Report of the Supervisory Board

All meetings of the full Supervisory Board were held in person in the 2024 financial year. Within the committees, occasional resolutions on urgent topics were passed at hybrid meetings or by videoconference. The flexibility of such (hybrid) meeting formats has proved itself in exceptional, well-founded situations. Consequently, these formats will continue to be an option in the next financial year for making the business of the Supervisory Board as efficient as possible and avoiding travel time in situations with issues of particularly short notice. Details about the format of the plenary meetings and of the board’s committees can be viewed in the table below:

If, due to exceptional circumstances, a member of the Supervisory Board or a committee was unable to attend a meeting for reasons other than a potential conflict of interest, they were able to familiarize themselves with the items on the meeting’s agenda with the preparatory documents. In this case, they cast their vote in writing to participate in resolutions. As in previous years, digital documents ensured that meeting preparations and procedures were efficient. The members who cast their vote in writing to participate in resolutions in exceptional, well-founded situations during the reporting period were Dr. Christian ­Dahlheim, Dr. Ferdinand Oliver Porsche, Hans Dieter Pötsch, and Knut Lofski, who were unable to attend certain meetings.

Training and Professional Development

As a rule, the members of the Supervisory Board completed the necessary training and development courses for their duties on their own responsibility, with reasonable support from the company. In particular, the company assists with the organization of seminars. Moreover, the company offers specific training and professional development formats for the entire Supervisory Board.

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The first Supervisory Board training session in the 2024 financial year took place in mid-May, the day before the Supervisory Board meeting at the production location in Leipzig. This session was the first of a series of training sessions on the subject of sustainability and involved the Porsche Sustainability Council and Executive Board. It had brief, summary presentations where the Sustainability Council addressed issues that are material to Porsche AG, such as ESG management, decarbonization, and sustainability in the supply chain. On the day before the company’s Annual General Meeting on June 7, 2024, which was held as a virtual meeting for the first time, comprehensive training was provided on the rights and duties of the Annual General Meeting, as well as the current legal framework for a virtual Annual General Meeting. In late October 2024, the first training session of its kind was held across companies on the topic of corruption prevention and bribery. To leverage synergy, six companies joined together for it and developed and realized a purely virtual and audience-specific training format for almost 100 members of various supervisory boards in multiple languages. On December 5, 2024, the concept of a Supervisory Board training day was used again to hold the second part of the ESG training series. Information was provided about the Supervisory Board’s ESG obligations, especially in view of CSRD sustainability reporting, in an interactive training session lasting multiple hours. Moreover, the Supervisory Board also addressed the topic of efficiency in its working methods on this day. A biennial feedback option based on a digital questionnaire was introduced to complement the comprehensive self-assessment, and it was able to be used to evaluate, for example, new report and training formats as well as the onboarding of new Supervisory Board members. More information about the performance of the “efficiency check” and the evaluation of the results is available in the Corporate Governance Declaration at ↗ https://investorrelations.porsche.com/en/corporate-governance/. All training was provided with the assistance of internal and external experts.

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Beyond purely legal matters, training also focused on subject areas relating to products and technology. Part of the Supervisory Board meeting in Leipzig included, for example, test-drives of the all-electric Macan, which gave the committee the opportunity to familiarize itself with the technical and driving characteristics. Furthermore, an extensive report on the topic of product and technological expertise was compiled in the 2024 financial year, and it is planned to be a regular format in the future, too. As part of the design presentation, future vehicle models were also shown to the members of the Supervisory Board in detail.

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To provide the individual members of the Supervisory Board and board as a whole with a comprehensive offering of education and training, the Supervisory Board consults internal and external experts throughout the year to identify suitable topics for the Supervisory Board training day as well as other training courses and presentations. Additionally, the Supervisory Board pursues continuous learning independently, at and outside meetings, to obtain information and knowledge about current issues.

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Onboarding of New Supervisory Board Members

‍Aside from the aforementioned training formats, a comprehensive onboarding program is available to new members of the Supervisory Board, for example, to give them the opportunity to meet the members of the Executive Board and managers to discuss general and current topics, and in doing so develop an understanding of matters relevant to the company and its governance structure. Extensive information material will also be provided to new members of the Supervisory Board to assist them with their Supervisory Board activities.

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During the 2024 financial year, the Supervisory Board of Porsche AG welcomed four new additions to its members (more about this in the “Personnel Changes on the Supervisory Board and Executive Board” section). To prepare for their roles as Supervisory Board members, detailed onboarding talks were held with each individual member. The Supervisory Board’s office provided extensive support for all administrative matters.

