Volkswagen Group of America Code of Conduct Table of Contents

Introduction by the Group Board of Management. 1

Foreword by Volkswagen Group of America Management. 5

Our responsibility for compliance. 9

Our responsibility as a member of society. 13 Human rights. 15 Equal opportunity and equal treatment. 16 Product conformity and product safety. 17 Environmental protection. 18 Donations, sponsorships and charity. 19 Communication and marketing. 20 Political lobbying . 21

Our responsibility as a business partner. 23 Conflicts of interest . 25 Gifts, hospitality and invitations. 26 Prohibition of corruption. 27 Dealings with officials and holders of political office . 28 Prohibition of money laundering and terrorism financing. 29 Accounting and financial reporting. 31 Taxes and customs. 32 Fair and free competition. 33 Procurement. 35 Export control . 36 Prohibition of insider trading. 37

Our responsibility in the workplace . 39 Occupational safety and healthcare. 41 Data protection. 42 Security and protection of information, know-how and intellectual property. 43 IT security. 44 Handling company assets . 45

Support. 47 Employee representation. 49 Help / contacts / whistleblower system. 50 Self-test for decision guidance . 51 Dear colleagues,

The trust of customers and stakeholders Our Group is very diverse: today, in our Company and its products is our twelve brands from seven European 1 most valuable asset. We can only countries, some 664,000 employees, strengthen public trust and protect the 123 production sites and customers Volkswagen Group, its employees and in over 150 countries are all part of our environment by conducting the Group world. Irrespective of the ourselves with integrity and honesty. differences between us, our origins, That includes being familiar with the our tasks and our responsibilities, applicable statutory regulations and we all share responsibility for our internal rules, and complying with them. company’s success and our The Code of Conduct is the basis for our contribution to sustainable actions. development through our conduct and our actions.

1 Volkswagen Group of America: Code of Conduct Introduction by the Group Board of Management 2 Our shared values determine how .e, the Volkswagen Group Board of we work, how we make decisions, Management, are convinced that our and how we interact with one Code of Conduct is one key to the another and all living creatures. success of our Group and its brands. We therefore ask you to use the Code The Volkswagen Group Code of of Conduct in your workplace and to Conduct supports ethical and seek advice if you are in doubt. Let us responsible conduct. It contains join together to make the rele-vant and practical examples Volkswagen Group a responsible that offer guidance, assistance and employer that is a byword not only advice in our daily work. And it helps for excellent products and services, us identify mistakes and respond but also for integrity and fairness. appropriately. Because in the Volkswagen Group, turning a blind eye can never be the right solution.

We speak up – even if doing so is awkward and uncomfortable. When in doubt, we seek competent advice and support.

3 Volkswagen Group of America: Code of Conduct Introduction by the Group Board of Management 4 Foreword by Volkswagen 2 Group of America Management

5 Volkswagen Group of America: Code of Conduct Foreword by Volkswagen Group of America Management 6 September 2019

Dear VWGoA employees, Compliance and ethics form the Sincerely, principles that underpin our business This Code of Conduct is a set of and will help make us the model of expectations for how we operate as a integrity that we aspire to be. Mike Beamish business. Volkswagen is a huge, Executive Vice President, Human Resources complex organization, so the code Thank you for all you continue to do to covers 51 pages and it's worth the make this an organization that puts read. But for those of you pressed for integrity, honesty, and responsibility time, here's the takeaway: go about first. your business with integrity and honesty. Take responsibility. Do the right thing.

In the meantime, if you ever have questions about anything related to anyone's ethical behavior, say something. Start by talking to your manager. If that's difficult, for Scott Keogh Stefan Baier Stephanie Davis whatever reason, call the ethics hotline at 1-888-228-7317. Someone will always take the call and you can remain anonymous. Your concerns will be considered seriously and whistleblowers will be protected.

7 Volkswagen Group of America: Code of Conduct Foreword by Volkswagen Group of America Management 8 One decisive factor for the success of Our shared goal is to fulfill our Our responsibility our Company is that all employees – responsibility to our Company and to for compliance from Board members and managers protect the reputation of our Group 3 to each individual member of staff brands. Sustainability requires of us an – must act with honesty and integrity awareness of our responsibility for the and in an ethical manner. This also economic, social and ecological impact means that our internal and external of our actions. Such conduct also reporting and communications must means that we all respect and observe be truthful, comprehensive and timely. the rules in force in the Company everywhere and at all times. Our Board members and managers bear a special responsibility in this context: they are role models and must prevent non-compliant behavior within the Company, protect their employees and conduct themselves with integrity both within the Company and externally.

