Report of the Supervisory Board

The meetings of the full Supervisory Board and committees were mostly held in person or in a hybrid format during the 2025 financial year. Resolutions on particularly urgent topics were passed by videoconference. The flexibility of such (hybrid) meeting formats proved itself this year, too. 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 thanks to 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 financial year were Dr. Christian Dahlheim, Dr. Hans Michel Piëch, Knut Lofski, and Conny Schönhardt, 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. It also offers specific training and professional development formats for the entire Supervisory Board.

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On the day before the company’s Annual General Meeting, which was again held virtually on May 21, 2025, the members of the Supervisory Board were given compact training on the rights and obligations involved in holding a virtual Annual General Meeting, as well as the current legal framework.

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In addition, a comprehensive training session took place on December 4, 2025, which combined two proven concepts: a classic Supervisory Board training day and an intercompany event with corresponding synergy effects. During an interactive seminar lasting several hours, selected experts provided information on the subject of cybersecurity, covering relevant aspects, the obligations of the Supervisory Board, and practical examples as well as liability issues. Additionally, the presenters provided an overview of forthcoming, relevant regulatory developments. All training was provided with the assistance of internal as well as external experts.

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Beyond purely legal matters, training also again focused on subject areas relating to products and technology. For example, at the Supervisory Board meeting in May 2025, extensive information was provided on the topic of software architecture. Following on from that, the Executive Board members responsible for Research and Development as well as Car IT organized a “Technology” theme day at the development center in Weissach. The aim of the event was to share a comprehensive insight into the latest developments and future technologies at Porsche AG and enable communication between the Executive and Supervisory Boards, as well as between experts in specified departments. As part of the annual 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 comprehensive professional development and training options, 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. This provides them, for example, with the opportunity to meet members of the Executive Board and managers to discuss general and current topics, helping them to 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 2025 financial year, the Supervisory Board of Porsche AG welcomed two new 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 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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On February 1, 2025, and February 25, 2025, the Supervisory Board dealt primarily with matters pertaining to the personnel on the Executive Board. Pursuant to a proposal by the Presidential Committee, resolutions were taken at the meeting on February 25, 2025, to change the Executive Board members responsible for Finance and IT, as well as Sales and Marketing. In connection with this, the Supervisory Board dealt with the commencement of and resignation from sideline activities by members of the Executive Board. The Board furthermore moved a resolution to amend and extend the December 2024 Declaration of Conformity, which was then made permanently accessible on the website.

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At the Supervisory Board meeting on February 6, 2025, the discussion regarding long-term business planning, which had already begun the previous year, was finalized as agreed and consequently delivered a final resolution for Porsche AG’s PR73 planning session.

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The fourth Supervisory Board meeting during the financial year was held on March 4, 2025, and focused in particular on issues surrounding the annual financial statements for 2024. The audit and formal approval of the consolidated and annual financial statements for the 2024 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 2024 financial year jointly with the Executive Board and adopt the proposed resolutions for the agenda items at the Annual General Meeting of Porsche AG, which took place on May 21, 2025. Furthermore, the Supervisory Board dealt with the ongoing developments in venture capital activities, as well as the establishment of corresponding venture capital fund structures.

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At the Supervisory Board meeting held on April 28, 2025, the Executive Board reported extensively on the current business conditions of the Cellforce Group in Kirchentellinsfurt. Various options were discussed in detail for how to proceed with the Porsche AG subsidiary, and the changed business environment was reassessed.

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On May 12, 2025, the Supervisory Board again dealt with matters pertaining to the personnel on the Executive Board and continued the generational change, which had begun in February on the basis of long-term succession planning. Pursuant to a proposal by the Presidential Committee, the Board moved resolutions for a change of the Executive Board members responsible for Human Resources and Social Affairs as well as Procurement. In connection with this, the Supervisory Board dealt with the commencement of and resignation from sideline activities by members of the Executive Board. The Supervisory Board also appointed a new Deputy Chairman of the Executive Board.

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The seventh Supervisory Board meeting for the 2025 financial year took place in Zuffenhausen on May 19, 2025. The focal points of the meeting included the reports by the committees, the standard business situation reports by the Executive Board, as well as an extensive technology report from the Research and Development and Car IT departments. Furthermore, the Supervisory Board looked at various financial and corporate matters, including in particular investments in strategically important companies. As a consequence of the changes in personnel, a resolution was also passed for the exercise of participation rights at Porsche AG subsidiaries in accordance with section 32 of Germany’s Codetermination Act (MitbestG) and for the authorization of a joint power of attorney.

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On September 19, 2025, a Supervisory Board meeting was held at the development center in Weissach. The meeting focused firstly on the standard reports from the committees, namely the Audit and Presidential Committees, as well as the reports by the Executive Board members on the current business situation. Additionally, the forthcoming planning session for the Porsche Group in particular was discussed in detail, and in this session the Supervisory Board dealt intensively with the long-term business planning, including the product range and vehicle projects. The outcome of this discussion included, among other things, a decision to strategically realign the product portfolio. Furthermore, the Supervisory Board looked at various financial and corporate matters, including in particular investments in strategically important companies. As a consequence of a further change in personnel on the Executive Board, a resolution was again passed for the exercise of participation rights at Porsche AG subsidiaries in accordance with section 32 of Germany’s Codetermination Act (MitbestG) and for the authorization of two joint powers of attorney. Due to changes in the personnel on the Supervisory Board, the Board also elected a new Deputy Chairman of the Supervisory Board and made new appointments to the committees.