Main Focal Points of the Plenary Meetings

At all of its meetings in the reporting period, the Supervisory Board delved deeply into the core matters of the company and the economic situation of Porsche AG and of its key subsidiaries. The meetings of the Supervisory Board were characterized by frank and constructive exchange at all times.

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The first Supervisory Board meeting during the reporting period was held on February 28, 2024, and focused in particular on issues surrounding the annual financial statements for 2023. The audit and formal approval of the consolidated and annual financial statements for the 2023 financial year, the combined management report, including the nonfinancial report, and the dependent company report pursuant to section 312 of the AktG, for example, were discussed as part of this. Alongside that, the Supervisory Board passed a resolution to prepare the remuneration report for the 2023 financial year jointly with the Executive Board and adopt the proposed resolutions for the agenda items at the Annual General Meeting, which took place on June 7, 2024. Moreover, the Supervisory Board dealt with the strategic development of MHP internationally.

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The second Supervisory Board meeting of the year was held on May 15 and 16, 2024. In light of the launch of the all-electric Macan, the Supervisory Board opted to have the meeting at the Leipzig production location. Besides the standard situation reports from the Executive Board on business, sales, and finances, as well as standard reports from the committees, the Executive Board members responsible for Development and Car-IT reported extensively on technical topics. In addition to the report on the sales situation, the Chinese sales market was discussed as a topic in detail. Finally, the Supervisory Board looked at multiple financial and corporate matters involving, among other things, investments in strategically important companies.

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The Supervisory Board held its inaugural meeting on June 7, 2024, directly after the Annual General Meeting where fresh elections were held for all shareholder representatives. Dr. Wolfgang Porsche was elected as Chairman of the Supervisory Board at this meeting and Jordana Vogiatzi as Deputy Chairwoman, affirming their positions. The Supervisory Board furthermore elected the members of the committees set up by it.

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The Supervisory Board met at the Weissach Development Center on September 24, 2024. The focal points at the meeting were the reports by the chairpersons of the Audit and Presidential Committees as well as the reports by the Executive Board members on the business situation. A closer look was given in this context to the supplier situation at that time by the Executive Board member responsible for Procurement. The Porsche Group PR73 planning session was also talked over. In this context, the Supervisory Board intensively discussed questions concerning the company’s medium- and long-term plans, including the product range and vehicle projects. Moreover, the board dealt with financial and corporate issues, including for example approvals of strategic investments and a new partnership with Penske Automotive Australia.

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At an extraordinary meeting on November 11, 2024, the Supervisory Board made a decision on approving a framework agreement to be concluded with Volkswagen AG for development services and vehicle software licenses. This agreement is connected to the joint venture agreed between Volkswagen AG and Rivian Automotive, Inc.

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The final Supervisory Board meeting for 2024 was held in Zuffenhausen on December 6, 2024. The focal points at the meeting were the reports from the Audit and Presidential Committees as well as the reports by the Executive Board members on the business situation. The discussions on the PR73 planning session were additionally continued intensively. On top of three financial and corporate issues concerning the realignment of certain majority-owned investments, a resolution was also passed for the routine financial strategy for 2025. The Super­visory Board also adopted the annual Declaration of Conformity with the German Corporate Governance Code after a thorough discussion. Lastly, the Supervisory Board dealt with its meeting dates for 2025.

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On the basis of reporting by the Executive Board, the Supervisory Board was continuously engaged with the key official and judicial processes of the company, such as the proceedings in connection with emissions.

Personnel Changes on the Supervisory Board and Executive Board

The tenure of all Supervisory Board members ended routinely at the time the Annual General Meeting ended on June 7, 2024, which made fresh elections necessary. Among the employee representatives, Ibrahim Aslan, Wolfgang von Dühren, Nora Leser, and Stefan Schaumburg departed the Supervisory Board. The entire Supervisory Board expressed their gratitude to the four departed Supervisory Board members for the many years of trusting cooperation and for their commitment to the board. Martina Holzbauer, Steffen Reißig, Conny Schönhardt, and Heidi Zink-Larson were elected as new members to the Supervisory Board to represent the employees in accordance with Germany’s Codetermination Act (MitbestG). The other employee representatives were reelected as members of the Supervisory Board. Furthermore, the shareholder representatives were reelected to the Supervisory Board in the same composition at the Annual General Meeting, in keeping with the Supervisory Board’s proposal.