9 Volkswagen Group of America: Code of Conduct Our responsibility for compliance 10 This Code of Conduct helps us by Failure to observe the Code of Conduct highlighting potential areas of risk can result in considerable damage, and conflict, explaining their not only to our Company, but also to significance for our Company and us as employees and to our business illustrating them using case studies. partners and other stakeholders. That is why the Code of Conduct is binding The information contained in this on all of us, irrespective of whether Code of Conduct is divided into three our role is that of a staff member, a main sections: manager or a Board member. We do not tolerate violations of the Code Ÿ Our responsibility as a of Conduct. Anyone who violates member of society the Code of Conduct must expect Ÿ Our responsibility as consequences, which, depending on a business partner the seriousness of the violation, can range from corrective action or claims Ÿ Our responsibility in the workplace. for damages under civil law, and may even extend to penalties under The Code of Conduct serves as a criminal law. binding guideline in our day-to-day business. It is supplemented by To make sure that does not happen, internal guidelines and policies. It also it is up to each and every one of us to goes without saying that we all comply familiarize ourselves with this Code with national and international law. of Conduct, to integrate the Code of This also means that we never take any Conduct into our own behavior, and part in any activity that involves fraud, to bear the Code of Conduct in mind misappropriation, extortion, theft, when making decisions. When in embezzlement or any other deliberate doubt, we seek competent advice. damage to the assets of our customers or any third party.

11 Volkswagen Group of America: Code of Conduct Our responsibility for compliance 12 Our social responsibility means that Our responsibility as observing and complying with the a member of society law is a matter of course. We have a 4 duty to observe the law under which we operate in all business decisions we make.

Every employee in the Volkswagen Group must be aware of his/her social responsibility, particularly as regards the wellbeing of people and the environment, and ensure that our Company contributes to sustainable development.

The Volkswagen Group’s responsibility as a member of society specifically gives rise to the following principles:

13 Volkswagen Group of America: Code of Conduct Our responsibility as a member of society 14 Human Rights Equal opportunity and equal treatment

BACKGROUND BACKGROUND We embrace diversity, actively The Declaration of Human Rights MY CONTRIBUTION Equal opportunities and equal encourage inclusion and create adopted by the United Nations and treatment are key cornerstones of a an environment that fosters each As an employee, I can also make my the European Convention for the fair, unprejudiced and open approach. employee’s individuality in the contribution to respecting human Protection of Human Rights and The Volkswagen Group encourages interests of the Company. rights. I regard human rights as a Fundamental Freedoms state what respectful cooperation in a spirit of fundamental guideline and I am is required and expected of the partnership, diversity and tolerance. As a matter of principle, our employees vigilant against human rights international community when it That is how we achieve a maximum are chosen, hired and supported based abuse happening around me. comes to observing and respecting degree of productivity, competitive on their qualifications and skills. human rights. If I am concerned about human and innovative capability, creativity rights abuse in my professional and efficiency. MY CONTRIBUTION CORPORATE PRINCIPLE surroundings, I take reasonable We respect, protect and promote CORPORATE PRINCIPLE I observe the principles of equal steps to prevent it and/or stop it, all regulations in force to protect We offer equal opportunities opportunity and equal treatment and I immediately I inform my human rights and children’s rights for everyone. and encourage people around me superior or get in touch with any of (hereinafter called human rights) to do the same. the contacts listed in chapter 7. as a fundamental and general We do not discriminate or tolerate If I see any violations of the requirement throughout the world. discrimination on grounds of race, principles of equal opportunity and We reject all use of child labor and color, religion, national or ethnic equal treatment, I speak up and forced or compulsory labor as well origin, gender, age, disability, medical make the persons involved aware of as all forms of modern slavery and condition, veteran status, sexual their misconduct. I also notify the human trafficking. This applies orientation, gender identity and human resources department of the not only to cooperation within our expression, pregnancy status, marital incident or get in touch with any of Company but also as a matter of status or any other characteristics the contacts listed in chapter 7. course to the conduct of and toward protected by law. business partners.

EXAMPLE EXAMPLE You are responsible for purchasing specific goods. You receive information that You find out from a colleague who is a friend of yours that an applicant in his a supplier with which you do business uses children in their production process, department was rejected because of the color of his skin, although he was the or that employees are made to work in inhumane conditions (e.g. exposed to best candidate for the advertised job. unlawful or unreasonable health risks). You report the matter to the relevant human resources department so that Take the necessary steps and inform your superior and the units responsible for appropriate steps can be taken. In any event, you may also call the Ethics Hotline sustainability in supplier relations. Our Company must examine business relations at 1.888.228.7317. with this business partner more closely and, if necessary, break them off.

15 Volkswagen Group of America: Code of Conduct Our responsibility as a member of society 16 Product conformity and product safety Environmental protection

