherung AG ( " R+V " ) (20%) ( " Seventh Excess Liability Insurance 2015 " ) Eighth excess liability insurance policy with a maximum insured sum of EUR 150 million (after EUR 300 million) with Great Lakes as lead underwriter (16.667%) and participation of RiverStone Insurance (Malta) SE (formerly: ArgoGlobal SE " RiverStone " ) (16.667%), Starr Managing Agents Ltd. for and on behalf of Starr Consortium 9885 ( " Starr " ) (13.333%), Underwriters at Lloyd's Syndicate 2987, represented by Brit Syndicates Ltd. ( " Brit " ) (10%), Intact Insurance UK Ltd. (formerly: Royal and Sun Alliance Insurance Ltd. " IntactInsurance " ) (10%), ANV Underwriters at Lloyd's Syndicate 1861 ( " ANV / Lloyd's 1861 " ) (6.667%), Arch Insurance (EU) dac ( " Arch " ) (6.667%), AXA XL (6.667%), TMHCC (6.667%), Underwriters at Lloyd's Syndicates 0623 and 2623 ( " Lloyd's 0623 and 2623 " ) (3.333%), and Underwriters at Lloyd's Syndicate 2468 ( " Lloyd's 2468 " ) (3.333%) ( " Eighth Excess Liability Insurance 2015 " ) Ninth excess liability insurance policy with a maximum insured sum of EUR 50 million (after EUR 450 million) with AIG as lead underwriter (50%) and participation of Swiss Re International SE ( " Swiss Re " ) (50%) ( " Ninth Excess Liability Insurance 2015 " ) The total insured sum of the 2015 Insurance Program was therefore EUR 500 million. The insured sum in excess of EUR 300 million was only available for board members of VOLKSWAGEN . As of the 2016 insurance period, the VW D&O Insurers excluded coverage for so-called " exhaust emission value manipulations " - with the exception of the response management defined in more detail under the VW D&O . For the insurance period from 1 January 2021 to 1 January 2022, the VW insurance program comprised the following insurance policies (collectively, the " 2021 Insurance Program " ): Primary coverage with a maximum insured sum of EUR 25 million with Zurich (100%) ( " 2021 Primary Coverage " ) First excess insurance policy with a maximum insured sum of EUR 50 million (after EUR 25 million) with BERKSHIRE HATHAWAY (100%) ( " First Excess Liability Insurance 2021 " ) Second excess liability insurance policy with a maximum insured sum of EUR 25 million (after EUR 75 million) with AXA XL as lead underwriter (60%) and participation of AIG (40%) ( " Second Excess Liability Insurance 2021 " ) Third excess liability insurance policy with a maximum insured sum of EUR 50 million (after EUR 100 million) with HDI as lead underwriter (30%) and participation of AIG (30%), QBE (20%), Generali Deutschland AG ( " Generali " ) (10%), AVN / AmTrust International Underwriters DAC ( " AVN / AmTrust " ) (5%) and Navigators / The Hartford Underwriters at Lloyd's Syndicate 1221 ( " Navigators / The Hartford / Lloyd's 1221 " ) (5%) ( " Third Excess Liability Insurance 2021 " ) Fourth excess liability insurance policy with a maximum insured sum of EUR 50 million (after EUR 150 million) with Liberty as lead underwriter (50%) and participation of Beazley Insurance dac, German Branch Office ( " Beazley " ) (30%), Lloyd's Insurance Company S.A. CVS 5337 (10%), as well as AXA XL (10%) ( " Fourth Excess Liability Insurance 2021 " ) Fifth excess liability insurance policy with a maximum insured sum of EUR 50 million (after EUR 200 million) with TMHCC as lead underwriter (50%) and participation of MSIG (30%) and Generali (20%) ( " Fifth Excess Liability Insurance 2021 " ) Sixth excess liability insurance policy with a maximum insured sum of EUR 50 million (after EUR 250 million) with ERGO Versicherung AG as lead underwriter (30%) and participation of Generali (20%), AIG (10%), AVN / AmTrust (10%), Ryan Specialty Group Denmark A/S (10%), Lloyd's Insurance Company S.A. WRB 5340 (10%), Volante Ltd. ( " Volante " ) (7.5%) and Aviva Insurance Ltd. ( " Aviva " ) (2.5%) ( " Sixth Excess Liability Insurance 2021 " ) Seventh excess liability insurance policy with a maximum insured sum of EUR 100 million (after EUR 300 million) with Great Lakes as lead underwriter (15%) and participation of AGCS (15%), TMHCC (10%), Newline Europe Versicherung AG (10%), Underwriters at Lloyd's Syndicate 5000 (9.5%), Aviva (6.25%), IGI - International General Insurance Ltd. (5.5%), MSIG (5%), R+V (10%), SI Insurance (Europe), SA (5%), UNIQA Österreich Versicherungen AG (5%) and Volante (3.75%) ( " Seventh Excess Liability Insurance 2021 " ) Eighth excess liability insurance policy with a maximum insured sum of EUR 50 million (after EUR 400 million) with Swiss Re as lead underwriter (50%) and participation of Arch Insurance UK Ltd. (20%), AIG (10%), Accredited Insurance (Europe) Ltd., represented by Applied Financial Lines (Vale) (10%) and Beazley (10%) ( " Eighth Excess Liability Insurance 2021 " ) Ninth excess liability insurance policy with a maximum insured sum of EUR 15 million (after EUR 450 million) with Liberty as lead underwriter (66.67%) and participation of AXIS Specialty Europe SE (33.33%) ( " Ninth Excess Liability Insurance 2021 " ) Tenth excess liability insurance policy with a maximum insured sum of EUR 10 million (after EUR 465 million) with CHUBB European Group SE (100%) ( " Tenth Excess Liability Insurance 2021 " ) Eleventh excess liability insurance policy with a maximum insured sum of EUR 5 million (after EUR 475 million) with HDI (100%) ( " Eleventh Excess Liability Insurance 2021 " ) The total insured sum of the 2021 Insurance Program was therefore EUR 480 million. However, the insured sum in excess of EUR 300 million was only available for board members of VOLKSWAGEN. Based on their investigations, the Companies came to the conclusion that the former Chairman of the Board of Management of VOLKSWAGEN Professor Winterkorn, the former member of the Board of Management of VOLKSWAGEN and Chairman of the Board of Management of AUDI Mr Stadler, the former members of the Board of Management of AUDI Professor Hackenberg and Dr Knirsch, as well as the former Porsche Executive Board member Mr Hatz had committed violations in connection with the Diesel Issue . Accordingly, on 26 March 2021, the Companies called upon Professor Martin Winterkorn, Mr Rupert Stadler, Professor Ulrich Hackenberg, Dr Stefan Knirsch and Mr Wolfgang Hatz to pay damages in connection with the Diesel Issue . Prior to this, in the course of proceedings for protection against dismissal before the courts for labour matters, claims had been asserted against a (former) employee of VOLKSWAGEN Dr Heinz-Jakob Neußer (former member of the so-called Board of Management for the VOLKSWAGEN Passenger Cars brand) (together with Professor Winterkorn, Mr Stadler, Professor Ulrich Hackenberg, Dr Knirsch and Mr Hatz, the " Persons against whom Claims are Asserted " ), as well as against other (former) employees of the Companies . The Companies are of the opinion that these claims for damages and the underlying facts and circumstances pertain to the 2015 Insurance Program as well as the 2021 Insurance Program. The Insurers have argued that coverage could at best exist under the 2015 Insurance Program and reserved the right to make further arguments. The Companies have concluded agreements on the liability claims referred to in (H) with all Persons against whom Claims are Asserted ( " Original Liability Settlements " ). Where required, such agreements have been approved by the General Meetings of the respective Companies . On 9 June 2021, the Companies concluded an agreement with the Insurers - excluding BERKSHIRE HATHAWAY - on the coverage claims, with a settlement amount of EUR 270,015,000.00 ( " First Coverage Settlement " ). The General Meetings of the respective Companies approved this First Coverage Settlement . The Companies and BERKSHIRE HATHAWAY eventually concluded a settlement with a settlement amount of EUR 7,700,000.00 on 15 July 2025 ( " BERKSHIRE Coverage Settlement " ). Even prior to conclusion of the First Coverage Settlement on 9 June 2021, Zurich and the insurers of the Local Policies had already made payments under the 2015 Primary Coverage for legal defence costs of the Insured Persons in connection with some of the proceedings mentioned in (A), among other things in connection with criminal investigations and various proceedings in the US. In performance of section 2.2 of the First Coverage Settlement , a part amount of EUR 50 million was transferred from the 2015 Settlement Amounts within the meaning of section 1.2 of the First Coverage Settlement to the Provisions Account within the meaning of section 2.1 of the First Coverage Settlement . Payments for legal defence costs of the Insured Persons in these proceedings were also made from such Provisions Account . The actions for nullity and avoidance brought against the approval resolutions of the VOLKSWAGEN General Meeting were dismissed at both first and second instance. However, in a last-instance judgment handed down on 30 September 2025, the Federal Court of Justice found in favour of the actions for avoidance to the extent that the Court declared the resolution by which the General Meeting approved the First Coverage Settlement null and void. As a result of this judgment, not only the First Coverage Settlement became invalid but, owing to its invalidity, also the BERKSHIRE Coverage Settlement in accordance with section 5.2 thereof. Unlike the lower courts, the Federal Court of Justice took the view that the notice convening the General Meeting did not sufficiently indicate that the First Coverage Settlement also entailed a waiver of potential D&O liability claims against a large number of current and former VOLKSWAGEN board members. In its decision, the Federal Court of Justice did not identify any substantive objections to the First Coverage Settlement when reviewing the approval resolutions. With respect to the two contested approval resolutions concerning the liability settlements with Professor Winterkorn and Rupert Stadler, the Federal Court of Justice set aside the judgment dismissing the action and remanded the matter to Celle Higher Regional Court for a new hearing and decision. A decision is awaited. The liability settlements with Professor Winterkorn and Mr Stadler remain valid. The issue of whether the Companies will conclude new liability settlements with Professor Martin Winterkorn and/or Mr Rupert Stadler remains open. (Such potential new settlements and the Original Liability Settlements together the " Liability Settlements " ). The Parties' intentions with respect to the conclusion of the First Coverage Settlement , respectively the BERKSHIRE Coverage Settlement , remain unchanged. The Parties intend while maintaining their respective legal positions, without acknowledging any legal obligation to do so and without prejudice in terms of any legal disputes to agree upon a provision on the coverage claims which is to be comprehensive and definitive on the matter. Apart from the Diesel Issue , the " Relevant Facts and Circumstances " to which the legal relationships under insurance law that are regulated in this Coverage Settlement pertain also include other potential manipulations, falsifications or misrepresentations of or pertaining to exhaust emissions, consumption levels or performance values of engines within the