Porsche 2011 Annual Report Download - page 16

At its meeting on 7 March 2011 the audit committee focused on the financial statements for the
short fiscal year 2010, the current risk report and the business planning for the fiscal year 2011. Further-
more, the audit committee issued its recommendation regarding the election of the auditor for the fiscal year
2011. At the consecutive meeting on 29 April 2011 the audit committee discussed the interim report for the
first quarter 2011 and the current risk report and has been informed about the successfully completed capital
increase. The meeting on 27 July 2011 focused on the half-year financial report 2011, the evaluation of the
put and call options regarding the remaining shares of Porsche SE in Porsche Zwischenholding GmbH as well
as the audit assignment, the key areas of the audit and the fees arrangement with the auditor for the fiscal
year 2011. At its last meeting in the fiscal year 2011 on 26 October 2011 the audit committee discussed in
particular the interim report for the third quarter 2011 and the current risk report. The audit committee also
examined the liquidity-neutral adjustment of the valuation of the put and call options agreed between Porsche
SE and Volkswagen AG regarding the remaining 50.1% of the shares of Porsche SE in Porsche Zwischenholding
GmbH. The adjustment was required because, in their merger negotiations, Porsche SE and Volkswagen AG
could not agree on the exchange ratio and the preparations for the merger had been terminated on 8 Sep-
tember 2011.
Nomination committee
The nomination committee provides the supervisory board with recommendations for the supervisory
board's proposal to the annual general meeting concerning the election of supervisory board members. The
nomination committee consists of the supervisory board chairman, who is at the same time the chairman of
the nomination committee, and three other shareholder representatives. The current members of the nomina-
tion committee are Dr. Wolfgang Porsche, who chairs the committee and Prof. Dr. Ferdinand K. Piëch,
Dr. Hans Michel Piëch and Dr. Ferdinand Oliver Porsche.
The nomination committee did not hold any meetings during the reporting period.
Capital increase committee
By way of circular resolutions initiated on 23 February 2011 the supervisory board established the
capital increase committee. The task of capital increase committee was to decide, in lieu of the plenum of the
supervisory board, about the approval of the individual measures for the capital increase proposed by the
executive board pursuant to the capital increase resolution of the annual general meeting of Porsche SE on
30 November 2011 and the adjustment of the wording of Sec. 4 (1) of the articles of association of Porsche
SE (share capital) in accordance with the amount of the implementation of the capital increase.
The capital increase committee was established for the time period ending 30 August 2011. At the
end of that date the capital increase committee was dissolved. The capital increase committee consisted of
six members in total, Messrs. Dr. Wolfgang Porsche, Uwe Hück, Prof. Dr. Ulrich Lehner, Hans Baur, Bernd
Osterloh and Dr. Hans Michel Piëch. Dr. Wolfgang Porsche was nominated as chairman of the capital increase
committee and Mr. Uwe Hück as deputy chairman.
REPORT OF THE SUPERVISORY BOARD16