Invitation to the Annual Shareholders’ Meeting

Continental Aktiengesellschaft

Hanover

ISIN: DE0005439004
WKN: 543900

Unique identifier of the event:
428475befed0f011b55096c6c2a55906

Invitation to the Annual Shareholders’ Meeting

We invite our shareholders to the

Annual Shareholders’ Meeting

on Thursday, April 30, 2026, at 10:00 a.m. (CEST),

to be held at the

Kuppelsaal, Hannover Congress Centrum,
Theodor-Heuss-Platz 1-3, 30175 Hanover, Germany.
 

As usual, the Annual Shareholders’ Meeting will be transmitted in full as an audio-visual livestream, also accessible to the general public, online at www.continental.com/en/asm. Information on the Annual Shareholders’ Meeting, especially on the rights of the shareholders, can also be found under this link.

I.                    Agenda

Documents for the Annual Shareholders’ Meeting

• Pursuant to Section 176 (1) sentence 1 of the German Stock Corporation Act (Aktiengesetz – AktG), the Executive Board has made the following documents available:

• the adopted annual financial statements of Continental Aktiengesellschaft as at December 31, 2025
• the consolidated financial statements approved by the Supervisory Board as at December 31, 2025
• the combined management report of Continental Aktiengesellschaft and of the Group for fiscal 2025
• the report of the Supervisory Board
• the proposal of the Executive Board on the appropriation of net income

• Furthermore, the Executive Board has made available the explanatory report of the Executive Board on the information provided pursuant to Section 289a and Section 315a of the German Commercial Code (Handelsgesetzbuch – HGB).
• These documents are available online at www.continental.com/en/asm. The corporate governance statement and the report on corporate governance are also available under this link.
• The Supervisory Board approved the annual financial statements and consolidated financial statements prepared by the Executive Board at its meeting on March 18, 2026. Accordingly, the Annual Shareholders’ Meeting is not required to take a resolution on agenda item 1 pursuant to the statutory provisions.
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Resolution on the appropriation of net income

• The Executive Board and the Supervisory Board propose that the net income of Continental Aktiengesellschaft for fiscal 2025 in the amount of EUR 4,437,056,771.21 is appropriated as follows:

• Pursuant to Section 58 (4) sentence 2 AktG, the claim to payment of the dividend is due on the third business day following the resolution of the Annual Shareholders’ Meeting, i.e. on May 6, 2026.
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Resolution on the ratification of the actions of the Executive Board members for fiscal

• The Executive Board and the Supervisory Board propose that the actions of the members of the Executive Board in office in fiscal 2025 be ratified for this period.
• Voting procedures will foresee voting on such proposal with respect to each member of the Executive Board individually.
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Resolution on the ratification of the actions of the Supervisory Board members for fiscal

• The Executive Board and the Supervisory Board propose that the actions of the members of the Supervisory Board in office in fiscal 2025 be ratified for this period.
• Voting procedures will foresee voting on such proposal with respect to the ratification of each member of the Supervisory Board individually.
• A list containing information on the attendance of individual Supervisory Board members at plenary and committee meetings of the Supervisory Board in fiscal 2025 can be viewed online at www.continental.com/en/asm.
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5.                      Resolution on the appointment of the auditor and Group auditor and of the auditor for the review of interim financial reports for fiscal 2026

• Based on the recommendation of the Audit Committee, the Supervisory Board proposes that the following resolutions be adopted:

5.1                    PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, Hanover branch, is to be appointed auditor and Group auditor for fiscal 2026.

5.2                    PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, Hanover branch, is to be appointed auditor for the review (if any) of interim financial reports to be performed in fiscal 2026.