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The tenure of all Supervisory Board members commenced at the end of the Annual General Meeting on June 7, 2024, and will go on until the end of the Annual General Meeting in the 2029 financial year. At its inaugural meeting directly after the Annual General Meeting, the Supervisory Board reelected Dr. Wolfgang Porsche as its Chairman and Jordana Vogiatzi as its Deputy Chairwoman.

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Due to the departure of certain Supervisory Board members, there arose corresponding changes to the personnel on the board’s committees. Jordana Vogiatzi was elected by the Supervisory Board to succeed Nora Leser on the Audit Committee. In addition, Knut Lofski was elected to the Related Party ­Committee after the departure of long-serving member Wolfgang von Dühren.

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There were no changes to the personnel on the Executive Board during the reporting period. There were new appointments to the Executive Board positions responsible for Finance and IT as well as Sales and Marketing in February 2025.

Focal Points of the Committees

The Presidential Committee focused on providing advice and recommending resolutions for the plenary session in particular. Each upcoming plenary meeting was also discussed in advance within the Presidential Committee. Personnel-related matters concerning the Executive Board were dealt with comprehensively. As such, the Presidential Committee handled, for example, contractual issues other than remuneration, approval of ancillary activities, and the adaptation of rules in connection with fringe benefits. The calibration of the targets for the Executive Board’s remuneration was also prepared by the Presidential Committee. The committee also dealt with the long-term succession plan extensively in multiple meetings.

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The Audit Committee addressed in depth the topics that it is required to under German and European laws, the German Corporate Governance Code, and the Supervisory Board’s Rules of Procedure. These topics included in particular the annual and consolidated financial statements, risk management system, including the adequacy and effectiveness of the internal control, risk management, and internal audit systems; and the work of the company’s compliance organization. The extensive reports from Risk Management, Internal Audit, and Compliance were core elements of every committee meeting. Beyond that, the Audit Committee concerned itself with the audit of the financial statements and, as part of this, the selection and independence of the auditor, the quality of the audit, and the additional services performed by the auditor. The Audit Committee also dealt with the quarterly information and half-yearly financial report of the Porsche AG Group. While doing so, it focused on monitoring the accounting, the accounting process, and the inspection thereof by the auditor. It also discussed the assessed audit risk, audit strategy, audit plan, and audit outcome with the auditor. The chairman of the Audit Committee also engaged in regular dialog with the auditor regarding the progress of the audit, including outside of meetings, and reported to the Audit Committee on this. The Audit Committee held regular discussions with the auditor, including without the Executive Board. It discussed financial information together with the Executive Board, including throughout the year. A further focal point for the Audit Committee was investment management. In this context, information was provided and discussions held on selected strategic investments of the Porsche Group, the development of the portfolio, and the continual professionalization of investment management. The annual integrity report was presented, too. The Audit Committee maintained continuous exchange regarding regulatory developments, for example, in view of sustainability reporting.

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The Nomination Committee convened in late January 2024 to prepare the forthcoming elections to the Supervisory Board. The Nomination Committee proposed suitable candidates to the Supervisory Board for its proposals to the Annual General Meeting for the election of Supervisory Board members. When selecting the candidates, the Nomination Committee considered in particular the targets set by the Supervisory Board for its composition as well as the diversity concept applied for its composition and endeavored to meet the profile of skills and expertise for the full board.

Audit of the Annual and Consolidated Financial Statements

EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, based in Stuttgart, was appointed as the auditor for the 2024 financial year. The Audit Committee reviewed the independence of the auditor. There were no indications of grounds for exclusion or bias or of a risk to the independence of the auditor.

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The annual financial statements of Porsche AG prepared according to HGB, the consolidated financial statements prepared according to IFRS, and the combined management report for the 2024 financial year were audited by EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, based in Stuttgart, and given an unqualified auditor’s opinion. The nonfinancial report included in the consolidated management report was the subject of a limited-assurance engagement by the auditor, which concluded with the award of an unqualified opinion.

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Furthermore, the auditor analyzed the early risk detection and monitoring system integrated into the risk management system. The auditor concluded that the Executive Board had taken the actions required under section 91, paragraph 2, of the AktG for the early detection of risks that could jeopardize the company remaining a going concern.

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Likewise, the report prepared by the Executive Board on the relations between Porsche AG and affiliated enterprises according to section 312 of the AktG (dependent company report) for the period from January 1 to December 31, 2024, was examined by the auditor and awarded the following opinion: “Having conducted a proper audit and appraisal, we hereby confirm that the actual disclosures in the report are accurate and that the consideration of the company for the legal transactions presented in the report was not inappropriately high.”