VOLKSWAGEN Group ( " Exhaust Emission and Consumption Value Manipulations " ). It is immaterial which measures or circumstances are the cause for Exhaust Emission and Consumption Value Manipulations (e.g., manipulations of software or hardware) or to whom potential misstatements were made (e.g., authorities, merchants or customers). The term " Consumption Values " includes the consumption values of, inter alia, all fuels of a vehicle (e.g., gasoline, diesel, electric energy, oil). The Relevant Facts and Circumstances include in particular - but are not limited to - the assertion of claims in connection with damages claims under civil law, criminal investigations, regulatory, official or other proceedings and claims which are introduced, initiated, announced or raised due to Exhaust Emission and Consumption Value Manipulations on cars with diesel or petrol engines (regardless of type) and violations of disclosure obligations or accounting provisions in connection with Exhaust Emission and Consumption Value Manipulations . The Relevant Facts and Circumstances further include potential agreements in violation of antitrust law in connection with the Diesel Issue and other Exhaust Emission and Consumption Value Manipulations including related investigations, proceedings and assertions of claims. Against this background, the Parties now enter into a further coverage settlement which - taken as a whole and in terms of content - reaffirms as far as possible both the First Coverage Settlement and the BERKSHIRE Coverage Settlement as a new agreement and, to this end, agree as follows: Payment obligations of the Insurers In order to settle the Relevant Facts and Circumstances , the Insurers shall, in accordance with the following provisions, pay a total amount of EUR 277,715,000 minus the payments already made (see paragraph (L) of the Preamble) and the insurance payments that are still to be made to VOLKSWAGEN , AUDI and Porsche pursuant to section 2 into an account to be designated by V OLKSWAGEN . Upon this Settlement taking effect pursuant to section 6.1, the payment by the respective Insurer shall be effected by way of setoff against the respective entitlement to restitution under section 7.2 of the First Coverage Settlement , respectively section 5.2 of the BERKSHIRE Coverage Settlement . The declarations required for the setoff are hereby already made, subject to the condition precedent of this Settlement taking effect pursuant to section 6.1. Of the settlement amounts, VOLKSWAGEN shall - to the extent this has not already been done - pass on a share of 34.18% to AUDI and a share of 14.5% to Porsche . The Insurers of the 2015 Insurance Program shall each bear, as individual debtors of the total settlement amount under the 2015 Insurance Program of EUR 261,890,000.00, in accordance with the percentage of their respective participation in the Primary Policy and/or the excess liability policies of the 2015 Insurance Program (cf. paragraph (D) of the Preamble), the following amounts (the respective share of the Insurer hereinafter referred to as the " 2015 Settlement Amount " ) unless specified otherwise as follows: 2015 Primary Coverage : EUR 25,000,000.00 First Excess Liability Insurance 2015 : EUR 22,000,000.00 Second Excess Liability Insurance 2015 : EUR 21,750,000.00 Third Excess Liability Insurance 2015 : EUR 20,525,000.00 Fourth Excess Liability Insurance 2015 : EUR 35,000,000.00 Fifth Excess Liability Insurance 2015 : EUR 32,500,000.00 Sixth Excess Liability Insurance 2015 : EUR 23,000,000.00, of which EUR 12,500,000.00 are to be borne by TMHCC , EUR 7,500,000.00 by MSIG and EUR 3,000,000.00 by CNA , each as individual debtors Seventh Excess Liability Insurance 2015 : EUR 25,500,000.00 Eighth Excess Liability Insurance 2015 : EUR 45,615,000.00 Ninth Excess Liability Insurance 2015 : EUR 11,000,000.00 The Insurers of the 2021 Insurance Program shall each bear, as individual debtors of the total settlement amount under the 2021 Insurance Program in the amount of EUR 15,825,000.00, in accordance with the percentage of their respective participation in the Primary Policy and/or the excess liability policies of the 2021 Insurance Program (cf. (F) of the Preamble), the following amounts (the respective share of the Insurer hereinafter referred to as the " 2021 Settlement Amount " ): 2021 Primary Coverage : EUR 3,500,000.00 First Excess Liability Insurance 2021 : EUR 7,700,000.00 Second Excess Liability Insurance 2021 : EUR 1,625,000.00 Third Excess Liability Insurance 2021 : EUR 3,000,000.00 The payments to be made by the Insurers as individual debtors are enumerated in the Annex to this agreement. The Parties unanimously assume that the settlement amounts involve genuine damages payments and consequently no VAT is to be charged on the payments to be rendered by the Insurers . Any legal risk with regard to the VAT shall be borne by the Companies . For the Insurers , the payment of the aforementioned settlement amounts shall also be conclusive in this regard. However, they shall, within reasonable limits, provide the Companies with any information and documents which are relevant for an examination of the consequences under tax law or where their presentation to the tax authorities would be necessary or expedient. Each Insurer undertakes, including with effect for the benefit of the Companies , not to assert its entitlements to restitution under section 7.2 of the First Coverage Settlement , or, in the case of BERKSHIRE HATHAWAY, under section 5.2 of the BERKSHIRE Coverage Settlement , until either the deadline pursuant to section 6.1 has expired or the setoff pursuant to section 1.1 of this Coverage Settlement has taken effect ( " Standstill " ); undertakes, including with effect for the benefit of the Companies , not to claim default interest or any other default damages for the period of the Standstill; waives any claims within the meaning of (b) upon the Coverage Settlement taking effect, and unilaterally warrants that it has not already assigned, pledged or otherwise disposed of the entitlements to restitution by which setoff is to occur under section 1.1 or of any entitlements that it waives under this Coverage Settlement and will not dispose of them in the period until the Coverage Settlement takes effect pursuant to section 6.1. Provisions for future insurance payments In accordance with section 2.1 of the First Coverage Settlement , Zurich, as the primary VW D&O insurer, has opened a separate bank account ( " Provisions Account " ), which is administered for VOLKSWAGEN in trust. Zurich has administered the Provisions Account in accordance with the terms of the First Coverage Settlement since such First Coverage Settlement took effect. As of 30 September 2025, of the EUR 50 million paid into the Provisions Account in accordance with the terms of the First Coverage Settlement , a sum of EUR 13,613,399.99 had been used up ( " Difference " ). The Parties hereby clarify that no further payments into the Provisions Account are owed. The terms governing the administration of the Provisions Account shall continue to apply in accordance with the following provisions: The Provisions Account shall continue to be maintained by Zurich . Insurance payments under the VW D&O have already previously been rendered for the Relevant Facts and Circumstances from the Provisions Account and such payments shall continue to be rendered in the same manner in future, provided that an Insured Person can still demand defence coverage and/or indemnification against liability claims from the VW D&O Insurers , even in consideration of the Liability Settlements and this Coverage Settlement, or this is the subject of a dispute. Payments from the Provisions Account shall expressly not be rendered on coverage claims of the insured companies. Insurance payments under section 2.1 shall only be granted subject to the contractual provisions of the VW D&O for the respective relevant insurance period and the statutory provisions. Zurich shall be entitled to settle claims of Insured Persons arising from or in connection with the Relevant Facts and Circumstances out of the Provisions Account if the claims are substantiated in its view or, in case of dispute, if an amicable agreement or another favourable solution can be achieved. The administrative costs, including expenses incurred by Zurich for services rendered by third parties, expenses for the defence against unjustified claims to coverage and an appropriate remuneration for the settlement services, shall be charged to the Provisions Account . Should claims be made against other VW D&O Insurers on the grounds of the Relevant Facts and Circumstances, they will refer the claimant to Zurich; in the case of a dispute in court, their expenses are to be charged to the Provisions Account as well. In carrying out the settlement, Zurich shall act with the same care that it customarily exercises in its own affairs as an insurer. At the same time, Zurich shall bear liability for financial losses within the scope of liability based on fault only in cases of intent. This shall also apply with regard to breaches of duty by persons whose fault Zurich must allow to be attributed to it under the statutory provisions and in favour of such persons. Should Insured Persons - regardless of the basis in law - be obliged to make refunds of insurance payments they received from the Provisions Account , these shall be paid into the Provisions Account. Should the Provisions Account already be dissolved pursuant to section 2.6, the payments shall be made into the account to be designated by VOLKSWAGEN . Section 1.1, last sentence shall apply mutatis mutandis. The accounting of the Provisions Account , in particular of the insurance payments made from it, expenses and remunerations, shall be carried out by Zurich within four weeks after the end of each calendar half-year. Zurich shall provide VOLKSWAGEN with the accounting of its own accord. The accounting shall be carried out for the last time on 31 December of the year in which the Provisions Account no longer has a credit balance or in which the last pending claims known and notified to Zurich or ongoing proceedings in connection with the Relevant Facts and Circumstances are decided with final and binding effect or the dispute has been otherwise resolved, but no later than 31 December 2027. The credit balance on the Provisions Account shall be paid out to VOLKSWAGEN within one month after this final accounting into the account to be designated by VOLKSWAGEN . Section 1.1 shall apply mutatis mutandis. Zurich has the right to inform the Insurers on the current status of the payments made. Zurich is obliged to likewise inform the Insurers upon request. The Companies and the First Excess Liability Insurance 2015 acknowledge that the management of the Provisions Account thus far and the resulting Difference were in compliance with the provisions of the First Coverage Settlement . However, this shall not affect any liability for intentional conduct. Prior to the signing of this Coverage Settlement, the following provisions were agreed for the period between when the judgment was pronounced on 30 September 