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On October 17, 2025, the Supervisory Board met again for matters pertaining to the personnel on the Executive Board. The incumbent Chairman of the Executive Board stepped back from his role in mutual agreement with the Supervisory Board and resigned at his own request with effect from December 31, 2025. Pursuant to a proposal by the Presidential Committee, the full Board moved corresponding resolutions to appoint a new Chairman of the Executive Board, who would take over the position with effect from January 1, 2026. Decisions were also taken regarding the commencement of and resignation from sideline activities.

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The final Supervisory Board meeting for 2025 was held in Zuffenhausen on December 5, 2025. The focal points of this meeting were the regular reports from the Audit and Presidential Committees, as well as reports by the Executive Board members on the business situation. The discussions on the new planning session were also continued intensively. Having decided on the products for the following years in September, the topic of long-term business planning was now also wrapped up conclusively. In addition, the Supervisory Board looked intensively at the various options for the further strategic development of a Porsche AG partnership. On top of that, the Supervisory Board passed a resolution for the routine financial strategy for 2026 and adopted the annual Declaration of Conformity with the German Corporate Governance Code after a thorough discussion. Lastly, the Supervisory Board dealt with the committee meeting dates and forthcoming Supervisory Board events in 2026, as well as the regular self-assessment by the Supervisory Board.

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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 Deputy Chairwoman of the Supervisory Board, Jordana Vogiatzi, resigned from her position on the Supervisory Board of Porsche AG with effect from May 31, 2025, after more than ten years in the role. To succeed her, the Local Court of Stuttgart issued a decree on June 25, 2025, appointing Tamara Hübner, Second Officer and CEO of the IG Metall trade union in Stuttgart, as a member of the Supervisory Board pursuant to a request by the Executive Board.

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Vera Schalwig resigned from her position on the company’s Supervisory Board representing executive staff with effect from July 31, 2025, due to her appointment to the Executive Board. Taking her place since August 1, 2025, has been Katrin Feiler, Head of Corporate Accounting & Financial Reporting, as an elected substitute member of the company’s Supervisory Board.

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In addition, Dr. Christian Dahlheim resigned from his position as a member of the Supervisory Board with effect from December 31, 2025, and departed from the company’s Supervisory Board at that time.

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The Supervisory Board elected long-standing member Harald Buck as the new Deputy Chairman of the Supervisory Board in September 2025.

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With Jordana Vogiatzi’s departure, there were also various changes in the personnel on the Board’s committees: Tamara Hübner was elected to the Presidential Committee, Akan Isik took on the position on the Audit Committee, and Carsten Schumacher was appointed to the Mediation Committee.

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There were multiple changes to the personnel on the Executive Board during the financial year. In February 2025, the Supervisory Board appointed Dr. Jochen Breckner as the Executive Board member responsible for Finance and IT and Matthias Becker as the member responsible for Sales and Marketing; they succeeded Lutz Meschke and Detlev von Platen respectively.

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With a resolution on May 12, 2025, the Supervisory Board continued the generational change on the Executive Board: Vera Schalwig was appointed as Executive Board member responsible for Human Resources and Social Affairs, taking over the role from Andreas Haffner.
Joachim Scharnagl took over the responsibility for Procurement, succeeding Barbara Frenkel. Both appointments were made with effect from August 19, 2025. Furthermore, the Supervisory Board appointed Dr. Michael Steiner as the Deputy Chairman of the Executive Board with effect from July 1, 2025.

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On October 17, 2025, the Supervisory Board made a decision regarding the successor of the Chairman of the Executive Board, appointing Dr. Michael Leiters as the Chairman of the Executive Board with effect from January 1, 2026. He replaced Dr. Oliver Blume, who is now focusing fully on the leadership of the Volkswagen Group after more than ten years in his former role.

Attendance of Committee Meetings by Individual Supervisory Board Members

The members’ attendance rate at the committee meetings was 100% in the 2025 financial year. Details can be viewed in the table below:

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, the 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 Executive Board’s long-term succession plan extensively.

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The Audit Committee addressed in depth the topics that it is required to under German and European law, 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, among other things. The Audit Committee also dealt with the quarterly information and half-yearly financial report of the Porsche AG Group. In 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 also presented. The Audit Committee maintained continuous exchange regarding regulatory developments.

Audit of the Annual and Consolidated Financial Statements

EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, based in Stuttgart, was appointed as the auditor for the 2025 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 2025 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 reviewed 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, 2025, 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 3, 2026, 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 2025 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 2026 Annual General Meeting. Pursuant to section 120a, paragraph 4, of the AktG, the remuneration report will be submitted for formal approval at the company’s Annual General Meeting.

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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In connection with Vera Schalwig’s appointment as the member of the Executive Board responsible for Human Resources and Social Affairs, there arose a conflict of interest due to her concurrent role as a member of the Porsche AG Supervisory Board. This was disclosed accordingly to the Chairman of the Supervisory Board in accordance with the Supervisory Board’s Rules of Procedure. Vera Schalwig did not participate in the consultations or passing of a resolution by the Supervisory Board in relation to this issue.

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Furthermore, a conflict of interest could not be ruled out in connection with a resolution regarding a strategic investment. Dr. Christian Dahlheim therefore disclosed the potential conflict of interest to the Chairman of the Supervisory Board in accordance with the Supervisory Board’s Rules of Procedure without delay and, out of caution, did not participate in the consultations or passing of a resolution by the Supervisory Board of Porsche AG. Dr. Christian Dahlheim also did not receive any documentation for the relevant agenda item prior to the meeting.