BACKGROUND BACKGROUND Furthermore, we constantly Countless people come into contact MY CONTRIBUTION The Volkswagen Group develops, reassess the environmental with our products and services on a produces and distributes vehicles, compatibility of products and If I notice or have concerns that our daily basis. The Volkswagen Group services and mobility solutions manufacturing processes, products could present a threat bears a responsibility for preventing, worldwide. Our Company’s mission is optimizing these where necessary. or that regulations are not being to the extent possible, any risks, to be a global provider of sustainable observed, I counteract. I report the detrimental effects and hazards to the and individual mobility. In pursuing We are a responsible member matter to my superior and to the health, safety, environment and assets this mission, the Company is aware of society and a partner for politics. relevant contacts in the Company. of our customers or any third party of its special responsibility toward We seek a dialog with these players arising from the handling and use of the environment. on future mobility concepts and on these products and services. shaping ecologically sustainable CORPORATE PRINCIPLE development. CORPORATE PRINCIPLE As a commercial enterprise, we bear It is not only our statutory duty but responsibility for the environmental MY CONTRIBUTION also our mission to comply with compatibility and sustainability of the laws and regulations as well as our products, locations and services. I bear environmental protection in the internal standards that apply We focus on environmentally friendly, mind in my work and use resources to our products. Our products are advanced and efficient technologies, and energy economically and state of the art and are developed in which we implement throughout the efficiently. I make sure my activities accordance with legal requirements. entire lifecycle of our products. Starting have the smallest possible impact This is monitored continually and with the early phases of development on the environment and that systematically through processes and and production, we make sure we they comply with applicable structures, as well as through product manage natural resources carefully environmental protection laws surveillance under real field conditions. and steadily reduce the environmental and regulations. We make no compromises on that. We impact to comply with environment ensure that suitable measures can be protection laws and regulations. taken in good time in the event of any discrepancies.

EXAMPLE EXAMPLE A customer reports technical problems with a vehicle to you. You are not You notice that there is a leak in a tank and that significant amounts of sure whether or not they are due to a mistake on the customer’s part when chemicals are seeping into the ground. operating the product, and you cannot definitively rule out a manufacturing or construction defect. Immediately inform one of the employees responsible and draw attention to the problem. Do not rely on somebody else reporting the leak. Clarify the matter. It is essential to ensure that our Company will solve a problem for which it is responsible. Even customer mistakes when operating the product may require the Company to respond (e.g. by modifying operating instructions or user training).

17 Volkswagen Group of America: Code of Conduct Our responsibility as a member of society 18 Donations, sponsorships and charity Communication and marketing

BACKGROUND The granting of donations and BACKGROUND The Volkswagen Group makes sponsorship measures is permitted The Volkswagen Group believes it is MY CONTRIBUTION donations (contributions on a only in accordance with a transparent important to communicate clearly voluntary basis with no expectation approval process. and openly with employees, business I do not issue any public of a consideration in return) and partners, shareholders, investors, statement for my Company and sometimes participates in monetary the media and other stakeholders always refer any requests to the MY CONTRIBUTION sponsorships (contributions based on using honest and lawful means. All Communications department. If I a contractually agreed consideration) If I consider a particular sponsorship our employees bear a responsibility make any comments at public, trade to achieve a positive impact in terms measure to be worthy of support, to observe internal communication or cultural events or on the Internet, of our reputation and public I will make initial contact with the rules to ensure that we present a I make it clear that I am voicing perception. In order to avoid conflicts appropriate departments in the unified and consistent image of the solely my own personal opinion. of interest and to ensure standard Company (e.g. Communications, Group. All our employees recognize the I consult the Company’s social conduct within the Company, External Relations and Marketing). achievements of those they engage media guidelines for advice on donations and sponsorship measures with and respect their professional proper conduct in social networks. are permitted only in the context of The granting of donations must and personal reputation. the respective legal framework and be transparent; the purpose, the in accordance with the applicable recipient of the donation, and the CORPORATE PRINCIPLE internal rules of the Volkswagen donation receipt issued by the We ensure that our communication Group brands and companies. recipient must be documented and is clear and consistent in order to verifiable. I comply with internal maintain the confidence of customers, CORPORATE PRINCIPLE processes and do not initiate any investors and other stakeholders. We make monetary donations and donation that could damage the Before committing to and executing donations in kind to support science reputation of our Company. any planned communication or and research, education, charitable marketing measures, such measures causes, sports, and culture. We grant must first be coordinated with the donations only to recognized non- relevant department. profit organizations or organizations that are authorized by special provisions to accept donations.

EXAMPLE EXAMPLE A local politician asks you, a Volkswagen Group of America employee, for a cash You read a comment on the Internet from someone who is critical of donation from the Company for the election campaign. production methods in Asia, but the points raised are entirely unfounded.

Turn down the request. Donations may be granted only after going through Even if you would like to correct the misrepresentation straightaway, contact the required approval process. In this specific case, the donation cannot be the relevant department first, because this department is in a position to approved because an internal guideline prohibits company donations to respond appropriately and comprehensively to such criticism. political parties, party-affiliated institutions and politicians.

19 Volkswagen Group of America: Code of Conduct Our responsibility as a member of society 20 Political lobbying

BACKGROUND Politics and legislation exert an MY CONTRIBUTION influence on the economic framework I do not attempt to intervene in for business processes. The Volkswagen political decisions on behalf of the Group’s participation in commercial Company if I am not authorized trade means that it also has an impact to do so. If I am authorized to do on society and can specifically promote so, I observe the relevant internal its interests during decision-making guidelines in the performance of processes, such as those for legislation my duties. plans, through political lobbying.

CORPORATE PRINCIPLE We conduct political lobbying centrally and in line with the principles of openness, accountability and responsibility. Our interaction with political parties and interest groups is based on the principle of neutrality. Dishonestly influencing policymakers and government is not permitted.