• The Audit Committee stated that its recommendation is free from influence by a third party and that no clause of the kind referred to in Article 16 (6) of Regulation (EU) No. 537/2014 (EU Audit Regulation) has been imposed upon it.
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6.                      Resolution on the appointment of the auditor of sustainability reporting for fiscal 2026

• German legislation has yet to adopt into national law Directive (EU) 2022/2464 in the version amended by Directive (EU) 2025/794 (CSRD), which includes requirements governing sustainability reporting and its auditing, even though the deadline for implementation has passed. Article 37 of Directive 2006/43/EC (EU Audit Regulation) in the version of Directive (EU) 2022/2464 (CSRD) stipulates that the statutory auditor or audit firm for the purpose of confirming sustainability reporting shall be appointed by the general meeting of shareholders or members of the entity to be audited. It can be assumed accordingly that, pursuant to German law, the auditor of sustainability reporting is to be elected by the Annual Shareholders’ Meeting.
• Based on the recommendation of the Audit Committee, the Supervisory Board therefore proposes that the following resolution be adopted:

PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, Hanover branch, is to be appointed for fiscal 2026 as auditor of sustainability reporting within the meaning of Directive (EU) 2022/2464 in the version amended by Directive (EU) 2025/794 (CSRD). This is a precautionary measure for the event that German legislation to implement Directive (EU) 2022/2464 regarding sustainability reporting by companies in the version amended by Directive (EU) 2025/794 (CSRD) requires that this auditor is explicitly appointed by the Annual Shareholders’ Meeting, i.e. if the audit of sustainability reporting for fiscal 2026 is therefore not already the responsibility of the auditor pursuant to the German legislation to implement Directive (EU) 2022/2464 in the version amended by Directive (EU) 2025/794 (CSRD).

• The Audit Committee has stated that its recommendation is free from influence by a third party and that no clause of the kind referred to in Article 16 (6) of Regulation (EU) No. 537/2014 (EU Audit Regulation) has been imposed upon it.
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7.                      Resolution on the approval of the remuneration report

• The Executive Board and Supervisory Board have prepared a report in accordance with Section 162 AktG on the remuneration granted and owed to the individual current or former members of the Executive Board and Supervisory Board in fiscal 2025, which will be submitted to the Annual Shareholder’s Meeting for approval in accordance with Section 120a (4) AktG.
• The remuneration report was audited by the auditor in accordance with Section 162 (3) AktG to ascertain whether the legally required information pursuant to Section 162 (1) and (2) AktG had been provided. An audit of its content beyond the legal requirements was also conducted by the auditor. Certification of the audit of the remuneration report is appended to the remuneration report.
• The remuneration report for fiscal 2025 is available online at www.continental.com/en/asm.
• The Executive Board and the Supervisory Board propose that the remuneration report for fiscal 2025 created and audited in accordance with Section 162 AktG be approved.
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8.                      Election of the Supervisory Board

• The term of office of Ms. Sabine Neuß, Mr. Satish Khatu, Prof. Wolfgang Reitzle and Mr. Georg F. W. Schaeffler as shareholder representatives on the Supervisory Board will end with the close of the Annual Shareholders’ Meeting on April 30, 2026.
• In addition, Ms. Sabrina Soussan will stand for re-election at the Shareholders’ Meeting in recognition of recommendation C.15 sentence 2 of the German Corporate Governance Code (Deutscher Corporate Governance Kodex – DCGK), according to which an application for a judicial appointment of a Supervisory Board member on behalf of the shareholders will be limited to the next Annual Shareholders’ Meeting. Ms. Sabrina Soussan was appointed as a Supervisory Board member by order of the Hanover Local Court dated September 22, 2025, after the following two shareholder representatives had resigned their respective mandates: Stefan E. Buchner with effect from the end of September 4, 2025, and Dr. Gunter Dunke with effect from the end of September 17, 2025. Both resignations were related to the Spin-off of Continental Aktiengesellschaft’s investment in Continental Automotive Technologies GmbH (now operating under the name AUMOVIO Germany GmbH) to Continental Automotive Holding SE (now operating under the name AUMOVIO SE), which was resolved by the Annual Shareholders’ Meeting on April 25, 2025, and took effect on September 17, 2025 (“AUMOVIO Spin-off”).
• Pursuant to Section 10 (1) sentence 1 of the Articles of Incorporation in conjunction with Sections 96 (1), 101 (1) AktG and Section 7 (1) sentence 1 no. 3 of the German Employee Co-Determination Act (Mitbestimmungsgesetz – MitbestG), the Supervisory Board of Continental Aktiengesellschaft is composed of ten shareholder representatives and ten employee representatives. In order to adapt the size of the Supervisory Board to the statutory framework following the AUMOVIO Spin-off, the Supervisory Board is to be comprised of 16 members, made up of eight representatives each of the shareholders and the employees (at least until the expiry of the terms of office of the employee representatives on the Supervisory Board, i.e. until the close of the Annual Shareholders’ Meeting that resolves on the ratification of the Supervisory Board for fiscal 2028).
• In addition, the Supervisory Board must consist of at least 30 percent women and at least 30 percent men, whereby the number of persons must be rounded up or down mathematically to a whole number pursuant to Section 96 (2) sentence 4 AktG. This minimum ratio must be fulfilled by the Supervisory Board as a whole (Section 96 (2) sentences 1 and 2 AktG). Due to an objection by the employee representatives on the Supervisory Board against fulfillment of the ratio by the Supervisory Board as a whole according to Section 96 (2) sentence 3 AktG, the minimum ratio must be fulfilled separately by the side of the shareholder representatives and by the side of the employee representatives. As a result, the Supervisory Board must be composed of at least three women and at least three men on both the side of the shareholder representatives and on the side of the employee representatives.
• The Supervisory Board proposes that the persons named under 8.1 and 8.2 below be elected with effect from the close of the Annual Shareholders’ Meeting on April 30, 2026, until the close of the Annual Shareholder’s Meeting that resolves on the ratification of the Supervisory Board for fiscal 2029 (i.e. for around four years):

