Continental : Corporate Governance Presentation July 2024 (Update November 2024)

Corporate Governance Presentation Released July 2024

Updated November 11, 2024

Ticker: CON

ADR-Ticker: CTTAY

http://www.continental-ir.com

Public

Agenda

1	Corporate Bodies		3
2	Supervisory Board		5
3	Executive Board		16
4	Executive Board Remuneration 2023		20
5	Executive Board Remuneration System 2024		25
6	Diversity		30
7	Compliance		33
8	Sustainability		35
9	Cyber Security		40
10	Auditing		42
11	Annual Shareholders' Meeting		44
	Corporate Governance Presentation	November 11, 2024	2
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Agenda

1	Corporate Bodies		3
2	Supervisory Board		5
3	Executive Board		16
4	Executive Board Remuneration 2023		20
5	Executive Board Remuneration System 2024		25
6	Diversity		30
7	Compliance		33
8	Sustainability		35
9	Cyber Security		40
10	Auditing		42
11	Annual Shareholders' Meeting		44
	Corporate Governance Presentation	November 11, 2024	3
		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

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Agenda

1	Corporate Bodies		3
2	Supervisory Board		5
3	Executive Board		16
4	Executive Board Remuneration 2023		20
5	Executive Board Remuneration System 2024		25
6	Diversity		30
7	Compliance		33
8	Sustainability		35
9	Cyber Security		40
10	Auditing		42
11	Annual Shareholders' Meeting		44
	Corporate Governance Presentation	November 11, 2024	5
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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				Dr. Kevin Borck3, born 1986, first elected 2024
	Dr. Gunter Dunkel1, born 1953, first elected 2009				Francesco Grioli3, born 1972, first elected 2018
	Satish Khatu1, born 1952, first elected 2019				Michael Iglhaut3, born 1964, first elected 2006
	Isabel Corinna Knauf2, born 1972, first elected 2019				Carmen Löffler3, born 1972, first elected 2021
	Sabine Neuß1, born 1968, first elected 2014				Dr. Matthias Ebenau3, born 1984, first elected 2024
	Prof. Dr. Rolf Nonnenmacher2, born 1954, first elected 2014				Anne Nothing3, born 1979, first elected 2024
	Klaus Rosenfeld2, born 1966, first elected 2009				Jörg Schönfelder3, born 1966, first elected 2004
	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

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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	Dr. Kevin Borck*
›	Curriculum Vitae - Dorothea von Boxberg	›	Curriculum Vitae - Michael Iglhaut	›Curriculum Vitae - Prof. Dr. Rolf Nonnenmacher	›Curriculum Vitae - Dr. Kevin Borck
›	First elected: 2022	›	First elected: 2006	›	First elected: 2014	›	First elected: 2024
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

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Supervisory Board

Staggered Board - Term of Office and Election Cycle

AGM 2024	AGM	AGM	AGM	AGM	AGM	AGM	AGM	AGM	AGM	AGM
(Year "0")	2025	2026	2027	2028	2029	2030	2031	2032	2033	2034

Term shareholder representatives Group 1 (4 years)

Term shareholder representatives

Group 2 (2 years)1

Term shareholder representatives Group 2 (4 years)

Term of employee representatives (5 years)

Term of employee representatives (5 years)

Term shareholder representatives Group 1 (4 years)

Term shareholder representatives Group 2 (4 years)

1In order to get into the 4-year cycle of a staggered board, a term of only 2 years is required for "Group 2" of the shareholder representatives in year "0"

Corporate Governance Presentation

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Supervisory Board

Key Facts

20 board members

Supervisory board tenure

10

shareholder representatives

8

7

10

employee representatives

5

1-5 years

6-10 years

>10 years

Independence of shareholder representatives1

Age	Gender	Nationality
25%		15%
	30%
	45%

80%

		70%
30%		85%
<55 55-65 >65	Male Female	German Other

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

Corporate Governance Presentation

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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
5. Risk management and reporting

Competence profile in accordance with recommendation C1 GCGC.

Each competence area should be

covered by at least one board

member.

Continental Annual Report 2023

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 independent in accordance with the German Corporate Governance Code.

• 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

§96 (2) AktG

In general composition of at least

w		m	30% women
	mixed		30% men

Supervisory Board specifies targets for

its composition

Nomination Committee

examines potential candidates

Results are presented to all members of the Supervisory Board

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

20

members total

including:

10

shareholder representatives

Remaining 10 members:

Employee Representatives

Chairperson

is one of the shareholders representatives

Corporate Governance Presentation

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