EXAMPLE An acquaintance of yours is a member of Congress. You know that a legislation proposal that is important for the Volkswagen Group of America is currently being discussed in Congress and you contemplate contacting your acquaintance to explain the Group’s interests in connection with this proposal.

Do not approach your acquaintance about the issue. Political lobbying in the Company is exclusively coordinated centrally and conducted openly and transparently. The appropriate point of contact for such lobbying measures is the Government Relations Department.

21 Volkswagen Group of America: Code of Conduct Our responsibility as a member of society 22 Integrity, transparency and fairness Our responsibility as are key to creating credibility and trust a business partner in business practice. That is why the 5 Volkswagen Group sees great value in systematically implementing its legal framework, intragroup guidelines and corporate values, and by communicating them clearly.

This also includes distributing our products and services exclusively through our authorized distribution partners.

The Volkswagen Group’s responsibility as a business partner specifically gives rise to the following principles:

23 Volkswagen Group of America: Code of Conduct Our responsibility as a business partner 24 Conflicts of interest Gifts, hospitality and invitations

BACKGROUND BACKGROUND There is a potential conflict of interest MY CONTRIBUTION Benefits in the form of gifts, hospitality MY CONTRIBUTION if the private interests of one of our and invitations are prevalent in I avoid even the appearance of any I familiarize myself with the employees clash or could clash with business relationships. These benefits conflict of interest and disclose guidelines on handling gifts, the interests of the Volkswagen are not a cause for concern as long any apparent or actual conflicts hospitality and invitations, and Group. Such a conflict of interest as they are within reason and do not of interest to my superior and strictly abide by them. may arise particularly as a result contravene any internal or statutory the appropriate human resources of secondary employment. If an rules. However, if such benefits exceed department. We jointly seek a I check my conduct in this regard employee places his/her personal what is reasonable and are misused to solution that is not detrimental to to see whether there may be any interests above those of the Company, influence third parties, those involved the Company’s interests. conflicts of interest or whether it could damage the Company. may be liable to prosecution. any could arise.

CORPORATE PRINCIPLE CORPORATE PRINCIPLE We respect the personal interests Our internal guidelines on handling and the private lives of our colleagues. gifts, hospitality and invitations set However, it is important to us to out what benefits are appropriate avoid conflicts between private and what steps must be taken when and business interests, or even the accepting and granting benefits. appearance of such a conflict. All our decisions are made exclusively on the basis of objective criteria and we do not allow ourselves to be swayed by personal interests or relations.

EXAMPLE EXAMPLE Your boss asks you to review bids from several suppliers of plastic components. An employee from a Volkswagen Group of America supplier gives you a You discover that one of the most favorable bids is from the company of a good valuable birthday gift. friend. What do you do? Even if you are of the opinion that accepting this gift does not affect business Inform your superior of the situation and withdraw from the decision-making relationships, the value of the gift should not exceed the value set out in the process to avoid any appearance of a conflict of interest. relevant internal guidelines on gifts. When in doubt, do not accept the gift. If you are concerned that rejecting the gift could be misconstrued, contact your superior and agree on a solution with him/her. When in doubt, discuss with the Compliance team. The handover of the gift will be documented for your personal protection.

25 Volkswagen Group of America: Code of Conduct Our responsibility as a business partner 26 Prohibition of corruption Dealings with officials and holders of political office BACKGROUND BACKGROUND Corruption is dishonest or fraudulent MY CONTRIBUTION Dealings with officials or holders behavior by those in power, typically MY CONTRIBUTION involving bribery. Corruption is a I never bribe others and I never of political office, governments, serious problem in commercial trade. It accept a bribe, either directly authorities and other public I am aware that particularly generates decisions based on improper or indirectly. institutions often involve special strict rules apply when dealing statutory rules, any individual with public contract awarders grounds and prevents progress and I take responsibility for informing breach of which may have serious and I familiarize myself with innovation as well as distorting myself by consulting the internal consequences and could permanently these rules. My contact is competition and damaging society. rules before I give or accept gifts, bar the Volkswagen Group from public Government Relations. Corruption is prohibited. It may incur issue or accept invitations, or offer contract awards. fines for the Volkswagen Group and or receive hospitality. sanctions under criminal law for the CORPORATE PRINCIPLE employees involved. If I receive any corruption-related Our contacts with officials and holders information, I immediately inform of political office are strictly in line CORPORATE PRINCIPLE one of the contacts listed in with all laws and legislation as well as The quality of products and services chapter 7. from our Company is the key to our the relevant internal rules concerning success. Consequently, we do not the avoidance of conflicts of interest tolerate corruption. We grant benefits and corruption. We do not make any to business partners, customers or “facilitation payments”. Such payments other external third parties only within are sums paid to officials to accelerate the permissible legal framework and in routine administration matters. line with existing rules.