2025 and when the Standstill pursuant to section 1.6 took effect ( " Temporary Standstill " ): Zurich undertakes to continue the Provisions Account in accordance with sections 2.3 to 2.7 of the First Coverage Settlement and to handle the settlement of claims from this Provisions Account ; AGCS , AXA XL and VOLKSWAGEN consent to this continuation and the ongoing settlement of claims; each Insurer undertakes, including with effect for the benefit of the Companies , not to assert its entitlements to restitution under section 7.2 of the First Coverage Settlement or, in the case of BERKSHIRE HATHAWAY, under section 5.2 of the BERKSHIRE Coverage Settlement , until the Standstill pursuant to section 1.6 has taken effect; not to claim default interest or any other default damages for the period of the Temporary Standstill ; This Temporary Standstill shall apply until 14 March 2026. Effect of being satisfied and settled The Parties agree that, with the fulfilment of the conditions precedent pursuant to section 6.1 of this Agreement and payment in full of the respective settlement amounts to be paid by the individual Insurers pursuant to section 1 of this Coverage Settlement, all coverage claims of Insured Persons as well as of the Companies and other insured undertakings for insured events and facts and circumstances based on or in connection with the Relevant Facts and Circumstances , irrespective of under which policy of which policyholder the claims fall or which insurance period they relate to; and all coverage claims of Insured Persons as well as of the Companies and other insured undertakings for insured events that occurred in the 2015 insurance period or are to be allocated to this period for reasons pertaining to insurance contract law, shall be deemed satisfied and settled vis-à-vis the VW D&O Insurers insofar as the Parties are authorised to dispose of the coverage claims in accordance with the contractual provisions and the German Insurance Contract Act. At the same time, the Companies undertake to never or no longer assert potential coverage claims in or out of court. The Companies shall - to the extent legally permissible - also ensure and work towards ensuring that other VOLKSWAGEN Group companies likewise will not (or will no longer) assert, assign or otherwise transfer such claims against VW D&O Insurers . The effect of being satisfied and settled pursuant to section 3.1 shall apply irrespective of whether this involves current or future, known or unknown, conditional or unconditional claims or rights arising from own rights or rights transferred by statutory subrogation; in particular, the Parties agree that no further claims can be asserted against the VW D&O Insurers under the VW D&O on the basis of or in connection with the Relevant Facts and Circumstances . The effect of being satisfied and settled pursuant to section 3.1 shall apply to the VW D&O Insurers not involved in this Coverage Settlement in the sense of a genuine contract for the benefit of third parties. The payments to be made by the individual Insurers pursuant to sections 1.1 and 1.3 falling under the 2021 insurance period shall be set off against the insured sum under the respective insurance policy from the 2021 insurance period . Beyond that, the payments made by the Insurers of the 2021 insurance period pursuant to sections 1.1 and 1.3 shall completely exhaust the insured sums of the 2021 Primary Coverage and the subsequent excess liability insurances of the 2021 Insurance Program for all facts and circumstances and claims based on or in connection with the Relevant Facts and Circumstances . The effect of being settled pursuant to sections 3.1 to 3.3 shall apply to the benefit of the Insurers which have paid their respective settlement amounts pursuant to section 1 of this Coverage Settlement in full, irrespective of whether other Insurers have also paid their settlement amounts. In relation to the VW D&O Insurers which, according to this Settlement Agreement, do not have to pay a settlement amount under the 2021 insurance period , the effect of being settled pursuant to sections 3.1 to 3.3 shall apply once the conditions precedent in section 6.1 are met. Section 2 shall remain unaffected by the effect of being satisfied and settled pursuant to sections 3.1 to 3.3 above. Claims of Insured Persons to insurance payments in accordance with the pertinent insurance terms and conditions of the VW D&O against VW D&O Insurers for proceedings and claims asserted in connection with the Relevant Facts and Circumstances shall be settled by the VW D&O Insurers in accordance with section 2 via the Provisions Account or - if the Provisions Account has been exhausted - shall be paid by the VW D&O Insurers after indemnification by VOLKSWAGEN in the context of the provisions of section 4. The Parties agree that this Coverage Settlement and the Liability Settlements do not restrict the insurance cover under section 3.3.4 of the insurance terms and conditions for the primary coverage due to the settlement of liability claims. For the avoidance of doubt, the Parties state that the counter-exception provided for in this section 3.5 shall not apply to any coverage claims by insured Companies. With the fulfilment of the conditions precedent pursuant to section 6.1 of this Agreement and payment of the settlement amount in accordance with section 1 of this Agreement, the Companies undertake to never or no longer assert in or out of court claims against current or former members of the Boards of Management of the Companies ( " Board of Management Members " ) based on or in connection with the Relevant Facts and Circumstances . This is a genuine contract for the benefit of third parties for the benefit of the Board of Management Members that can no longer be amended without the consent of the beneficiary (section 328(2) German Civil Code) and which applies irrespective of whether this involves known or unknown, conditional or unconditional claims or rights arising from own rights or rights transferred by statutory subrogation. The Companies warrant that they have not assigned such claims and undertake not to make any such assignments or otherwise transfer claims. The Companies shall - to the extent legally permissible - ensure and work towards ensuring that other VOLKSWAGEN GROUP companies likewise will not (or will no longer) assert, assign or otherwise transfer such claims against Board of Management Members . With the fulfilment of the conditions precedent pursuant to section 6.1 of this Agreement and payment of the settlement amount in accordance with section 1 of this Agreement, the Companies undertake to never or no longer assert in or out of court claims against any other Insured Persons based on or in connection with the Relevant Facts and Circumstances . This is a genuine contract for the benefit of third parties for the benefit of the Insured Persons that can no longer be amended without the consent of the beneficiary (section 328(2) German Civil Code) and which applies irrespective of whether this involves known or unknown, conditional or unconditional claims or rights arising from own rights or rights transferred by statutory subrogation. The Companies warrant that they have not assigned such claims and undertake not to make any such assignments or otherwise transfer claims. The Companies shall - to the extent legally permissible - ensure and work towards ensuring that other VOLKSWAGEN GROUP companies likewise will not (or will no longer) assert, assign or otherwise transfer such claims against Insured Persons . Pursuant to section 93(4), sentence 3 German Stock Corporation Act, a waiver of liability claims against (former) board members cannot be made if less than three years have elapsed since they arose. The provisions in section 3.6 and 3.7 as well as section 3.10 shall not apply to claims against board members in respect of which the three-year period in section 93(4), sentence 3 had not yet expired at the time the First Coverage Settlement was concluded on 9 June 2021. In all other respects, the settlement agreed upon in sections 3.6 and 3.7 for claims of the Companies due to or in connection with the Diesel Issue shall apply comprehensively, to the extent the claims arose by 9 June 2021. Moreover, the settlement shall not apply for other claims of the Companies due to or in connection with the Relevant Facts and Circumstances insofar as it is ascertained that insurance protection does not exist for such claims under the VW D&O , regardless of which insurance period is involved; the burden of proof for this shall be borne by the Companies . With regard to the Persons against whom Claims are Asserted , the stipulations in sections 3.6 and 3.7 shall not apply, but rather those in the Liability Settlements entered into with these persons. If they have not concluded a Liability Settlement or such settlement becomes invalid or is declared void, which is possible based on the actions for nullity and avoidance - pending at Celle Higher Regional Court -against the approval resolutions for the Liability Settlements with Dr Winterkorn and Mr Stadler adopted by the General Meeting on 22 July 2021 under agenda item 10, the Companies may, in derogation of sections 3.6 and 3.7, continue to bring actions against the Persons against whom Claims are Asserted , but only for that part of the claim which would remain had the Insurers also spent the difference between the settlement amounts pursuant to section 1 and the maximum insurance sums for the 2015 insurance period and the 2021 insurance period for insurance payments. With regard to the remaining part, the Companies undertake to never or no longer assert claims against the Persons against whom Claims are Asserted due to or in connection with the Relevant Facts and Circumstances in or out of court. This is a genuine contract for the benefit of third parties for the benefit of the Persons against whom Claims are Asserted , which applies irrespective of whether this involves known or unknown, conditional or unconditional claims or rights arising from own rights or rights transferred by statutory subrogation. However, the two preceding sentences shall not apply insofar as the Persons against whom Claims are Asserted would not have been insured for reasons other than the exhaustion of the insured sum. This shall not affect the provisions in section 4. Indemnifications Should, based on or in connection with the Relevant Facts and Circumstances , claims be asserted against one or more VW D&O Insurers , VOLKSWAGEN , foregoing the right to set-off and the right of retention, shall indemnify the VW D&O Insurers , inter alia, against all claims to insurance payments, especially indemnification claims under liability insurance law and claims to the assumption of the costs of legal protection of Insured Persons; and against associated necessary judicial and extrajudicial costs, including the Insurers' own costs up to a reasonable amount, especially lawyers' fees for the review and/or defence of claims to insurance payments. The costs shall be considered necessary and reasonable if they are in line with previous regulatory practice; and