8.1                    Mr. Georg F. W. Schaeffler, Dallas (USA) and Herzogenaurach (Germany), shareholder of INA-Holding Schaeffler GmbH & Co. KG and Managing Director of IHO Verwaltungs GmbH

8.2                    Ms. Sabrina Soussan, Meggen (Switzerland), member of the Shareholders’ Committee at Henkel AG & Co. KGaA

• The Supervisory Board further proposes that the persons named under 8.3 to 8.4 below be elected with effect from the close of the Annual Shareholders’ Meeting on April 30, 2026, until the close of the Annual Shareholder’s Meeting that resolves on the ratification of the Supervisory Board for fiscal 2027 (i.e. for around two years):

8.3                    Mr. Satish Khatu, Naples (USA), Management Advisor

8.4                    Ms. Sabine Neuß, Mömbris, Managing Director of Production / COO at Brose SE

• Voting procedures will foresee voting on the above nominations with respect to each member of the Supervisory Board individually.
• The nominated Supervisory Board candidates are currently already members of the Supervisory Board. The Supervisory Board’s nominations, which are based on the recommendation of its Nomination Committee, reflect the intention to maintain continuity within the board during the current phase of the Continental Group’s transformation. The nominations also take into account the objectives resolved by the Supervisory Board for its composition and are aimed at meeting the profile of skills and expertise developed by the Supervisory Board for the body as a whole.
• The profile of skills and expertise and an overview of how the candidates meet these requirements can be viewed online at www.continental.com/en/asm. The resumes of the Supervisory Board candidates nominated for election are printed in section II of the invitation (further information on agenda items) under points 1.1 and 1.2.
• Mr. Georg F. W. Schaeffler, together with his mother, Ms. Maria-Elisabeth Schaeffler-Thumann, indirectly holds shares representing 46.00% of the voting share capital of Continental Aktiengesellschaft. It is furthermore declared, with a view to recommendation C.13 DCGK, that in the opinion of the Supervisory Board, none of the nominated Supervisory Board candidates maintain any personal or business relationship with Continental Aktiengesellschaft or its affiliated companies, the governing bodies of Continental Aktiengesellschaft or any shareholder holding a significant participation in Continental Aktiengesellschaft that an objectively judging shareholder would consider decisive for their election decision. In the opinion of the Supervisory Board, all nominated Supervisory Board candidates are to be regarded as independent from Continental Aktiengesellschaft and its Executive Board (recommendation C.7 DCGK) and, with the exception of Mr. Georg F. W. Schaeffler, are also independent from the controlling shareholder (recommendation C.9 DCGK). Finally, the Supervisory Board has verified that the nominated Supervisory Board candidates are able to dedicate the time expected to exercise the office.
• Finally, Ms. Sabrina Soussan is to be nominated as a candidate for chairperson of the Supervisory Board.