EXAMPLE EXAMPLE You are responsible for sales for a Volkswagen Group of America brand and You know that an authority is planning a call for tender for a major contract. would like to outstrip this year’s revenue target. You prepare a bid for a major You consider asking the authority’s employee responsible for the tender, who contract where a potential customer has issued a call for tender. The relevant you know from a previous project, to design the tender in such a way that the decision maker on the customer side offers to influence award of the contract Volkswagen Group of America wins the contract. in favor of your company in return for an appropriate consideration. Do not under any circumstances take any such action. Exerting this kind of This is corrupt behavior. Inform your superior and the Chief Compliance Officer influence would be illegal. immediately (see the contacts listed in chapter 7).

27 Volkswagen Group of America: Code of Conduct Our responsibility as a business partner 28 Prohibition of money laundering and terrorism financing BACKGROUND CORPORATE PRINCIPLE Laws against money laundering We carefully check the identity of and terrorism financing are in place customers, business partners and in almost all countries worldwide. other third parties with whom we wish Money laundering occurs when funds to do business. It is our declared aim to or other assets originating directly conduct business solely with reputable or indirectly from criminal offenses partners who operate in line with legal are put into circulation in the legal provisions and who use resources from economy, making their source appear legitimate sources. legal. Terrorism financing occurs when money or other resources is/are made We assign incoming payments to the available to commit criminal acts corresponding services without delay of terrorism or to support terrorist and post them accordingly. We ensure organizations. Liability for money transparent and open cash flows. laundering does not require the person involved to be aware that money is being laundered through the legal MY CONTRIBUTION transaction concerned or the transfer I take no action whatsoever that concerned. Inadvertent involvement may violate money laundering in money laundering may already be provisions at home or abroad. sufficient grounds for serious penalties I am vigilant and investigate for everyone involved. any suspicious conduct on the part of customers, business partners and other third parties. If there is information providing sufficient grounds for suspicion, I immediately get in touch with the Chief Compliance Officer, the head of Internal Audit or one of the EXAMPLE contacts listed in chapter 7. One of the Volkswagen Group’s customers in Asia has overpaid and asks for the I abide by all applicable provisions excess amount to be repaid by transferring it to an account held in Switzerland or for recording and posting by paying it in cash instead of via bank transfer to the original business account. transactions and contracts within Do not accept the suggestion readily. This kind of request requires an explanation. my area of responsibility in the Ask the customer why the amount cannot be repaid in the same way it was accounting system. originally paid. Seek advice from any of the contacts listed in chapter 7.

29 Volkswagen Group of America: Code of Conduct Our responsibility as a business partner 30 Accounting and financial reporting Taxes and customs

BACKGROUND BACKGROUND The Volkswagen Group can build and MY CONTRIBUTION Our global operations and the MY CONTRIBUTION retain the trust of the general public, development of new markets mean I organize processes so that all its shareholders and contract partners that we must comply with a raft I design internal structures and business financial data can be only through proper accounting of different regulations relating to processes in such a manner as to entered into the accounting and correct financial reporting. external trade, tax and customs law. ensure that the taxes and customs system correctly and promptly. Any irregularities may have serious Observing tax and customs regulations to be paid by the respective Group If I have any questions about the consequences for the Company as well builds trust with customers, financial companies are calculated correctly, correct recording of data, I contact as for those responsible. authorities and the general public. promptly and in full, are disclosed my superior or the appropriate Any irregularities can cause significant in reporting, and are paid to the finance department. CORPORATE PRINCIPLE financial damage to the Volkswagen appropriate fiscal authorities. We strictly comply with the statutory Group, also seriously impacting If I have information concerning provisions for proper accounting and the Group’s reputation and having financial reporting. Transparency and the infringement of tax and negative consequences for the customs regulations in my area of correctness are our top priorities. employees responsible as well. To that end, we regularly inform all responsibility, I undertake every capital market players of our financial CORPORATE PRINCIPLE action I can to prevent or stop this position and business developments. We are aware of our social infringement. If that is not possible, We publish our periodic financial responsibility to meet our obligations I get in touch with the appropriate statements punctually in accordance with regard to taxes and customs, and contact person in the tax and with national and international we explicitly endorse compliance with customs department. accounting regulations. national and international legislation.

EXAMPLE EXAMPLE You urgently need new equipment. However, the budget in your department You are responsible for entering certain business transactions, such as general for the current fiscal year has already been used up. You consider acquiring the overheads (maintenance expenses) and production costs, in the statutory equipment nevertheless and posting the cost in the next fiscal year when your financial statements. One project exceeds certain controlling parameters early budget is replenished. in the financial year. You therefore receive instructions to make an entry under maintenance expenses even though the transaction unquestionably relates to Refrain from taking such action. Entries must always be posted accurately. an investment and must therefore be treated as capitalized production costs. Posting entries inaccurately may have serious consequences for the company or individual employee. Post the entry in line with legal requirements. Additionally, report the employee giving the instructions to wrongly categorize the transaction to management. All business transactions must be correctly reported pursuant to commercial law and tax regulations because these accounting records form the basis for tax returns. Accounting errors could therefore result in incorrect tax returns and lead to serious consequences under tax and customs law for the Company and the employees responsible.

