Continental : Corporate Governance Presentation July 2024

Corporate Governance Presentation

July 2024

Ticker: CON

ADR-Ticker: CTTAY

http://www.continental-ir.com

Public

Agenda

1	Corporate Bodies		3
2	Supervisory Board		5
3	Executive Board		15
4	Executive Board Remuneration 2023		19
5	Executive Board Remuneration System 2024		24
6	Diversity		29
7	Compliance		32
8	Sustainability		34
9	Cyber Security		39
10	Auditing		41
11	Annual Shareholders' Meeting		43
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		Public

Agenda

1	Corporate Bodies		3
2	Supervisory Board		5
3	Executive Board		15
4	Executive Board Remuneration 2023		19
5	Executive Board Remuneration System 2024		24
6	Diversity		29
7	Compliance		32
8	Sustainability		34
9	Cyber Security		39
10	Auditing		41
11	Annual Shareholders' Meeting		43
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		Public

Corporate Bodies

Two-Tier Board System

Shareholders' Meeting

Shareholders' exercise their rights of participation and control

elects			›
discharges
shareholder
representatives
›	›		reports

Supervisory Board

discharges		›
›
	reports

Executive Board

Chairman's Committee

Audit Committee Nomination Committee Mediation Committee

Committee for Related Party Transactions

› › › › ›

20 members

10 shareholder representatives

10 employee representatives

Involved in decisions of fundamental significance to the company

appoints, › monitors and advises

› reports

6 members

Responsible for managing the company in accordance with the law, the Articles of Incorporation, and the By-Laws of the Supervisory and Executive Boards, while taking into account the resolutions of the Shareholders' Meeting.

Continental Annual Report 2023; Updated: Status June 2024.

Corporate Governance Presentation, July 2024

Public

July 1, 2024

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Agenda

1	Corporate Bodies		3
2	Supervisory Board		5
3	Executive Board		15
4	Executive Board Remuneration 2023		19
5	Executive Board Remuneration System 2024		24
6	Diversity		29
7	Compliance		32
8	Sustainability		34
9	Cyber Security		39
10	Auditing		41
11	Annual Shareholders' Meeting		43
	Corporate Governance Presentation, July 2024	July 1, 2024	5
		Public

Supervisory Board

Shareholder representatives			Employee representatives
	Prof. Dr.-Ing. Wolfgang Reitzle1			Christiane Benner3,
	Chairman of the Supervisory Board			Deputy Chairwoman of the Supervisory Board
	Born 1949, German			Born 1968, German
	First elected 2009			First elected 2018
	Dorothea von Boxberg2, born 1974, first elected 2022			Hasan Allak3, born 1970, first elected 2019
	Stefan E. Buchner2, born 1960, first elected 2022			Francesco Grioli3, born 1972, first elected 2018
	Dr. Gunter Dunkel1, born 1953, first elected 2009			Michael Iglhaut3, born 1964, first elected 2006
	Satish Khatu1, born 1952, first elected 2019			Carmen Löffler3, born 1972, first elected 2021
	Isabel Corinna Knauf2, born 1972, first elected 2019			Dr. Matthias Ebenau3, born 1984, first elected 2024
	Sabine Neuß1, born 1968, first elected 2014			Anne Nothing3, born 1979, first elected 2024
	Prof. Dr. Rolf Nonnenmacher2, born 1954, first elected 2014			Jörg Schönfelder3, born 1966, first elected 2004
	Klaus Rosenfeld2, born 1966, first elected 2009			Stefan Scholz3, born 1965, first elected 2015
	Georg F. W. Schaeffler1, born 1964, first elected 2009			Matthias Tote3, born 1988, first elected 2024