9.                      Resolution on the approval of a settlement between Continental Aktiengesellschaft, D&O insurers, six former members of the Executive Board and a former employee of Continental Aktiengesellschaft for the comprehensive settlement of all claims by Continental Aktiengesellschaft against all persons insured under the D&O insurance of Continental Aktiengesellschaft, including all former and current board members, in connection with the so-called Diesel Issue (Liability and Coverage Settlement) and a related settlement between Continental Aktiengesellschaft and former member of the Executive Board Wolfgang Schäfer regarding payment and interest claims arising from his termination agreement of November 2021 (Annex to the Liability and Coverage Settlement)

• Background
• Continental Aktiengesellschaft (“Continental”) is pursuing claims for damages against six former members of its Executive Board, by name Dr. Karl-Thomas Neumann, Manfred Wennemer, Dr. Alan Hippe, Wolfgang Schäfer, José Avila and Dr. Elmar Degenhart (collectively, the “Former Executive Board Members”). The claims are based on breaches of duty of care in connection with the development, installation, distribution and other use of certain software functions in the engine control system of, among others, the engine EA 189 1.6 l (“EA 189”) of Volkswagen AG (“VW”) and other engine control systems, which led to deviations between emissions in test benchmarks and real-world operation (“Relevant Software”); this also includes all related matters, in particular the investigation and review at Continental after the publication of the Notice of Violation by the US Environmental Protection Agency on September 18, 2015, against VW (“VW NoV”) (altogether, the “Diesel Issue”). The claim was made on the basis of legal advice from the law firm Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”)
• Continental also believes it has claims for damages against its former General Counsel and Chief Compliance Officer (“Former CCO”) in connection with the Diesel Issue. Continental bases this on legal advice from the law firm Glade Michel Wirtz Partnerschaft von Rechtsanwälten mbB (“Glade”) and external employment law advisors.
• Continental maintains directors and officers liability insurance (“D&O Insurance”), which, in the relevant insurance program for 2020, consisted of a primary policy with AIG Europe S.A. (“AIG”) and various excess insurance policies with various insurers (collectively, the “D&O Insurers”).

• Requirement for approval by the Annual Shareholders’ Meeting
• On September 12, 2025, Continental has reached a settlement with the Former Executive Board Members, the Former CCO and the D&O Insurers regarding claims for damages and coverage, which is subject to the approval of Continental’s Annual Shareholders’ Meeting (“Liability and Coverage Settlement”).
• The Former CCO is not and was not a member of Continental's Executive Board. A settlement of claims against the Former CCO would therefore not require approval by the Annual Shareholders’ Meeting when viewed in isolation. However, since the claims for damages against the Former CCO are directly related to the Diesel Issue and the claims against the Former Executive Board Members, and since the Former CCO is an insured person under the D&O Insurance, the claims against him were included in the Liability and Coverage Settlement.
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• Key financial points

With the approval of the Annual Shareholders’ Meeting, the Liability and Coverage Settlement will take effect and the D&O Insurers will pay a settlement amount of around EUR 43.7 million. The Liability and Coverage Settlement does not provide for financial contributions from the Former Executive Board Members and the Former CCO. The relevant considerations in this regard are explained in the joint report of the Supervisory Board and the Executive Board on agenda item 9, under point 2.2.4.

• In September 2024, Continental reached an agreement with its former subsidiaries Vitesco Technologies GmbH and Vitesco Technologies Group AG (together “Vitesco”) to settle Vitesco’s potential compensation obligations to Continental in connection with the Diesel Issue. On the basis of this agreement, Vitesco paid Continental EUR 125 million with regard to the costs and liabilities incurred in the course of the investigations in connection with the Diesel Issue. Continental is, for its part, obliged under the agreement with Vitesco to share the settlement amount of around EUR 43.7 million with Schaeffler as the legal successor to Vitesco Technologies Group AG on a 50/50 basis after deduction of reasonable costs.