against default interest and interest accruing from the date of the proceedings becoming pending on coverage claims; and against the costs of providing security or similar expenses caused by the Insurers in defending against coverage claims in court in order to prevent the enforcement of a court ruling. For the avoidance of doubt, the Parties agree that VOLKSWAGEN's indemnification obligation shall exist in particular for claims to insurance payments that have not been satisfied and settled vis-à-vis the persons entitled to the claims or third parties pursuant to sections 3.1 to 3.3 of this Agreement because the Parties are not authorised to dispose of the claims under the contractual provisions or the German Insurance Contracts Act or because the Parties could not agree or have not agreed on satisfaction and settlement with effect vis-à-vis the persons entitled to the claims or third parties for other reasons. Insofar as VW D&O Insurers are not party to this Agreement, this is a genuine contract for the benefit of third parties for the benefit of these VW D&O Insurers which applies irrespective of whether this involves known or unknown, conditional or unconditional claims or rights arising from own rights or rights transferred by statutory subrogation. The indemnification obligation pursuant to section 4.1 shall, with regard to the 2015 Insurance Program 2015 , extend to such claims against one or several VW D&O Insurers which are not related to the Relevant Facts and Circumstances . The indemnification obligation pursuant to section 4.1 shall not apply insofar as the coverage claims can be settled via a remaining credit balance in the Provisions Account pursuant to section 2; or if the Insured Person against whom claims are asserted acknowledges corresponding claims for damages with the explicit consent of the Insurers , reaches a settlement in respect of these with the explicit consent of the Insurers or allows existing defence options to finally and conclusively expire without being used, with the explicit consent of the Insurers , without VOLKSWAGEN having explicitly consented to such a course of action. VOLKSWAGEN shall be deemed to have given its consent if it does not explicitly object to a corresponding inquiry from the Insurers within two weeks. Irrespective of this, VOLKSWAGEN's indemnification obligation shall continue to exist if the Insurers are obliged to provide coverage. The Insurers shall bear the burden of proof in this regard. The indemnification obligation shall moreover not apply if the VW D&O Insurers acknowledge corresponding coverage claims without VOLKSWAGEN's prior explicit consent, reach a settlement in respect of these or knowingly allow defence options of which they are aware to finally and conclusively expire without being used, unless the VW D&O Insurers had in particular to issue an acknowledgment or were otherwise obliged to take one of the above actions based on the applicable insurance terms and conditions or statutory provisions. Section 4.3(b), sentence 2 shall apply mutatis mutandis. Insofar as insurance payments are to be repaid by the Insured Persons , the VW D&O Insurers shall forward these amounts to VOLKSWAGEN , AUDI and Porsche into the account to be designated by VOLKSWAGEN without undue delay after repayment by the Insured Persons . Section 1.1, last sentence shall apply mutatis mutandis. The limitation period for an indemnification claim shall start to run at the earliest on the assertion of the respective claim against the Insurers . The statutory provisions on the expiry of the limitation period shall otherwise apply. AUDI and Porsche shall indemnify VOLKSWAGEN to the extent that the underlying facts and circumstances relate to the respective Company . The Companies shall not be jointly and severally liable in this regard. Claims for recourse and compensation, recovery claims The Insurers shall not assert any claims for recourse or compensation on account of payments made by them based on their own rights or rights transferred by statutory subrogation, in particular based on section 86 German Insurance Contracts Act, against the Companies , Insured Persons or third parties. The Insurers shall, at VOLKSWAGEN's request, assign such claims to one of the Companies or a third party. The transferee shall be designated by VOLKSWAGEN . Insofar as the prerequisites for this laid down in the insurance policies and by law have been met, VOLKSWAGEN may request that the Insurers which are entitled to the claims in question at the time of such request assert recovery claims against Insured Persons on account of payments from the Provisions Account (section 2.5) or payments made by the Insurers in respect of which VOLKSWAGEN was obliged to issue an indemnification pursuant to section 4.1. The Insurers may request that VOLKSWAGEN reimburse all expenses, including internal costs up to a reasonable amount, incurred by them in connection with the request. For the avoidance of doubt, the Parties state that this does not apply to payments the recovery of which has been waived by the Insurers or to amounts paid to the Companies pursuant to section 1. Entry into effect The entry into effect of the Coverage Settlement, with the exception of the obligation laid down in section 1.6(a), (b) and (d), is subject to the conditions precedent that the General Meetings of the Companies approve the Coverage Settlement and that there is no objection, recorded in the minutes, to the resolution by a minority, the aggregate of whose shares is at least equivalent to one tenth of the share capital of the respective Company . The conditions precedent shall be deemed to have definitively ceased to apply should they not have been fulfilled by 31 December 2026. Should nullity actions pursuant to section 249 German Stock Corporation Act and/or actions for avoidance pursuant to section 246 German Stock Corporation Act be filed against one or more of the resolutions within the meaning of section 6.1, this shall not affect the processing of the Coverage Settlement until final and binding judgments have been rendered in favour of the plaintiffs, unless mandatory legal provisions stipulate otherwise. Should a final and binding judgment be rendered in favour of the plaintiff in such an action, the Parties must return the payments made to one another with the exclusion of the pleas arising from sections 814, 818(3) German Civil Code and the right to set-off and the right of retention. The entry into effect of this Coverage Settlement does not depend on the conclusion and entry into effect of the Liability Settlements with the Persons against whom Claims are Asserted . The conditions laid down in sections 3.1 and 3.10 for the effect of being satisfied to arise vis-à-vis the Persons against whom Claims are Asserted shall not be affected by this. The Parties further agree the following with regard to the entry into effect of this Coverage Settlement: The Companies have instructed and authorised Gleiss Lutz to receive and make all notifications and declarations in connection with this Settlement Agreement. In the same way, the Insurers instruct and authorise DLA Piper. The other Parties must be informed of any amendment to these notification and declaration authorisations two weeks in advance. Each Party shall send the following to Gleiss Lutz: by e-mail in advance: a scanned copy of the Coverage Settlement signed by it and initialled by it on each page; by post or by courier: 21 original copies of the full Coverage Settlement, initialled on each page, including the signature pages signed by hand. The Parties irrevocably authorise Gleiss Lutz to put the original copies of the signature pages together with one original copy of the Settlement Agreement in each case and to send these to the Parties . Accordingly, the Parties irrevocably authorise Gleiss Lutz to put the scans sent by e-mail in advance together to form an electronic document. This Settlement shall already enter into effect if Gleiss Lutz has sent the electronic document created in accordance with the above provision to DLA Piper by e-mail. The written form requirement pursuant to section 8.2 shall not apply in this regard. Costs incurred in connection with the conclusion of this Agreement Each Party shall bear the costs incurred and yet to be incurred by it in connection with the preparation and implementation of this Coverage Settlement itself. Miscellaneous There are no side agreements to this Coverage Settlement. Unless a different form is stipulated by mandatory law or this Coverage Settlement, amendments to this Coverage Settlement must be in written form within the meaning of section 126 German Civil Code excluding section 127(2) German Civil Code; text form within the meaning of section 126b German Civil Code shall suffice for other notifications, requests, objections or other declarations. VOLKSWAGEN irrevocably instructs and authorises Volkswagen Insurance Brokers GmbH to make as well as to receive declarations pursuant to sections 4.4 and 4.5. All disputes arising out of or in connection with this Coverage Settlement are subject to German law, excluding the conflict of laws provisions. All disputes arising out of or in connection with this Coverage Settlement or pertaining to its validity are to be finally decided upon under the Arbitration Rules of the German Arbitration Institute (DIS), excluding the right to bring suit before a state court. The arbitral tribunal shall consist of three arbitrators. The place of arbitration shall be Frankfurt am Main. The proceedings shall be conducted in German. Should a provision of this Coverage Settlement be or become invalid or unenforceable in whole or in part, or should there prove to be an omission when this Coverage Settlement is implemented, this shall not affect the validity of the remaining provisions. The invalid or unenforceable provision shall be replaced or the omission remedied by a reasonable and legally permissible provision that comes closest in economic terms to what the Parties wanted or would have wanted had they considered the invalidity or unenforceability or the omission. Annex Exces s Liab. Ins. Insurer 2015 Settlement Amount (EUR) 0 Zurich* 25,000,000.00 1 AXA XL* 22,000,000.00 2 AGCS* 21,750,000.00 3 AXA XL* 20,525,000.00 4 AIG 17,500,000.00 4 HDI 17,500,000.00 5 Liberty 13,000,000.00 5 AWAC 9,750,000.00 5 AXA XL 6,500,000.00 5 AGCS 3,250,000.00 6 TMHCC 12,500,000.00 6 MSIG 7,500,000.00 6 CNA 3,000,000.00 7 QBE 15,300,000.00 7 Lloyd's 4711 5,100,000.00 7 R+V 5,100,000.00 8 RiverStone 7,602,500.00 8 Great Lakes 7,602,500.00 8 Starr 6,082,000.00 8 Brit 4,561,500.00 8 IntactInsurance 4,561,500.00 8 ANV / Lloyd's 1861 3,041,000.00 8 Arch 3,041,000.00 8 AXA XL 3,041,000.00 8 TMHCC 3,041,000.00 8 Lloyd's 0623 and 2623 1,520,500.00 8 Lloyd's 2468 1,520,500.00 9 AIG 5,500,000.00 9 SwissRe 5,500,000.00 Total 261,890,000.00 Exce ss Liab. Ins. Insurer 2021 Settlement Amount (EUR) 0 Zurich 3,500,000.00 1 Berkshire Hathaway 7,700,000.00 2 AXA XL 975,000.00 2 AIG 650,000.00 3 AIG 900,000.00 3 HDI 900,000.00 3 QBE 600,000.00 3 Generali 300,000.00 3 ANV / AmTrust 150,000.00 3 Navigators / The Hartford / Lloyd's 1221 150,000.00 