Continental : Declaration on Corporate Governance, Corporate Governance Report -

Continental AG 2022 Annual Report To Our Shareholders Corporate Governance

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Corporate Governance Statement Pursuant to Sections 289f and 315d of the German Commercial Code (HGB)

Responsible corporate governance is what governs the actions of the Executive Board and the Supervisory Board.

Good, responsible corporate governance geared toward sustainable, long-term value creation and in the interests of all stakeholder groups is what governs the actions of the Executive Board and Supervisory Board of Continental AG. The following corporate governance statement pursuant to Sections 289f and 315d of the German Commercial Code (Handelsgesetzbuch - HGB) is representative of corporate governance at Continental and is a part of the management report. The remuneration report for fiscal 2022 on the remuneration of the Executive Board and the Supervisory Board together with the auditor's report and the valid remuneration system for the remuneration of the Executive Board are available on Continental's web- site under Company/Corporate Governance/Executive Board. The valid remuneration system for remuneration of the Supervisory Board is described in the remuneration report for fiscal 2022 and is available on Continental's website under Company/Corporate Governance/Supervisory Board.

Declaration pursuant to Section 161 of the German Stock Corporation Act (Aktiengesetz - AktG) and deviations from the German Corporate Governance Code (Deutscher Corporate Governance Kodex - DCGK)

In December 2022, the Executive Board and the Supervisory Board issued the following annual declaration pursuant to Section 161 AktG:

"The Executive Board and the Supervisory Board of Continental AG declare in accordance with Section 161 German Stock Corporations Act (AktG) that the recommendations of the 'Government Commission on the German Corporate Governance Code' in the version dated December 16, 2019 (published by the Federal Ministry of Justice in the official section of the electronic Federal Gazette (Bundesanzeiger) on March 20, 2020), were complied with since February 18, 2022, with the exception as set out below, and further the recommendations of the 'Government Commission on the German Corporate Governance Code' in the version dated April 28, 2022 (published by the Federal Ministry of Justice in the official section of the electronic Federal Gazette (Bundesanzeiger) on June 27, 2022) have been complied with and will continue to be complied with, with the exception set out below.

Reference is made to the declaration of the Executive Board and the Supervisory Board of March 2022 as well as to previous declarations in accordance with Section 161 AktG and the deviations from the recommendations of the German Corporate Governance Code explained therein.

According to recommendation C.2 of the German Corporate Governance Code, the Supervisory Board shall set an age limit for members of the Supervisory Board. The Supervisory Board does not set an age limit because it does not consider such a general criterion to be appropriate for evaluating the qualifications of a Supervisory Board member.

Hanover, December 2022

Prof. Dr.-Ing. Wolfgang Reitzle

Chairman of the Supervisory Board

Nikolai Setzer

Chairman of the Executive Board"

The declaration of compliance is published in the Company/Corpo- rate Governance section of Continental's website. Earlier declarations pursuant to Section 161 AktG can also be found there. Out-of- date corporate governance statements can also be found there for a period of at least five years from the date they were issued.

Key corporate governance practices

The following documents are key foundations of our sustainable and responsible corporate governance:

• OUR BASICS - Continental AG's corporate guidelines. The vision, mission and values, desired behavior and self-image of the Conti- nental Group; available on Continental's website under Com- pany/Corporate Governance/Vision & Mission.
• Sustainability ambition; available on Continental's website

under Sustainability/Sustainability Framework/Continental's Sustainability Ambition.

• Compliance with the binding Code of Conduct for all Continental employees. For more information, see Continental's website

under Sustainability/Sustainable Corporate Governance/Organi- zation and Management.

Corporate bodies

In line with the law and the Articles of Incorporation, the company's corporate bodies are the Executive Board, the Supervisory Board and the Shareholders' Meeting. As a German stock corporation, Continental AG has a dual management system characterized by a strict personnel division between the Executive Board as the management body and the Supervisory Board as the monitoring body. The cooperation between the Executive Board, Supervisory Board and Shareholders' Meeting is depicted on the next page.

The Executive Board and its practices

The Executive Board has sole responsibility for managing the company in the interests of the company, free from instructions from third parties in accordance with the law, the Articles of Incorporation and the Executive Board's By-Laws, while taking into account the resolutions of the Shareholders' Meeting. All members of the Executive Board share responsibility for the management of the company jointly. Regardless of this principle of joint responsibility, each Executive Board member is individually responsible for the areas entrusted to them. The chairman of the Executive Board is responsible for the company's overall management and business policy. He ensures management coordination and uniformity on the Executive Board and represents the company to the public. The Executive Board jointly develops the company's strategy, agrees it with the Supervisory Board and ensures its implementation.

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The Executive Board had five members as at December 31, 2022, and as at the date of this statement. Information on areas of responsibility and resumes of the Executive Board members are available on Continental's website under Company/Corporate Govern- ance/Executive Board. From May 1, 2023, the Executive Board will be expanded to six members following the Supervisory Board's decision to create a new Executive Board function for Integrity and Law on December 14, 2022 (for details, see the report of the Supervisory Board, page 12). The first time a person is appointed to the Executive Board, his or her term as a rule is three years only. As a rule, a member of the Executive Board is not appointed beyond the statutory retirement age.

Only under exceptional circumstances will a member of the Executive Board be reappointed earlier than one year prior to the end of their term of appointment with simultaneous annulment of their current appointment. More information on the members of the Executive Board and their memberships to be disclosed pursuant

to Section 285 No. 10 HGB can be found on page 219 and on Continental's website under Company/Corporate Governance/ Executive Board.