Effect for final settlement and indemnification obligation

• Due to the Liability and Coverage Settlement, all claims of Continental are settled against all persons insured under the D&O Insurance arising from or in connection with the Diesel Issue and arising from or in connection with their activities for Continental, its subsidiaries, other subordinate and affiliated companies and subsidiaries that were involved in the Diesel Issue but are not longer part of the Continental Group. This applies to all current and future, known and unknown, conditional and unconditional, foreseeable and unforeseeable claims of Continental. The settlement therefore covers not only the Former Executive Board Members and the Former CCO, but also persons who are not parties to the Liability and Coverage Settlement, including all current and former board members. This applies in particular to Former Executive Board Member Andreas Wolf, who, in Continental’s opinion, also committed a negligent breach of his duty of care but against whom Continental did not pursue claims. The relevant considerations in this regard are explained in the joint report of the Supervisory Board and the Management Board on agenda item 9, in particular under point 2.2.4.
• In the Liability and Coverage Settlement, Continental undertakes to fully indemnify the persons insured under the D&O Insurance and the D&O Insurers if claims are made against them in connection with the Diesel Issue. This applies in particular to cases where third parties make claims against the persons insured under the D&O Insurance and the D&O Insurers.
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• Continuing claims and limitation of D&O coverage
• It is still possible to pursue claims against all persons outside the D&O Insurance program. In Continental’s opinion, such claims exist against the initial legal advisors who were involved in the inadequate handling of the Diesel Issue from autumn 2015 to 2021 (“Initial Legal Advisors”). Continental is pursuing these claims separately in order to further reduce the total damage remaining with Continental.
• With effect from January 1, 2021, as agreed between the D&O Insurers and Continental, the D&O Insurers excluded coverage for claims asserted for the first time in connection with the “provision of illegal defeat devices for vehicle engines” under the D&O Insurance policy by means of a so-called specific matter exclusion. Against this background, Continental and the D&O Insurers have stated in the Liability and Coverage Settlement their opinion that there is no longer any coverage for claims for directors’ and officers’ liability in connection with the Diesel Issue that arose less than three years ago and therefore cannot yet be waived under the statutory provisions.
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• Settlement with the former Executive Board Member Wolfgang Schäfer
• In addition to the Liability and Coverage Settlement, Continental has concluded a settlement agreement with Wolfgang Schäfer regarding claims for payments from his termination agreement of November 2021 (including interest) on September 12, 2025; this termination agreement is related to the Diesel Issue because the employment contract with Wolfgang Schäfer was terminated against the background of the public prosecutor’s investigation. This settlement agreement is annex to the Liability and Coverage Settlement (“Annex”). According to this agreement, Continental will pay Wolfgang Schäfer a portion of the compensation initially withheld and the compensation to which he would have been entitled had his employment relationship continued. Wolfgang Schäfer waives the remainder.

Proposed resolution and further information

• The Liability and Coverage Settlement, including the Annex, requires the approval of the Annual Shareholders’ Meeting to be effective.
• The Supervisory Board and Executive Board propose:

The Liability and Coverage Settlement, including the Annex (settlement agreement between Continental and Wolfgang Schäfer), each dated September 12, 2025, between Continental Aktiengesellschaft, six former members of the Executive Board, one former employee, and the D&O Insurers in connection with the so-called Diesel Issue, with comprehensive effect for final settlement for all persons insured under the D&O insurance, including all former and current members of the executive bodies, is approved.

• The full text of the Liability and Coverage Settlement, including the Annex – with the exception of account details, contact information, the Fomer CCO’s real name, and signatures – is reproduced in section II of the invitation (further information on agenda items) under point 2.2. This also includes a comprehensive report by the Supervisory Board and the Executive Board on this agenda item 9, which sets out the background, content and relevant considerations of the Supervisory Board and the Executive Board regarding the Liability and Coverage Settlement, including the Annex.
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10.                  Resolution on the authorization to acquire treasury shares and on their use by way of cancellation

• Continental Aktiengesellschaft requires a special authorization by the Annual Shareholders' Meeting to acquire treasury shares, unless expressly permitted by law. The Company currently does not hold any authorization to acquire and use treasury shares. This authorization is intended solely to distribute all or part of the proceeds that Continental Aktiengesellschaft expects to receive from a potential disposal of the ContiTech group sector.
• The authorization to acquire and use treasury shares is also intended to authorize the Executive Board to cancel treasury shares acquired in this manner.
• The Executive Board and the Supervisory Board propose that the following resolution be adopted:

Creation of an authorization to acquire treasury shares

The Executive Board is authorized, with the approval of the Supervisory Board, to acquire treasury shares of Continental AG ("Continental shares") until June 30, 2028, in compliance with the principle of equal treatment, up to a total of 10% of the share capital of the Company existing at the time of the resolution or – if the following value is lower – at the time the authorization is exercised. The Continental shares acquired on the basis of this authorization, together with other treasury shares that the Company has already acquired and still holds or that are attributable to it pursuant to Sections 71a et seq. AktG, may at no time exceed 10% of the respective share capital of the Company.