Total 15,825,000.00 * Minus the amounts already paid in accordance with paragraph (L) of the preamble. Report of the Supervisory Board and the Executive Board on agenda item 9 Introduction Under agenda item 9, the Supervisory Board and the Executive Board propose that the General Meeting approves the coverage settlement dated 10 March 2026, between Volkswagen AG (" Volkswagen "), AUDI AG (" AUDI ") and Dr. Ing. h.c. F. Porsche AG (" Porsche "; Volkswagen, AUDI and Porsche together also referred to as the " Companies ") on the one hand and D&O insurers of Volkswagen on the other hand (" Coverage Settlement 2026 "). This report sets out and explains in detail the key background information, contents as well as the considerations of the Supervisory Board and Executive Board regarding the resolution proposed under agenda item 9. Background to the Coverage Settlement 2026 The diesel issue Overview In the context at hand, the so-called "diesel issue" concerns the development, the installation, the distribution and other use of certain software functions in the engine control unit of diesel engines (among others EA189 and EA288 as well as various V-TDI engines) that led to deviations between the exhaust emissions during dynamometer operation and road use and all facts and circumstances related thereto. In the context at hand, the term also covers the clarification, review and analysis of the issue at Volkswagen, AUDI and Porsche following the publication of the notice of violation by the U.S. Environmental Protection Agency (" EPA ") on 18 September 2015. With this notice of violation addressed to Volkswagen, Volkswagen Group of America, Inc. and AUDI, the EPA publicly announced that irregularities in nitrogen oxide (NOx) emissions had been detected during exhaust emission tests on certain vehicles from the 2009 to 2015 model years fitted with 2.0-litre diesel engines (EA189 and EA288) of the Volkswagen Group in the U.S. Porsche did not use any of the engines in question and was therefore not an addressee of this first notice of violation. Subsequently, official investigations and internal audits within the Volkswagen Group identified software functions that were classified by the authorities as unlawful defeat devices, auxiliary emission control devices (" AECDs ") subject to notification requirements or unlawful defeat mechanisms. On 2 November 2015, the EPA addressed another notice of violation to Volkswagen, Volkswagen Group of America, Inc., AUDI, Porsche and Porsche Cars North America, Inc., announcing that irregularities had been identified in the software of AUDI, Volkswagen and Porsche vehicles equipped with 3.0-litre V6 TDI diesel engines which under U.S. law had been classified as AECDs subject to notification requirements or as unlawful defeat devices. The affected 3.0-litre V6 TDI engine for the North American market (" NAR ") had been developed by AUDI and was being used in vehicles of the AUDI, Volkswagen and Porsche brands. Following the notice of violation dated 2 November 2015, the Federal Motor Transport Authority ( Kraftfahrt-Bundesamt - " KBA ") also carried out investigations into to the 3.0-litre V6 and 4.2-litre V8 TDI engines developed by AUDI for the European markets. In the following years, the KBA issued various regulatory notices against Volkswagen, AUDI and Porsche in which it classified certain software functions in various vehicles with different V-TDI engines as unlawful defeat mechanisms. Against this background, Porsche was also affected by the diesel issue, even though Porsche at no time developed or manufactured diesel engines itself but rather sourced such engines from other entities within the Volkswagen Group. Use of diesel engines at Porsche For a long time, Porsche only manufactured sports cars with petrol engines. Even the sports utility vehicles (" SUVs "), which were introduced later, were initially offered exclusively with petrol engines. It was only when the decision was taken to also use diesel engines in certain model ranges - in particular in SUVs and saloons - that Porsche approached other companies within the Volkswagen Group to source suitable engines. In 2007, Porsche commissioned Volkswagen and AUDI (or a subsidiary of AUDI) for the first time to develop, manufacture and deliver V6 and V8 TDI engines that were already being used in AUDI and Volkswagen vehicles for use in Porsche vehicles. Responsibility for developing the associated engine control unit software lay with the relevant technical departments at AUDI and/or Volkswagen. The software functions developed by AUDI for the 3.0-litre V6 TDI engines to control the exhaust emission treatment system formed the technical basis for the diesel engines used in Porsche vehicles. This applies in particular to the control of selective catalytic reduction (" SCR ") using AdBlue injections to reduce nitrogen oxides (NOx), software-based functions for temperature conditioning of the exhaust emission treatment system and other emission strategies programmed into the engine control unit software. The basic data used in this context for the engine control unit software was essentially taken over from previously developed AUDI and Volkswagen projects and subsequently merely adjusted to the vehicle- and model-specific features and requirements of the Porsche vehicles (application of the engine control unit software). According to the later findings by the U.S. authorities and the KBA, the basic data contained software settings that, in the opinion of these authorities, were to be classified as defeat devices or unlawful defeat mechanisms or AECDs subject to notification requirements. Official proceedings and notices relating to Porsche vehicles Porsche was not affected by the notice of violation dated 18 September 2015, because this notice of violation related to engine types not installed in Porsche vehicles. In contrast, however, the notice of violation dated 2 November 2015, dealt with the 3.0-litre V6 TDI engine for the NAR market, which was also used in Porsche vehicles. Accordingly, the notice of violation dated 2 November 2015, was directed, inter alia, against Porsche and Porsche Cars North America, Inc. Following the publication of the notice of violation dated 2 November 2015, Porsche decided to voluntarily halt sales of the roughly 11,500 vehicles with 3.0-litre V6 diesel engines in the NAR market. The sales halt remained in place until the U.S. authorities approved a software update in October 2017 (see below). In the European market, following the notice of violation dated 2 November 2015, the KBA raised questions regarding the 3.0-litre V6 and 4.2-litre V8 TDI engines developed and manufactured by AUDI for the European markets. Between 2017 and 2019, the KBA issued several regulatory notices against Volkswagen, AUDI and Porsche in which it found that various vehicles with V-TDI engines contained, in the opinion of the KBA, unlawful defeat mechanisms in the engine control unit software and ordered corresponding recall and retrofitting measures. In addition to the KBA proceedings, U.S. authorities and courts took further steps against Porsche following the notice of violation dated 2 November 2015. In January 2016, the U.S. Department of Justice, on behalf of the EPA, initiated an action against Porsche, among others. Moreover, in the course of 2016, class actions were initiated, in particular by customers, dealers and investors. In addition, various U.S. authorities and institutions -including the Department of Justice, individual state attorneys general, the Federal Trade Commission and the Customs and Border Protection Agency - initiated proceedings. Porsche co-operated with all of the parties involved to clarify the facts and circumstances. In January 2017, the U.S. Department of Justice published a settlement agreement with the Volkswagen Group. For Porsche, the measures provided for therein were limited to civil penalties; Volkswagen indemnified Porsche against fines. In addition, in April 2017, Porsche entered into the Third Partial Consent Decree (" 3PCD ") with the U.S. Department of Justice and, in July 2017, into a comparable agreement with the District Court for the Northern District of California (" California PCD "). Therein, Porsche undertook to implement and provide evidence of meeting certain conditions relating to organisation, processes, employees and sustainability. These conditions essentially corresponded to the packages of measures under the so-called remediation plan, which had already taken effect as of 1 January 2017, aimed at improving the organisation and processes in Porsche's research and development division. In October 2017, the U.S. authorities approved the software update for around 38,000 U.S. vehicles with 3.0-litre V6 TDI "Generation 2.1" and "Generation 2.2" engines for adjusting emissions (emissions compliant repair, ECR) that had been submitted by the Volkswagen Group for review. On this basis, the recall of around 11,500 U.S. Porsche Cayenne V6 diesel vehicles started in November 2017. The required software update was carried out in the 2018 financial year; the recall quota specified in the agreements with the U.S. authorities was exceeded. In September 2022, after Porsche had met all required conditions, the 3PCD and the California PCD were lifted by the court. In the course of the official proceedings, Porsche co-operated with the competent authorities and worked closely with the responsible departments within the Volkswagen Group to remedy the technologies identified and classified as unlawful by the authorities, to develop and implement software updates and implement the measures ordered by the authorities. At the beginning of 2019, the Stuttgart public prosecutor's office ( Staatsanwaltschaft ) initiated regulatory offence proceedings ( Ordnungswidrigkeitenverfahren ) under the Ordnungswidrigkeitengesetz (German Act on Regulatory Offences). These proceedings were concluded in May 2019 with an administrative order imposing a fine ( Bußgeldbescheid ) being issued. This administrative order imposing a fine was based on a negligent ( fahrlässig ) breach of supervisory duty in the "Overall Vehicle Development/Quality - Testing Facility" ( Prüffeld Entwicklung Gesamtfahrzeug/Qualität ) organisational unit and/or its successor organisation, situated several levels below the Executive Board. The administrative order imposing a fine imposed a total fine of EUR 535 million; the fine consisted of a penalty in the amount of EUR 4 million and a disgorgement of economic benefits ( Abschöpfung wirtschaftlicher Vorteile ) in the amount of EUR 531 million. Porsche did not lodge an appeal against the administrative order imposing a fine; the administrative order imposing a fine thus became final and unappealable. Porsche paid the fine in full. The regulatory offence proceedings against Porsche are therefore concluded. Investigation of the diesel issue and review of responsibilities at Porsche The review and analysis of the diesel issue within the Volkswagen Group also included Porsche from the outset. Porsche's Supervisory Board - like the Supervisory Board of Volkswagen and AUDI - sought advice from the law