31 Volkswagen Group of America: Code of Conduct Our responsibility as a business partner 32 Fair and free competition

BACKGROUND CORPORATE PRINCIPLE Fair and free competition is protected We conduct business solely on by the applicable competition and the basis of merit and market antitrust legislation. Complying with economy principles, as well as free this legislation ensures that market and unhindered competition. We competition is not distorted — which like to measure ourselves against is to the benefit and in the interest our competitors, always abiding by of all market players. In particular, rules and regulations and observing agreements and concerted practices ethical principles. between competitors intended to achieve or effect the prevention or We do not enter into any anti- restriction of free competition are competitive agreements with prohibited. Abusing a dominant competitors, suppliers or customers. market position is also inadmissible. If our Company holds a dominant Such abuse can, for example, take market position, we do not abuse the form of treating customers this position. differently for no objective reason We comply with the specific (discrimination), refusal to supply, antitrust provisions for distribution imposing unreasonable purchase/ systems in our dealings with our selling prices and conditions, or authorized distribution partners. unjustified tie-in arrangements for the requested additional service. Anti-competitive conduct has the potential not only to significantly MY CONTRIBUTION damage the Volkswagen Group’s Whenever I come into contact EXAMPLE good reputation, but also to incur with competitors, I ensure that You talk to a competitor’s employee at a trade fair. After a while, you notice severe fines and penalties. no information is imparted you are being sounded out for information about the Volkswagen Group of or received that allows America’s future business planning. In return, the employee offers to divulge conclusions to be drawn about the same information about his company. the informer’s current or future business conduct. Immediately make it absolutely clear to the competitor’s employee that you will not talk to him about such issues. This type of conversation — apart from I avoid conversations or any the unauthorized disclosure of business secrets — is also a breach of prevailing other contact with competitors competition and antitrust legislation and could have drastic consequences about issues that are important for you personally, the Group, and both the competitor’s employee and his among the competition. Such company. Document this conversation and inform the appropriate Compliance issues include prices, pricing, Officer immediately. business planning, development statuses and delivery times.

33 Volkswagen Group of America: Code of Conduct Our responsibility as a business partner 34 Procurement Export control

BACKGROUND BACKGROUND The Volkswagen Group is MY CONTRIBUTION Export control can impose prohibitions, MY CONTRIBUTION contractually bound to a large restrictions, approvals from authorities I show no bias in favor of a number of suppliers and service or other monitoring measures on When making a decision supplier or service provider providers in its business operations. the cross-border exchange of goods. concerning the import or export of without an objective reason, and I These provisions under export control products and services, I consciously avoid any conflict of interest. CORPORATE PRINCIPLE legislation apply to technologies examine whether the decision may We carefully select suppliers fall under export control. When I do not purchase any products and software as well as goods. Apart and service providers based on in doubt, I seek advice from my or services without first having from exports per se, export controls objective criteria. management or from the legal looked at the market and may also apply to the temporary cross-border transfer of, for instance, department. When purchasing products and alternative suppliers. I follow the objects and technical drawings services, we involve the appropriate relevant procurement principles taken on a business trip, or technical purchasing departments as laid and involve the appropriate transmissions by e-mail or cloud. down in the applicable procurement purchasing department at an early stage in the purchasing process. guidelines. Furthermore, any business with persons or companies named in sanctions lists is strictly prohibited, regardless of the delivery process.

CORPORATE PRINCIPLE We comply with all provisions for importing and exporting goods, services and information.

EXAMPLE EXAMPLE It comes to your attention that a Volkswagen Group of America employee You receive an inquiry from a potential customer wishing to place an order would like to commission a supplier without involving the appropriate with the Volkswagen Group of America to supply products in a country that purchasing department. the Group has listed as an embargoed country.

Notify one of the contacts listed in chapter 7 or the appropriate purchasing Clarify the matter by asking the relevant department about export restrictions department to ensure that the bid that is most cost-effective for the Company that apply to the country to be supplied (e.g. a UN embargo) and do not has a chance. conclude any contracts that bind the Company to export to this country until the issue has been fully clarified.

35 Volkswagen Group of America: Code of Conduct Our responsibility as a business partner 36 Prohibition of insider trading

BACKGROUND Various US laws (for example U.S. MY CONTRIBUTION SEC Rule 10b5-1 and other Federal I do not engage in insider Securities laws) prohibit the use or trading nor do I make any such disclosure of inside information in recommendations to any third the trading of shares, other securities party or incite any third party or financial instruments. The same to engage in insider trading. applies to recommending or inciting a Furthermore, I do not divulge third party to engage in insider trading inside information unless this and to the unlawful disclosure of is required during the course of inside information. Pertinent national my normal work, and I comply legislation may stipulate further with the relevant internal rules. prohibitions. Inside information is I undertake to familiarize myself information of a precise nature that with the applicable internal rules. has not been made public and that, if it were made public, would be likely to If I have access to inside have a significant effect on the price of information, I do not purchase the relevant security (e.g. Volkswagen or sell any securities or financial shares) or financial instrument. instruments based on this information. This applies not only CORPORATE PRINCIPLE to trading with shares of listed We handle information pertaining companies belonging to the to share performance in accordance Volkswagen Group of America or with capital market requirements and derivatives thereof, but also to do not tolerate any insider trading. trading with securities or financial We may use knowledge relating to instruments in general (i.e. also insider-relevant projects and processes those of suppliers). only internally in accordance with the EXAMPLE applicable intracompany rules and You learn through your work with Volkswagen Group of America that the may not divulge such knowledge to acquisition of a new business is going to be announced soon. You know that any outside party, including family a very good friend is currently considering whether to sell his Volkswagen members (e.g. a spouse). shares. Since the price of Volkswagen’s shares will likely rise once acquisition of the new area of business has been announced, you consider telling your friend that he should hold off on selling his shares.