The authorization may be exercised solely in pursuit of the purpose of distributing all or part of the proceeds expected by the Company from a potential disposal of the ContiTech group sector, on one or more occasions, in whole or in partial amounts. The authorization may not be used for any other purpose, in particular not for the purpose of trading in treasury shares.

Method of acquisition of treasury shares

The acquisition of Continental shares shall be effected solely by means of a public tender offer addressed to all shareholders of the Company ("Public Tender Offer"); an acquisition of Continental shares on the stock exchange or by other means is not permitted. The Public Tender Offer must ensure that all shareholders of the Company are able to participate in the Public Tender Offer in proportion to their respective shareholdings in the Company.

The Company will determine a fixed acquisition price per Continental share (excluding ancillary acquisition costs) at which it is prepared to acquire Continental shares under the Public Tender Offer. The Company will specify a time period for acceptance of the Public Tender Offer. Under the Public Tender Offer, the offered purchase price per Continental share may not fall below and may not exceed by more than 10% the average price of the Continental share, calculated on the basis of the arithmetic mean of the closing auction prices in Xetra trading (or a comparable successor system) on the Frankfurt Stock Exchange on the last five trading days prior to the day of the public announcement of the Public Tender Offer. If, following the publication of a Public Tender Offer, price deviations from the offered purchase price occur that may be material to the success of the Public Tender Offer, the Executive Board may, with the approval of the Supervisory Board, adjust the purchase price during the acceptance period of the Public Tender Offer.

If the number of shares tendered by shareholders into the Public Tender Offer exceeds the total volume of the Public Tender Offer, the tendered shares shall be taken into account in proportion to the total shares held by the respective shareholders, with the aim of preserving the proportionality of shareholdings to the greatest extent possible, whereby shareholders shall either be granted transferable tender rights or it shall otherwise be ensured that the right to participate in the Public Tender Offer – which depends on the number of shares held in each case – can also be exercised by one or more other shareholders. Should the Executive Board grant tender rights, the Executive Board is authorized to make all, but not only individual, tender rights tradable.

The Public Tender Offer will grant all shareholders a withdrawal right to withdraw from the contracts concluded as a result of the acceptance of the Public Tender Offer until two banking days after the Company publishes the results of the Public Tender Offer.

The Public Tender Offer may provide for further conditions, provided that they do not conflict with the purposes and provisions set out herein.

Creation of an authorization to use treasury shares exclusively for cancellation

The Executive Board is authorized to cancel all treasury shares acquired on the basis of this authorization without undue delay following the completion of the Public Tender Offer, without the cancellation or the implementation of the cancellation requiring any further resolution of the Annual Shareholders' Meeting; any other use – including the holding of Continental shares acquired on the basis of this authorization beyond the period required for the prompt completion of the cancellation – is excluded. The cancellation may not be limited to a portion of the treasury shares acquired. The cancellation shall result in a capital reduction, but may also be effected without a capital reduction by adjusting the pro rata amount of the share capital represented by the remaining shares. In such case, the Executive Board is authorized to amend the specification of the number of shares in the Articles of Incorporation accordingly.

This authorization may be exercised on one or more occasions, in whole or in partial amounts.

11.                  Resolution on a new authorization for the Executive Board to hold virtual Annual Shareholders’ Meetings and the corresponding amendment to Article 17 of the Articles of Incorporation