firm Gleiss Lutz in investigating the causes of the diesel issue and reviewing potential breaches of duty by former and current members of the Executive Board. At the same time, Porsche's Executive Board - like the Executive Boards of Volkswagen and AUDI - instructed the law firm Linklaters to review whether current or former members of the Supervisory Board had breached their duties under German stock corporation law in connection with the diesel issue. In 2021, the respective reviews of the responsibilities of current and former members of Porsche's Executive Board and Supervisory Board were completed. The review carried out by Gleiss Lutz found that the former member of Porsche's Executive Board Mr Wolfgang Hatz, in his capacity at the time as a member of Porsche's Executive Board (February 2011 to September 2015) had negligently breached his duties of care under German stock corporation law in connection with the diesel issue. Porsche's Supervisory Board therefore, in March 2021, resolved to claim damages from Mr Hatz; Mr Hatz contested the claims both on the merits and in terms of their amount. Linklaters concluded in its review that there were no indications that members of Porsche's Supervisory Board had breached their duties. In March 2021, the Supervisory Boards of AUDI and Volkswagen - based on the findings made in the relevant legal opinions prepared by Gleiss Lutz - established breaches of the duty of care under German stock corporation law by the former Chairman of the Executive Board of Volkswagen, Professor Dr Martin Winterkorn, the former member of the Executive Board of Volkswagen and former Chairman of the Executive Board of AUDI, Mr Rupert Stadler, and the former members of the Executive Board of AUDI Professor Dr Ulrich Hackenberg and Dr Stefan Knirsch in connection with the diesel issue and resolved to claim damages from these individuals. In addition, Volkswagen's Executive Board claimed damages from the former Volkswagen employee Dr Heinz-Jakob Neußer (a former member of what is referred to as Volkswagen's Brand Executive Board ( Markenvorstand )), who was also covered by the Volkswagen Group's D&O insurance, for breaches of duty in connection with the diesel issue. The Volkswagen Group's D&O insurance program Since 1 January 2012, Volkswagen has maintained a D&O insurance policy (" Primary Policy ") with Zurich Insurance Europe AG (" Zurich ") with an insured sum of EUR 25 million, which is part of an international insurance program with integrated local policies. This Primary Policy is supplemented by various excess liability insurance policies. The Primary Policy and the excess liability insurance policies and the other policies specified in the Coverage Settlement 2026 (section (D) of the preamble thereof) are collectively referred to as the " VW D&O ", and the insurers involved in the VW D&O in the insurance periods 2015 and 2021 are collectively referred to as the " VW D&O Insurers ". The VW D&O is an insurance policy for the entire Volkswagen Group which, therefore, also covers Porsche as an insured company. Apart from the insurance coverage existing under the VW D&O, Porsche has not taken out own, additional D&O insurance that provides coverage for the claims at issue for breaches of duty in connection with the diesel issue. The VW D&O contains an arbitration clause, meaning that any disputes about the existence of coverage claims may be resolved by means of non-public arbitration proceedings. The VW D&O provides coverage to the persons defined in the insurance policies (" Insured Persons ") who are working or used to work at Volkswagen or other entities covered by the policy according to the terms and conditions of the insurance policies (including Porsche and AUDI). The insurance coverage includes, in particular, the event that claims for damages are asserted against Insured Persons as well as the event that official proceedings are initiated against Insured Persons. The Insured Persons include, in particular, former and current members of the Executive Boards and Supervisory Boards of the Companies as well as members of what is referred to as the Brand Executive Board for the Volkswagen Passenger Cars brand. For the insurance period from 1 January 2015 to 1 January 2016, the VW D&O consisted of the insurance policy with Zurich for primary coverage with a maximum insured sum of EUR 25 million as well as nine excess liability insurance policies with a combined maximum insured sum of an additional EUR 475 million (collectively the " Insurance Program 2015 "). The total insured sum of the Insurance Program 2015 was therefore EUR 500 million, with the insured sum in excess of EUR 300 million being available exclusively to members of Volkswagen's Executive Board and Supervisory Board. In November 2015, Volkswagen reported the facts and circumstances known at the time regarding the diesel issue to the VW D&O Insurers of the Insurance Program 2015 as a precautionary measure. The VW D&O Insurers then excluded insurance coverage for "exhaust emission value manipulations" under the VW D&O for insurance periods starting from 1 January 2016. In the following years, the VW D&O was continued with this exclusion of coverage and a number of other adjustments. Insurance coverage was maintained until 2021 for the more specifically defined response management. For the insurance period from 1 January 2021, to 1 January 2022, the VW D&O consisted of the insurance policy with Zurich for primary coverage with a maximum insured sum of EUR 25 million as well as eleven excess liability insurance policies with a combined maximum insured sum of an additional EUR 455 million (collectively the " Insurance Program 2021 "). The total insured sum of the Insurance Program 2021 was therefore EUR 480 million, with the insured sum in excess of EUR 300 million once again being available exclusively to members of Volkswagen's Executive Board and Supervisory Board. Zurich has made payments under the primary coverage 2015 for Insured Persons' costs of legal defence, including in connection with criminal investigations and various proceedings in the U.S. Porsche, Volkswagen and AUDI are of the opinion that the relevant facts and circumstances described above fall within the scope of the Insurance Program 2015 and the Insurance Program 2021. The VW D&O Insurers argued that insurance coverage could, at most, exist under the Insurance Program 2015. However, in the interests of a comprehensive and final resolution, VW D&O Insurers of the Insurance Program 2021 - as was the case with the Coverage Settlement 2021 (see section B.III. below) - are also participating in the Coverage Settlement 2026. Conclusion of the Coverage Settlement 2021 and further developments In view of the breaches of duty identified in connection with the diesel issue, Porsche, Volkswagen and AUDI concluded a coverage settlement with VW D&O Insurers in June 2021 (the " Coverage Settlement 2021 ") which provided for settlement amounts in the total of approximately EUR 270 million to be paid to the Volkswagen Group by the insurers that were parties thereto. In June 2021, Porsche, Volkswagen and AUDI concluded a liability settlement with Mr Hatz that takes account of the findings of the investigation into Mr Hatz's responsibility. Volkswagen and AUDI are parties to the liability settlement with Mr Hatz because Mr Hatz worked for these Companies as an employee prior to his role on Porsche's Executive Board. The liability settlement provides for a personal contribution (own contribution) to be made by Mr Hatz in the amount of EUR 1.5 million. The Coverage Settlement 2021 and the liability settlement with Mr Hatz were approved by Porsche's General Meeting on 14 July 2021. The Coverage Settlement 2021 was also approved by Volkswagen's General Meeting on 22 July 2021, and by AUDI's General Meeting on 17 June 2021. Following the approval by the General Meetings, the insurers being parties to the Coverage Settlement 2021 paid the agreed settlement amounts in full. Of the settlement amounts paid to Volkswagen to date, Volkswagen passed on a share of 34.18% to AUDI and a share of 14.50% to Porsche (for information on the distribution formula, see section C.). In addition, Mr Hatz paid the agreed own contribution. The payments received under the liability settlement and the Coverage Settlement 2021 resulted in other operating income of approximately EUR 30 million for Porsche in the financial year 2021. Furthermore, in June 2021, Volkswagen and AUDI concluded liability settlements with Professor Dr Winterkorn and Mr Stadler, and AUDI concluded a liability settlement with Dr Knirsch. In 2022, Volkswagen concluded a court settlement with Dr Neußer. In 2023, AUDI concluded a liability settlement with Professor Dr Hackenberg. Porsche, Volkswagen and AUDI concluded a supplementary coverage settlement with Berkshire Hathaway European Insurance DAC, Germany, (" Berkshire ") in July 2025 (the " Berkshire Coverage Settlement "). Berkshire was one of the insurers of the D&O insurance program of Volkswagen in the insurance period 2021 but, at that time, was not willing to be party to the Coverage Settlement 2021. A settlement agreement could only be reached upon concluding the Berkshire Coverage Settlement in 2025. The Berkshire Coverage Settlement provided for a settlement amount of EUR 7.7 million to be paid by Berkshire, which Berkshire paid in full. Invalidity of the Coverage Settlement 2021 and conclusion of the Coverage Settlement 2026 Following Volkswagen's Annual General Meeting held on 22 July 2021, Volkswagen shareholders brought legal actions against, inter alia, the resolution adopted by that General Meeting approving the Coverage Settlement 2021 (the " VW Approval Resolution "). The Regional Court ( Landgericht ) of Hanover dismissed the claims in their entirety by judgment dated 12 October 2022. The Higher Regional Court ( Oberlandesgericht ) of Celle dismissed the plaintiffs' appeals on points of fact and law ( Berufungen ) against the judgment of the Regional Court of Hanover in their entirety by judgment dated 29 November 2023. The plaintiffs subsequently lodged an appeal on points of law ( Revision ) against the judgment of the Higher Regional Court of Celle with the Federal Court of Justice. In response to the plaintiffs' appeal on points of law, the Federal Court of Justice, by judgment dated 30 September 2025 (case no. II ZR 154/23, the " Appellate Judgment on Points of Law "), declared the VW Approval Resolution to be void. The Appellate Judgment on Points of Law is based on procedural grounds. The Federal Court of Justice did not identify any deficiencies regarding the contents of the VW Approval Resolution or the Coverage Settlement 2021. The Federal Court of Justice declared the VW Approval Resolution to be void solely on the grounds that, in its view, the agenda of the notice convening Volkswagen's General Meeting of 22 July 2021, should have explicitly addressed that, under the Coverage Settlement 2021, Volkswagen had undertaken, by way of a genuine contract for the benefit of third parties ( echter Vertrag zugunsten Dritter ), inter alia, to never or no longer assert any