Do not tip your friend off under any circumstances. Since the information of which you are aware is not public, but inside knowledge, you are not permitted under any circumstances to share this knowledge with others. Transmitting this knowledge directly or indirectly would make you liable to prosecution.

37 Volkswagen Group of America: Code of Conduct Our responsibility as a business partner 38 It is in the fundamental interests of Our responsibility the Volkswagen Group to protect the in the workplace health and safety of every employee. 6 The principle of protection and security also applies to employee and customer data as well as company-specific know- how and company assets.

The Volkswagen Group’s responsibility in the workplace specifically gives rise to the following principles:

39 Volkswagen Group of America: Code of Conduct Our responsibility in the workplace 40 Occupational safety and healthcare Data protection

BACKGROUND BACKGROUND The Volkswagen Group is committed MY CONTRIBUTION There are special laws to protect the MY CONTRIBUTION to its responsibility for the safety privacy and security of an individual’s and health of its employees. We I comply with occupational personal data. As a general rule, I ensure that personal data is provide occupational safety and health and safety rules. I never collecting, storing, processing and collected, stored, processed, health policies in line with the put the health and safety of my other use of personal data require shared or used in a manner provisions of national regulations colleagues or business partners the consent of the person concerned, consistent with the Company’s and with the occupational health at risk. I take all appropriate and a contractual arrangement or some legal obligations, policies, and and safety policy of the Company. statutory precautions to ensure other legal basis. procedures, which may, depending that my workplace always enables on the circumstances, require the CORPORATE PRINCIPLE safe working. I make an active CORPORATE PRINCIPLE Company to provide notice and We preserve and promote the contribution to maintaining We protect the privacy and security of consent, handle the data under a health, performance and job and promoting my health by the personal data of employees, former contractual arrangement, or under satisfaction of our employees voluntarily participating in employees, customers, suppliers and some other legal basis. through continuous improvements preventive healthcare and health other affected parties. in the working environment and a promotion measures. All personal data must be secured raft of preventive healthcare and We collect, gather, process, use, share in a manner designed to protect the health promotion measures. and store personal data strictly in confidentiality, integrity, availability, accordance with applicable law. verifiability and reliability of such data, and to prevent unauthorized internal or external access.

When in doubt, I contact my superior or the Privacy Office within the Office of General Counsel.

EXAMPLE EXAMPLE You notice that a machine in your department has an electronic fault. You have organized a seminar for the Volkswagen Group of America with external participants and receive personal data from the participants for Take the machine out of operation and make sure the “out of order” sign it. A colleague asks you to pass the addresses on. is clearly displayed. Ask the appropriate department to repair the machine because repairing electrical equipment yourself is not permitted and could Do not pass this data on without consulting one of the contacts be dangerous. mentioned above. As a general rule, data may be used only for the purpose for which it was communicated.

41 Volkswagen Group of America: Code of Conduct Our responsibility in the workplace 42 Security and protection of information, IT security know-how and intellectual property BACKGROUND BACKGROUND Information technology (IT) and MY CONTRIBUTION The Volkswagen Group holds MY CONTRIBUTION electronic data processing (EDP) internationally protected patents have become an integral part of I familiarize myself with and also has extensive trade and I handle all Volkswagen Group everyday life at the Volkswagen the applicable IT security business secrets in addition to information carefully and do Group. At the same time, they involve regulations and observe the technical know-how. This knowledge not disclose it to unauthorized numerous risks, foremost of which rules contained therein. is the basis of our business persons. I take particular care with are impairment of data processing as I am aware that unencrypted success. Unauthorized or unsecure regard to information relating to a result of malware (viruses), loss of data exchange (e.g. by e-mail or transmission of such knowledge may technical know-how, patents, and data due to program errors, and data USB stick) is not a secure means lead to extremely high losses for the trade and business secrets. misuse (e.g. due to hackers). of communication. Company and to consequences under labor, civil and criminal law for the CORPORATE PRINCIPLE employee concerned. We respect IT and EDP security and abide by the applicable regulations. CORPORATE PRINCIPLE We are aware of the value of Company know-how and take great care to protect it. We respect the intellectual property of competitors, business partners and other third parties.