• The Annual Shareholders’ Meeting of April 27, 2023, authorized the Executive Board to provide that the Annual Shareholder’s Meeting be held at the location of the Annual Shareholders’ Meeting without the physical presence of the shareholders or their proxies (virtual Annual Shareholders’ Meeting). The corresponding provision in Section 17 (4) of the Articles of Incorporation was entered in the Company’s commercial register on May 28, 2023. The authorization applies to Annual Shareholders’ Meetings held within three years following registration of this provision. It therefore expires on May 28, 2026.
• The Executive Board of Continental Aktiengesellschaft has not made use of the authorization granted to it to hold a virtual Annual Shareholders’ Meeting in the past two years. According to the legal framework, the virtual Annual Shareholders’ Meeting is nevertheless an equivalent form of meeting. In light of factors such as effort, costs and sustainability considerations, the agenda of the respective Annual Shareholders’ Meeting, and in particular any special circumstances that preclude a physical gathering of shareholders and all other stakeholders at one location (e.g. health and safety concerns), the Executive Board should continue to have various options available for the design and organization of the Annual Shareholders’ Meeting. The Executive Board will make the respective decision regarding the format of the Annual Shareholders’ Meeting with due consideration, carefully weighing the circumstances of each individual case as well as the interests of the Company and, not least, its shareholders.
• A new authorization of the Executive Board is therefore to be adopted, and Section 17 (4) of the Articles of Incorporation is to be amended accordingly. The new authorization is not intended to exhaust the maximum possible five-year duration provided for in the law for holding virtual Annual Shareholders’ Meetings, rather it applies only to Annual Shareholders’ Meetings held until December 31, 2028.
• The Executive Board and the Supervisory Board propose that the following resolution be adopted:

Section 17 (4) of the Articles of Incorporation will be redrafted as follows:

“(4) The Executive Board is authorized to provide that the Annual Shareholder’s Meeting be held at the location of the Annual Shareholders’ Meeting without the physical presence of the shareholders or their proxies (virtual Annual Shareholders’ Meeting). The authorization applies to Annual Shareholders’ Meetings held until December 31, 2028.”

• The currently valid Articles of Incorporation are available online at www.continental.com/en/asm. They will also be available there during the Annual Shareholders’ Meeting.
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12.                  Resolution on the amendment to Section 3 of the Articles of Incorporation on the insertion of a jurisdiction clause

• For all disputes with the Company or its bodies arising from the corporate relationship, the Articles of Incorporation are to stipulate a single place of jurisdiction at the Company’s registered office. This should also cover disputes between shareholders and the Company relating to publicly available capital market information.
• The Executive Board and the Supervisory Board propose that the following resolution be adopted:

Section 3 of the Articles of Incorporation is to be amended to include the following new paragraph 3:

“(3) For all disputes with the Company or its bodies arising from the corporate relationship, the exclusive place of jurisdiction will be the Company’s registered office, unless mandatory legal regulations provide otherwise. Foreign courts are not competent to hear such disputes. Sentences 1 and 2 also apply to disputes between the Company and shareholders seeking compensation for damages caused by false, misleading or omitted public capital market information.”

13.                  Resolution on the remuneration of the Supervisory Board members and the corresponding amendment to Section 16 of the Articles of Incorporation

• The Continental Aktiengesellschaft Annual Shareholders' Meeting last resolved on the remuneration of Supervisory Board members on April 26, 2024, confirming the remuneration system for the Supervisory Board resolved by the Continental Aktiengesellschaft Annual Shareholders’ Meeting on July 14, 2020, and the Supervisory Board remuneration paid on the basis of this system.
• The amount and structure of the remuneration of Supervisory Board members should be commensurate with their duties and responsibilities and with the Company’s economic situation. The remuneration of Supervisory Board members was reviewed against the backdrop of the transformation and realignment of the Continental Group, which involved spinning off the former Automotive and Contract Manufacturing group sectors and pursuing the sale of the ContiTech group sector.
• The Executive Board and Supervisory Board both hold the view that the remuneration and the remuneration system for Supervisory Board members set out in Article 16 of the Articles of Incorporation should now be amended with effect from January 1, 2027. A fixed, annually payable remuneration will continue to be granted. And essentially, the plan is to align the remuneration level with the Continental Group’s changed structure. In addition, new rules on the committee-related premiums are to be laid down, which reflect that the each of the premiums should be commensurate with the importance of the relevant role and the requirements associated with it, and that the premiums should also be reasonably proportionate to each other overall. Finally, any remuneration for a membership of a committee or the acceptance of a (deputy) chair role on the Supervisory Board or one of its committees is to be paid in future independently of any other positions that a member of the Supervisory Board holds. In this way, the additional time and effort required by each role is rewarded as such.
• The amended remuneration system for Supervisory Board members is available on the internet at www.continental.com/en/asm.
• The Executive Board and the Supervisory Board propose that the following resolution be adopted:

13.1                Article 16 of the Articles of Incorporation is revised as follows:

Article 16

1. In addition to reimbursement of their cash outlay and the turnover tax accruing for their activities on the Supervisory Board, the Supervisory Board members will each receive a fixed annual remuneration of EUR 100,000, payable in the last month of the fiscal year.
2. The Chairman and the Deputy Chairperson of the Supervisory Board will receive an increased remuneration. For the Chairman of the Supervisory Board, this will amount to 3-times the amount and for the Deputy Chairperson of the Supervisory Board 1.5-times the amount of the fixed remuneration for a Supervisory Board member according to paragraph 1.
3. The members of the Supervisory Board will receive additional fixed remuneration for their work on Supervisory Board committees, which is payable together with the remuneration according to paragraph 1. The Chairperson of the Audit Committee will receive EUR 100,000 per year, and each other member of the Audit Committee will receive EUR 50,000 per year. The Chairperson and each member of the Chairman’s Committee will receive EUR 50,000 per year. The Chairperson of another committee will receive EUR 50,000 per year, and each other member of another committee will receive EUR 25,000 per year. No additional remuneration will be paid for work on the Committee for Related Party Transactions and the Mediation Committee pursuant to Section 27 (3) of the German Co-Determination Act (MitbestG). If a member of the Supervisory Board performs multiple functions on committees, they will receive the aforementioned additional remuneration for each function. The additional remuneration for committee work is only paid where the committee in question has met at least once in the relevant fiscal year and the committee member attended the meeting.
4. Each Supervisory Board member will receive a meeting-attendance fee of EUR 1,000 for each Supervisory Board meeting that the member attends. This also applies for attendance at committee meetings which do not take place on the date of a Supervisory Board meeting.
5. If the office or the function with an increased or additional remuneration begins or ends during the course of a fiscal year, the Supervisory Board member will receive the remuneration or the increased or additional remuneration pro rata temporis.
6. The company can conclude a pecuniary loss liability insurance policy for the Supervisory Board members at its cost. This includes an appropriate deductible.
7. Where requested, the company will cover the costs of a medical examination every two years at a place of examination specified by the company. The scope of the health examination will be determined by the company. The reimbursement of costs in this context includes standard and reasonable travel expenses incurred as a result of the health examination, where evidence of same is provided.

13.2                The amended remuneration of Supervisory Board members will apply from January 1, 2027. The Executive Board is instructed to file the above amendment to Article 16 of the Articles of Incorporation for entry in the commercial register in such a way that the amendment is entered on the closest possible date to January 1, 2027.

13.3                The remuneration system for members of the Supervisory Board as published on the internet at www.continental.com/en/asm is adopted in accordance with Section 113 (3) of the German Stock Corporation Act (Aktiengesetz - AktG) with effect from January 1, 2027.

II.                  Further information on agenda items

1.                      On agenda item 8: Resumes of the nominated Supervisory Board candidates

1.1                    Candidates with a term of office from the close of the Annual Shareholders’ Meeting on April 30, 2026, until the close of the Annual Shareholders’ Meeting that resolves on the ratification of the Supervisory Board for fiscal 2029 (i.e. for around four years)

Georg F. W. Schaeffler

Family shareholder of INA-Holding Schaeffler GmbH & Co. KG and Managing Director of IHO Verwaltungs GmbH

Mr. Georg F. W. Schaeffler has been a member of the Supervisory Board since 2009. He is also a member of the Chairman’s Committee, the standing Committee pursuant to Section 27 (3) MitbestG, the Audit Committee and the Nomination Committee.

Sabrina Soussan

Member of the Shareholders’ Committee (Gesellschafterausschuss) of Henkel AG & Co. KGaA

Ms. Sabrina Soussan has been a member of the Supervisory Board since 2025.

1.2                    Candidates with a term of office from the close of the Annual Shareholders’ Meeting on April 30, 2026, until the close of the Annual Shareholders’ Meeting that resolves on the ratification of the Supervisory Board for fiscal 2027 (i.e. for around two years)

Satish Khatu

Management Advisor

Mr. Satish Khatu has been a member of the Supervisory Board since 2019.