potential claims against current and former members of Volkswagen's Executive Board and Supervisory Board, whether in or out of court. The relevant explanations regarding these obligations, which were contained in the report submitted to Volkswagen's General Meeting and to which reference was made under agenda item 11 at the time, were found to be insufficient in this respect. As a result of the Federal Court of Justice's declaration that the VW Approval Resolution was void, the Coverage Settlement 2021 became invalid. The Berkshire Coverage Settlement also became invalid because, according to the relevant contractual provisions agreed, its validity depended on the validity of the Coverage Settlement 2021. Porsche, Volkswagen and AUDI then entered into negotiations with the D&O insurers of the Coverage Settlement 2021 and Berkshire to establish a new legal basis for the Coverage Settlement 2021 and the Berkshire Coverage Settlement, both of which had become invalid based on procedural grounds. In the course of these negotiations, the D&O insurers who were party to the Coverage Settlement 2021 and Berkshire undertook not to assert claims for repayment of the settlement amounts for the time being. Following the conclusion of the negotiations, Porsche, Volkswagen and AUDI concluded the Coverage Settlement 2026 with the D&O Insurers that were party to the Coverage Settlement 2021 and Berkshire on 10 March 2026. The Coverage Settlement 2026 consolidates the contents of the Coverage Settlement 2021 and the Berkshire Coverage Settlement and largely confirms these two settlements by way of a new agreement. The Coverage Settlement 2026 requires the approval of Porsche's General Meeting to take effect. The approvals of the Annual General Meetings of Volkswagen and AUDI are also required. AUDI's General Meeting approved the Coverage Settlement 2026 on 10 March 2026. The General Meeting of Volkswagen will resolve on the approval of the Coverage Settlement 2026 on 18 June 2026. Key contents of the Coverage Settlement 2026 The full wording of the Coverage Settlement 2026 is provided in the additional information on the agenda (under II.2.a). The content of the Coverage Settlement 2026 largely corresponds to that of the Coverage Settlement 2021, which was approved by Porsche's General Meeting on 14 July 2021, and additionally incorporates the Berkshire Coverage Settlement. It essentially contains the following provisions: − The parties to the Coverage Settlement 2026 are Porsche, Volkswagen and AUDI on the one hand and Zurich, AIG Europe S.A., Allianz Global Corporate & Specialty SE, Berkshire, Great Lakes Insurance SE, HDI Global SE, Liberty Mutual Insurance Europe SE, QBE Europe SA/NV, Tokio Marine Europe SA and XL Insurance Company SE (collectively, and each including their co-insurers, the " Insurers ") on the other hand. The parties to the Coverage Settlement 2026 are therefore identical to the parties to the Coverage Settlement 2021, only Berkshire has joined as a party on the Insurers' side. − In order to settle the "Relevant Facts and Circumstances" to which the insurance-law relationships covered by the Coverage Settlement 2026 relate, the Insurers undertake in section 1.1 of the Coverage Settlement 2026 to pay settlement amounts totalling EUR 277,715,000. This total amount comprises the settlement amounts of EUR 270,015,000 that the insurers which were party to the Coverage Settlement 2021 were required to pay under the Coverage Settlement 2021, and the further settlement amount of EUR 7,700,000 that Berkshire was required to pay under the Berkshire Coverage Settlement. The Relevant Facts and Circumstances include, in addition to the diesel issue, any other manipulations, falsifications or misrepresentations of or pertaining to exhaust emissions, consumption or performance values of engines within the Volkswagen Group. The term "consumption value" includes the consumption values of, inter alia, all fuels of a vehicle (e.g. gasoline, diesel, electric energy, oil). The Relevant Facts and Circumstances also include potential agreements in violation of antitrust law in connection with the diesel issue and other exhaust emission and consumption value manipulations including related investigations, proceedings and assertions of claims. This definition of the term "Relevant Facts and Circumstances" in Preamble (O) of the Coverage Settlement 2026 remains unchanged compared to the Coverage Settlement 2021 (the " Relevant Facts and Circumstances "). For the purposes of the Coverage Settlement 2026, the term "diesel issue" (see section B.I.1) also encompasses, in accordance with Preamble (A) of the Coverage Settlement 2026, the clarification, review and analysis of the matter within the Companies following the publication of the notice of violation on 18 September 2015, including the so-called response management, and all measures taken for the preparation and conclusion of the Coverage Settlement 2026. − Section 1.1 of the Coverage Settlement 2026 further provides that, upon the Coverage Settlement 2026 taking effect, payment of the settlement amounts will be made, pursuant to section 6.1 of the Coverage Settlement 2026, by way of set-off against the relevant entitlement to restitution under section 7.2 of the Coverage Settlement 2021 and section 5.2 of the Berkshire Coverage Settlement. These entitlements to restitution arise from the fact that the Insurers had already paid the settlement amounts under the Coverage Settlement 2021 and the Berkshire Coverage Settlement in full, but both settlements have become invalid as a result of the Appellate Judgment on Points of Law. Therefore, since October 2025, the Insurers have been entitled to claims for repayment of the settlement amounts paid. However, until the signing of the Coverage Settlement 2026 on 10 March 2026, the Insurers had undertaken, by way of separate declarations, not to assert their claims for repayment of the settlement amounts. These declarations by the Insurers are also documented in section 2.9 of the Coverage Settlement 2026. The Coverage Settlement 2026 provides for a corresponding undertaking in section 1.6 for the period from the signing of the Coverage Settlement 2026 on 10 March 2026, until such time as the General Meetings of Volkswagen, AUDI and Porsche decide on the approval of the Coverage Settlement 2026 (standstill). − According to section 1.1 of the Coverage Settlement 2026, the Insurers are required to pay the settlement amounts - as under the Coverage Settlement 2021 - after deducting the costs of legal defence already paid and the insurance payments that are still to be made, by way of set-off. Pursuant to section 1.2, the participating D&O Insurers of the insurance program 2015 will bear EUR 261,890,000 of these amounts. Pursuant to section 1.3, the participating D&O Insurers of the insurance program 2021 will bear EUR 15,825,000 of these amounts. − On account of the losses incurred by Porsche and AUDI as a result of the diesel issue and the corresponding claims for damages Porsche and AUDI have against the Persons against whom Claims were Asserted, section 1.1 of the Coverage Settlement 2026 provides that Volkswagen - to the extent that this has not already been done - will pass on a share of the settlement amounts paid to Volkswagen amounting to 14.50% to Porsche and a share of 34.18% to AUDI. This distribution ratio corresponds to that provided for in the Coverage Settlement 2021. − As set out in section 2.1 of the Coverage Settlement 2026, Zurich, as the D&O insurer of the primary policy, opened a provisions account in accordance with the provisions of the Coverage Settlement 2021, into which two Insurers have jointly paid a total of EUR 50 million from the settlement amounts. Insurance payments for the Relevant Facts and Circumstances which could still be claimed after taking into account the Liability Settlements and the Coverage Settlement 2021 were made from this provisions account . Such payments included, in particular, the assumption of costs of the defence against claims and indemnification against justified claims should any such claims be asserted by third parties against Insured Persons. Of the EUR 50 million paid in, an amount of EUR 14,796,313.93 had been utilised by 31 March 2026. Pursuant to section 2.2 of the Coverage Settlement 2026, insurance payments for the Relevant Facts and Circumstances are to continue to be made via the provisions account in the same manner as under the Coverage Settlement 2021. If a residual balance remains on the provisions account by 31 December 2027, once these payments have been made, such residual balance will be paid out to Volkswagen pursuant to section 2.6 of the Coverage Settlement 2026. Of the residual balance paid out in that case, Volkswagen will pass on a share of 34.18% to AUDI and 14.50% to Porsche. Section 2.8 of the Coverage Settlement 2026 acknowledges that the management of the account for provisions thus far and the resulting difference were in compliance with the provisions of the Coverage Settlement 2021, but that this will not affect any liability for intentional conduct. − Pursuant to sections 3.1 and 3.2 of the Coverage Settlement 2026, all coverage claims against the Insurers based on or in connection with the Relevant Facts and Circumstances, as well as all other coverage claims which are attributable to the insurance period 2015, will be deemed satisfied and settled vis-à-vis Porsche, Volkswagen and AUDI as soon as the Coverage Settlement 2026 has taken effect pursuant to section 6.1 thereof and insofar as the parties are authorised to dispose over the coverage claims in accordance with the provisions of the insurance policy and the Versicherungsvertragsgesetz (German Insurance Contracts Act). − Under sections 3.6 and 3.7 of the Coverage Settlement 2026, Porsche, Volkswagen and AUDI undertake, upon the fulfilment of the conditions precedent pursuant to section .6.1 of the Coverage Settlement 2026 and payment of the settlement amount in accordance with section 1 of the Coverage Settlement 2026, by way of a genuine contract for the benefit of third parties - as provided for in the Coverage Settlement 2021 - to never assert claims against current or former members of the Executive Boards of Porsche, Volkswagen and AUDI or any other Insured Persons (the " Waivers of Liability "). Such other Insured Persons also include current and former Supervisory Board members of Porsche, Volkswagen and AUDI. Pursuant to section 3.9 of the Coverage Settlement 2026, these Waivers of Liability will apply comprehensively to claims in connection with the diesel issue. For other claims in connection with the Relevant Facts and Circumstances, the Waivers of Liability will not apply insofar as no insurance protection exists for such claims under the VW D&O. Pursuant to section 3.10 of the Coverage Settlement 2026, the Waivers of Liability will not apply to Professor Dr Winterkorn, Mr Stadler, Professor Dr Hackenberg, Dr Knirsch, Mr Hatz and Dr Neußer (together the " Persons against whom Claims were Asserted "), with each of whom Liability Settlements have been entered into. According to the results of the extensive