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The Executive Board and Supervisory Board have prepared a remuneration report for the year under review in accordance with section 162 of the AktG. Pursuant to section 162, paragraph 3, of the AktG, the remuneration report was examined by the auditor in order to verify whether the mandatory disclosures required by section 162, paragraph 1 and 2, of the AktG had been made. The auditor also audited the content beyond the minimum legal requirements. The auditor confirmed that the remuneration report is consistent with the accounting provisions of section 162 of the AktG in all material aspects.

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In its meeting on March 4, 2025, the Supervisory Board dealt with the annual financial statements of the company, the consolidated financial statements, and the combined management report, including the nonfinancial report and proposed appropriation of profit, which were prepared by the Executive Board and each given an unqualified opinion from the auditor. Furthermore, the Supervisory Board dealt with the dependent company report, the Corporate Governance Declaration, and the remuneration report.

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For preparation, the members of the Supervisory Board had extensive documentation at their disposal, including the annual financial statements, consolidated financial statements, and the combined management report, including the nonfinancial report and proposed appropriation of profit. Other reports provided included the dependent company report prepared by the Executive Board, the Corporate Governance Declaration, the remuneration report, and the audit reports of EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, based in Stuttgart, for the annual financial statements of Porsche AG and the consolidated financial statements, each including the combined management report, as well as the audit report for the dependent company report.

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The Audit Committee and Supervisory Board discussed and examined each of them thoroughly. This was done in the presence of the auditor, who reported on the findings of his audit. This report also comprised the key audit matters as well as the internal control system in relation to accounting processes. The auditor outlined the respective approaches during the audit, including the conclusions, and was on hand to answer additional questions and provide further information. The Audit Committee also agreed with the auditor that the auditor was to inform the Audit Committee if, when performing the audit, they identified circumstances that would produce an inaccuracy in the Declaration of Conformity made by the Executive and Super­visory Boards. The auditor did not inform the Audit Committee of such circumstances.

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Based on the conclusive outcome of the audit by the Audit Committee and its own examination, the Supervisory Board accepted the results of the audit by the auditor. It concluded that it had no objections and formally approved the annual financial statements prepared by the Executive Board, the consolidated financial statements, and the combined management report, including the nonfinancial report. As such, the annual financial statements of Porsche AG for 2024 have been adopted. On this basis, the Supervisory Board accepted the Executive Board’s proposed appropriation of profit.

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The Supervisory Board reviewed the dependent company report thoroughly and raised no objections to the declaration of the Executive Board at the end of the dependent company report. Furthermore, the Supervisory Board adopted the report of the Supervisory Board, the Corporate Governance Declaration, the remuneration report, and its proposed resolutions on agenda items of the 2025 Annual General Meeting. Pursuant to section 120a, paragraph 4, of the AktG, the remuneration report will be submitted to the Annual General Meeting for formal approval.

Conflicts of Interest and how they are handled

The Supervisory Board has clear rules designed to avoid potential conflicts of interest when its members offer advice and pass resolutions, and on how potential conflicts of interest are to be dealt with in the exceptional event that they arise. In particular, the Supervisory Board’s Rules of Procedure require every member of the Supervisory Board to disclose a potential conflict of interest to the Chairman of the Supervisory Board immediately. Furthermore, depending on their scale and reach, conflicts of interest can result in the exclusion of the Super­visory Board member in question from voting on and potentially even consulting on the relevant agenda item.

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The Supervisory Board had the duty of deciding on the approval of a contract in connection with a framework agreement to be made between Porsche AG and Volkswagen AG for development services and vehicle software licenses. As conflicts of interest could not prima facie be excluded in relation to it, Dr. Arno Antlitz, Dr. Hans Michel Piëch, and Hans Dieter Pötsch, who all simultaneously sit on the Volkswagen AG supervisory board, followed the Supervisory Board’s Rules of Procedure by disclosing the potential conflict of interest to the Supervisory Board Chairman and, as a precaution, not attending the discussion and the passing of the resolution by the Porsche AG Super­visory Board. On the other hand, Ms. Schönhardt, Dr. Wolfgang Porsche, Dr. Ferdinand Oliver Porsche, and Harald Buck, who similarly sit on the Volkswagen AG Supervisory Board, took the precaution of not attending the corresponding decision-making by the Volkswagen AG Supervisory Board.