EXAMPLE EXAMPLE You are involved in the development of an innovative technology. You are to You are out of the office and are given a USB stick in order to exchange a present your development at various Company sites and want to take your document at a meeting. laptop, on which the relevant documents are saved, with you for presentation purposes. You intend to go over these documents again on the plane or the Use only Volkswagen data carriers or data exchange systems and proceed train on the way to the individual sites. according to the guidelines for information classification. Arrange for the document to be e-mailed to you, for example. Never open e-mails or Ensure that no one obtains knowledge of sensitive information belonging to attachments that appear to be suspicious or that come from unknown the Volkswagen Group of America, as this could lead to serious competitive e-mail addresses. That is how you prevent malware from entering the disadvantages. Do not retrieve this type of information in places where third Company network. parties can access it or take note of it.

43 Volkswagen Group of America: Code of Conduct Our responsibility in the workplace 44 Handling company assets

BACKGROUND The Volkswagen Group’s tangible and MY CONTRIBUTION intangible assets serve to help our employees achieve the Company’s I adhere to the Company’s rules business objectives and may be used and exercise care when handling only for business purposes. company assets.

CORPORATE PRINCIPLE We respect the Company’s tangible and intangible assets and do not use them for non-business purposes. Employees should not expect that any message stored or transmitted over the company’s electronic data processing equipment, including Company assets such as cellphones, is or will remain private. The Company reserves the right to monitor, access, and remove any message, file, database, graphic, or other material from its information systems.

EXAMPLE Your soccer club is planning a weekend trip. The trainer asks whether you, as a Volkswagen Group of America employee, can “organize” a vehicle from the Company fleet.

Company vehicles can generally be rented by employees at market conditions. You cannot be given a vehicle free of charge for private use, nor can such a vehicle be made available to third parties.

45 Volkswagen Group of America: Code of Conduct Our responsibility in the workplace 46 In this section, you will find various internal and external points of contact 7 Support relating to the Code of Conduct.

47 Volkswagen Group of America: Code of Conduct Support 48 Employee representation Help / contacts / whistleblower system

We recognize the basic right of all The first point of contact for any The whistleblower system operates employees to establish trade unions questions or uncertainties regarding fair and transparently, ensuring the and decide the questions of employee the Code of Conduct should be a Company and the whistleblowers representations. supervisor or Human Resources. are protected. With regard to Employees can also contact the persons implicated, the presumption We are committed to working with Volkswagen Group of America Chief of innocence applies for as long as a employee representatives in candor Ethics & Compliance Officer or send regulatory violation is not proven. and trust, to conducting a constructive an e-mail to: More information can be found in and cooperative dialogue, and to GRC-07: Whistleblower Policy. striving for a fair balance of interests. [email protected] Professional dealings with employee VWGoA Reporting Channels: representatives that do not allow Suspected violations of the Code of either privilege or discrimination are Conduct or Serious Violations, as Phone: 1.888.228.7317 part of our corporate culture. defined by GRC-07: Whistleblower Online:vwgoa.ethicspoint.com Policy, should be reported to the Safeguarding the future of Volkswagen Compliance, Ethics & Risk team Mailing address: and its employees is achieved through one of the available reporting Volkswagen Group of America in a spirit of cooperative conflict channels. Reported information is ATTN: Compliance management and social commitment, considered confidential, however 2200 Ferdinand Porsche Drive on the basis and with the goal of employees have the option to remain ensuring economic and technological anonymous. Herndon, VA 20171 competitiveness. Economic viability Volkswagen Group Germany and jobs are equal and shared goals. Managers are required to report Whistleblower System: reasonable suspicions concerning Serious Violations. Managers failing to Phone: 1-833-657-1574 comply with this obligation are Email: [email protected] committing a Serious Violation and Further information on the may be subject to disciplinary action. Volkswagen Group Germany whistleblower system is available on Misuse of the whistleblower system is the internet at: https:// not tolerated: knowingly submitting www.volkswagenag.com/en/group/ false information to the compliance-and-risk-management/ whistleblower system is considered a whistleblowersystem.html Serious Violation and may result in disciplinary action. Equally, VWGoA does not tolerate retaliation or discrimination against whistleblowers.

49 Volkswagen Group of America: Code of Conduct Support 50 Self-test for decision guidance

If at any time I am unsure whether my behavior complies with the principles set out in our Code of Conduct, I should ask myself the following questions:

1. Did I take all relevant matters into consideration and weigh them properly? (content test)

2. Am I confident that my decision is within the constraints of legal and company requirements? (legality test)

3. Do I stand by my decision when it is revealed? (supervisor test)

4. Am I in favor of all such cases being decided the same way company-wide? (universality test)

5. Do I still think my decision is right when my company has to justify it in public? (public test)

6. Would I accept my own decision if I were affected? (involvement test)

7. What would my family say about my decision? (second opinion)

If my answer to questions 1-6 is “yes” and the answer to question 7 is positive, my behavior is very likely to be compliant with our principles. If questions remain unanswered or if I have any doubts, I should get in touch with any of the points of contact listed in chapter 7.

51 Volkswagen Group of America: Code of Conduct Support 52 Integrity first. Excellence always.

Version 2.2