investigations carried out by the law firms, the Companies did not have any claims for damages - with the exception of the claims asserted against the Persons against whom Claims were Asserted - against current or former members of the Executive Boards or the other Insured Persons including Supervisory Board members at the time the Coverage Settlements 2021 were concluded, so that the Waivers of Liability under the Coverage Settlement 2021 did not result in any economic disadvantages for the Companies. There are also no new relevant findings of which Porsche's Supervisory Board and Executive Board are aware that, from today's perspective, would result in a different assessment (see also section E.III.). Based on the current situation, the Waivers of Liability thus do not entail any economic disadvantage for Porsche, either. The same applies to Volkswagen and AUDI (see also section E.IV.). − According to section 3.8 of the Coverage Settlement 2026, those claims against current and former members of the Executive Board and the Supervisory Board are excluded from the Waivers of Liability for which, at the time the Coverage Settlement 2021 was concluded on June 9, 2021, less than three years had expired since the relevant claims arose. Section 93 para. 4 sentence 3 of the Aktiengesetz provides that claims for damages against members of the Executive Board and Supervisory Board may only be waived three years after the claims have arisen. Against this background, the Coverage Settlement 2021 excluded from the Waivers of Liability any claims against current and former members of the Executive Board and Supervisory Board of the Companies for which the three-year period under section 93 para. 4 sentence 3 of the Aktiengesetz had not yet expired at the time the Coverage Settlement 2021 was concluded on 9 June 2021. The corresponding provision in the Coverage Settlement 2026 thus limits the Waivers of Liability to those claims relating to the liability of board members towards the company which were already covered by the Waivers of Liability in the Coverage Settlement 2021. − With regard to Persons against whom Claims were Asserted, the terms of the Liability Settlements concluded with these persons generally apply. In the event that any of these Liability Settlements is invalid or void, the Coverage Settlement 2026 includes - like the Coverage Settlement 2021 - the following provision in section 3.10: The Companies may continue to bring actions against the person concerned, but only for that part of the claim which would remain had the Insurers also spent the difference between the settlement amounts and the maximum insurance sums for the insurance periods 2015 and 2021 for insurance payments to indemnify the relevant person. With regard to the remaining part, the Companies undertake by way of a genuine contract for the benefit of third parties not to assert claims against the person concerned due to or in connection with the Relevant Facts and Circumstances. However, this undertaking will not apply insofar as the person concerned would not have been insured for reasons other than the exhaustion of the insured sum. These provisions also remain unchanged compared to the Coverage Settlement 2021. − Section 4 of the Coverage Settlement 2026 contains - like the Coverage Settlement 2021 - indemnification obligations undertaken by Volkswagen in favor of the Insurers for the event that, after the Coverage Settlement 2026 enters into effect, claims to insurance payments are asserted based on or in connection with the Relevant Facts and Circumstances and the account for provisions pursuant to section 2 of the Coverage Settlement 2026 is no longer in credit. With regard to the insurance program 2015, the indemnification obligation also applies to claims which are not attributable to the Relevant Facts and Circumstances as claims under the insurance program 2015 are completely covered by the Coverage Settlement 2026. However, other restrictions of the indemnification obligation remain unaffected. If Volkswagen is obliged to indemnify Insurers, Porsche is obliged under the Coverage Settlement 2026 - as it is under the Coverage Settlement 2021 - to indemnify Volkswagen in turn to the extent that the underlying facts and circumstances relate to Porsche. − Pursuant to section 5.1 of the Coverage Settlement 2026, the Insurers undertake - as they already did under the Coverage Settlement 2021 - not to assert any claims for recourse or compensation against the Companies, Insured Persons or third parties on account of payments made by these Insurers. At Volkswagen's request, the Insurers must assign such claims to Volkswagen, AUDI, Porsche or a third party. − According to section 6.1 of the Coverage Settlement 2026, the entry into effect of the Coverage Settlement 2026 is - like that of the Coverage Settlement 2021 - subject to the condition precedent that the Coverage Settlement 2026 is approved by the General Meetings of Porsche, Volkswagen and AUDI, without a minority whose shares in total are at least equivalent to one tenth of the share capital of the relevant Company raising an objection to the resolution concerned on the record. The Insurers' obligation set out in section 1.6 a), b) and d) of the Coverage Settlement 2026 not to assert any claims for repayment (stand still) is effective regardless of whether the condition precedent is met. Section 6.2 of the Coverage Settlement 2026 contains provisions for the event that actions relating to deficits of a resolution ( Beschlussmängelklagen ) are brought against the General Meetings' approval resolutions. The mere act of bringing such actions does not prevent the Coverage Settlement 2026 from entering into effect. If an action relating to deficits of a resolution is successful, the Coverage Settlement 2026 will cease to be effective. Explanation of the proposed resolution Pursuant to section 93 para. 4 sentence 3 of the Aktiengesetz, Porsche may only waive or settle any claims for damages against members of the Executive Board and the Supervisory Board if three years have elapsed since the claim had arisen, the General Meeting approves such waiver or settlement and there is no objection to the resolution, recorded in the minutes, by a minority whose aggregate shares are at least equivalent to one tenth of the share capital. Section 93 para. 4 sentence 3 of the Aktiengesetz also applies to agreements regarding claims for damages with former members of the Executive Board and the Supervisory Board. Like the Coverage Settlement 2021, the Coverage Settlement 2026 contains an obligation on the part of Volkswagen, AUDI and Porsche that these Companies will permanently refrain from asserting liability claims arising from or in connection with the Relevant Facts and Circumstances against current and former members of the Executive Board as well as against other Insured Persons, including members of the Supervisory Board (defined above as Waivers of Liability). The Waivers of Liability concerning claims relating to the liability of board members qualify as waivers pursuant to section 93 para. 4 sentence 3 of the Aktiengesetz. Consequently, the Coverage Settlement 2026 put to the vote under agenda item 9 will only take effect subject to the conditions set out in section 93 para. 4 sentence 3 of the Aktiengesetz. For this reason, the Supervisory Board and the Executive Board are submitting the Coverage Settlement 2026 to the General Meeting for approval on the basis of agenda item 9. The decisive factor for commencement of the three-year period under section 93 para. 4 sentence 3 of the Aktiengesetz is the time at which the claim arises. A claim arises once the requirements establishing liability have been met, i.e. the breach of duty has been committed and the loss has been incurred. The three-year period commences - independently of whether the development of loss has come to an end - upon the occurrence of the first head of damage, i.e. as soon as the claim can be asserted by means of an action for performance ( Leistungsklage ) or an action for a declaratory judgment ( Feststellungsklage ). The Federal Court of Justice also confirmed this in its Appellate Judgment on Points of Law. In all cases examined as part of the comprehensive investigation carried out by the law firms, the relevant point in time for the claim to arise was more than three years ago at the time the Coverage Settlement 2021 was concluded. Moreover, the Coverage Settlement 2026 also excludes from the Waivers of Liability any claims relating to the liability of board members towards the Company in respect of which, on the date of the Coverage Settlement 2021, less than three years have elapsed since these claims arose. The Waivers of Liability are therefore limited to such claims for which Waivers of Liability were already provided for in the Coverage Settlement 2021. The notice convening Porsche's Annual General Meeting takes into account the Appellate Judgment on Points of Law in which the Federal Court of Justice declared the VW Approval Resolution on the Coverage Settlement 2021 to be void on procedural grounds. In line with the Federal Court of Justice's legal understanding, Porsche's agenda makes express reference to the Waivers of Liability. The Coverage Settlement 2026 will only take effect if the General Meetings of Volkswagen and AUDI also approve the Coverage Settlement 2026. AUDI's General Meeting approved the Coverage Settlement 2026 on 10 March 2026. Volkswagen's General Meeting will resolve on the approval of the Coverage Settlement 2026 on 18 June 2026. Current status of the review and analysis of the diesel issue From Porsche's perspective, the review and analysis of the diesel issue has not yielded any relevant new findings since the conclusion of the Coverage Settlement 2021. Total amount of loss By 31 December 2025, Porsche had incurred expenses in connection with the diesel issue totalling approximately EUR 1 billion. The loss incurred by Porsche consists primarily of the fine totalling EUR 535 million paid pursuant to the Stuttgart public prosecutor's office's administrative order imposing this fine (see section B.I.3.) as well as costs relating to civil proceedings, in particular proceedings initiated by customers (see section E.II.), and costs of field measures required as a result of the diesel issue. AUDI indemnified Porsche against costs arising from legal risks, legal disputes, product liability claims or other third-party claims, to the extent these costs incurred in relation to the Porsche Cayenne vehicles of the model years 2013 to 2016 affected in the NAR market. Furthermore, AUDI indemnified Porsche against other costs incurred in connection with the diesel issue in the NAR market. In both respects, AUDI waived its right to raise the defence of limitation until the end of July 2027. Legal and official proceedings In connection with the diesel issue, legal and official proceedings have been initiated against Porsche and its subsidiaries worldwide, most of which could already be closed. With regard to the proceedings still pending, Porsche does not anticipate any ...

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