1 Elected until 2026. 2 Elected until 2028. 3 Elected until 2029. Corporate Governance - Supervisory Board

Corporate Governance Presentation, July 2024

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July 1, 2024

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Supervisory Board

Members

Prof. Dr.-Ing. Wolfgang Reitzle	Dr. Gunter Dunkel	Isabel Corinna Knauf	Klaus Rosenfeld
›Curriculum Vitae - Prof.Dr.-Ing.Wolfgang Reitzle	›	Curriculum Vitae - Dr. Gunter Dunkel	›Curriculum Vitae - Isabel C. Knauf	›	Curriculum Vitae - Klaus Rosenfeld
›	First elected: 2009	›	First elected: 2009	›	First elected: 2019	›	First elected: 2009
Hasan Allak*	Dr. Matthias Ebenau*	Carmen Löffler	Georg F. W. Schaeffler
›	Curriculum Vitae - Hasan Allak	›	Curriculum Vitae - Dr. Matthias Ebenau	›	Curriculum Vitae - Carmen Löffler	›	Curriculum Vitae - Georg F.W. Schaeffler
›	First elected: 2019	›	First elected: 2024	›	First elected: 2021	›	First elected: 2009
Christiane Benner*	Francesco Grioli*	Sabine Neuß	Jörg Schönfelder*
›	Curriculum Vitae - Christiane Benner	›	Curriculum Vitae - Francesco Grioli	›	Curriculum Vitae - Sabine Neuß	›	Curriculum Vitae - Joerg Schönfelder
›	First elected: 2018	›	First elected: 2018	›	First elected: 2014	›	First elected: 2004
Dorothea von Boxberg	Michael Iglhaut*	Prof. Dr. Rolf Nonnenmacher	Stefan Scholz*
›	Curriculum Vitae - Dorothea von Boxberg	›	Curriculum Vitae - Michael Iglhaut	›Curriculum Vitae - Prof. Dr. Rolf Nonnenmacher	›	Curriculum Vitae - Stefan Scholz
›	First elected: 2022	›	First elected: 2006	›	First elected: 2014	›	First elected: 2015
Stefan E. Buchner	Satish Khatu	Anne Nothing*	Matthias Tote*
›	Curriculum Vitae - Stefan E. Buchner	›	Curriculum Vitae - Satish Khatu	›	Curriculum Vitae - Anne Nothing	›	Curriculum Vitae - Matthias Tote
›	First elected: 2022	›	First elected: 2019	›	First elected: 2024	›	First elected: 2024

The members are elected by the employees of Continental AG and its German subsidiaries. Supervisory Board - Overview.

Corporate Governance Presentation, July 2024

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July 1, 2024

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Supervisory Board

Key Facts

20 board members

10

Supervisory board tenure

shareholder representatives

10

employee

9

5

6

20%	Age	Gender

30%

40%

70%

40%

<55 55-65 > 65

Male Female

representatives

Nationality

15%

85%

German Other

1-5 years

6-10 years

>10 years

Independence of shareholder representatives1

80%

1 Independence from controlling shareholder pursuant to German Corporate Governance Code (GCGC). Corporate Governance - Supervisory Board

Corporate Governance Presentation, July 2024

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July 1, 2024

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Supervisory Board

Nomination Process for Shareholder Representatives

Competencies for candidates	Objectives for Supervisory
Boards composition

Diversity goals

Nomination/Election

Composition

Skills, expertise and experience

1.	Corporate governance
2.	Sector- and company-specific
	experience
3.	International experience
4.	Sustainability

Specified targets

1.	The personal and professional
	qualifications should be
	covered as broadly as
	possible.
2.	An appropriate number of
	members on the shareholder
	side whom it deems to be

§96 (2) AktG

In general composition of at least

w	m	30% women

Supervisory Board specifies targets for

its composition

Nomination Committee

examines potential candidates

20

members total

including:

10

shareholder representatives

5. Risk management and

reporting

independent in accordance

with the German Corporate

Governance Code.

mixed

30% men

Competence profile in accordance with recommendation C1 GCGC.

Each competence area should be

covered by at least one board

member.

Continental Annual Report 2023

• More than half of the shareholder representatives should be independent of Continental AG and its Executive Board.
• At least five shareholder representatives should be independent of the controlling shareholder, the IHO Group, headquartered in Herzogenaurach, Germany

Results are presented to all members of the Supervisory Board

Supervisory Board submits a proposal to the shareholders at the Annual General Meeting

Remaining 10 members:

Employee Representatives

Chairperson

is one of the shareholders representatives

Corporate Governance Presentation, July 2024

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July 1, 2024

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Supervisory Board

Overview of Shareholder Representatives

Continental Annual Report 2023

Corporate Governance Presentation, July 2024

Public

July 1, 2024

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