The Executive Board has By-Laws that regulate in particular the allocation of duties among the Executive Board members, key matters pertaining to the company and its subsidiaries that require a decision to be made by the Executive Board, the duties of the Executive Board chairman, and the process in which the Executive Board passes resolutions. The Executive Board By-Laws are available on Continental's website under Company/Corporate Govern- ance/Executive Board. The Supervisory Board By-Laws on the basis of the Articles of Incorporation require the consent of the Supervisory Board for significant actions taken by management.

The Executive Board has established separate boards for the Auto- motive, Tires and ContiTech group sectors. This measure supports the decentralization of responsibility that the global organization of the company seeks to achieve, and relieves the burden on the Continental Group Executive Board. In addition to establishing these boards, the Executive Board has delegated to them decision-making powers for certain matters that affect only the relevant group sectors.

The boards for the three group sectors each comprise the Executive Board member responsible for the group sector in question as their chairman, the heads of the relevant business areas within the group sector, as well as further members from among the central functions of the relevant group sectors.

The Supervisory Board and its practices

The Supervisory Board appoints the members of the Executive Board and collaborates with the Executive Board to develop a long- term succession plan. The Supervisory Board discusses this at least once a year without the Executive Board. In order to become acquainted with potential successors, the Supervisory Board, in consultation with the Executive Board, offers them the opportunity to deliver presentations to the Supervisory Board.

The Supervisory Board supervises and advises the Executive Board in managing the company. This includes, in particular, issues relating to the company's strategy, planning, business development, risk sit- uation, risk management, compliance and sustainability. The Supervisory Board is directly involved in decisions of material importance

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to the company. As specified by law, the Articles of Incorporation or the Supervisory Board By-Laws, certain corporate management matters require the approval of the Supervisory Board. The chairman of the Supervisory Board coordinates its work and represents it vis-à-vis third parties. Within reasonable limits, he is prepared to talk to investors about issues specific to the Supervisory Board. He maintains regular contact between meetings with the Executive Board, and in particular with its chairman, to discuss issues relating in particular to the company's strategy, business development, risk situation, risk management and compliance.

Composition of the Supervisory Board

The Supervisory Board comprises 20 members in accordance with the German Co-determination Act (Mitbestimmungsgesetz - MitbestG) and the company's Articles of Incorporation. Half the members of the Supervisory Board are elected individually by the shareholders in the Shareholders' Meeting (shareholder representa- tives), while the other half are elected by the employees of Continental AG and its German subsidiaries (employee representatives). Both the shareholder representatives and the employee representatives have an equal duty to act in the interests of the company. The Supervisory Board's chairman must be a shareholder repre- sentative. He has the casting vote in the event of a tie.

The current Supervisory Board was constituted on April 26, 2019. The term of office of the Supervisory Board members lasts until the end of the 2024 Annual Shareholders' Meeting. The chairman of the Supervisory Board is Prof. Dr.-Ing. Wolfgang Reitzle who, in accordance with the German Corporate Governance Code, is independent of the company and its Executive Board. The Supervisory Board does not include any members who previously belonged to the Executive Board of Continental AG, who exercise an executive function or advisory role at a major competitor of Continental, or who have a personal relationship with such a competitor.

The company has set up an informational program that provides newly elected members of the Supervisory Board with a thorough overview of the company's products and technologies as well as finances, controlling and corporate governance at Continental.

The Supervisory Board has drawn up its own By-Laws that supplement the law and the Articles of Incorporation with more detailed provisions, including provisions on Supervisory Board meetings, the duty of confidentiality, the handling of conflicts of interest and the Executive Board's reporting obligations, and a list of transactions and measures that require the approval of the Supervisory Board. The Supervisory Board By-Laws are available on Continen- tal's website under Company/Corporate Governance/Supervisory Board. The Supervisory Board also consults on a regular basis in the absence of the Executive Board. Before each regular meeting of the Supervisory Board, the representatives of the shareholders and of the employees each meet separately with members of the Executive Board to discuss the upcoming meeting.

The Supervisory Board regularly reviews how effectively it and its committees have fulfilled their responsibilities. It recently carried out such a review in 2021 with the help of an external consultant. This confirmed the Supervisory Board's efficient and professional approach to its work in the past years. The Supervisory Board has

adopted the recommendations that resulted from the 2021 self- assessment and, among other things, resolved to hold an additional regular meeting each fiscal year and to coordinate more closely with the Executive Board, including outside of meetings.

Profile of skills and expertise for the Supervisory Board

In accordance with recommendation C.1 of the German Corporate Governance Code, the Supervisory Board has prepared a profile of skills and expertise and specified targets for its composition.

The Supervisory Board as a whole should possess the skills and expertise described in more detail below. It is not expected that all Supervisory Board members possess all skills and expertise. Instead, each area of expertise must be covered by at least one Supervisory Board member. The Supervisory Board assumes that all Supervisory Board members possess the knowledge and skills required for the proper performance of their duties and the characteristics necessary for successful Supervisory Board work. In partic- ular, these include integrity, commitment, capacity for discussion and teamwork, sufficient availability and discretion.

• Internationality: Due to Continental AG's global activities, its Supervisory Board requires international professional or business experience. This means professional training or operational activ- ity abroad. International professional and business experience with regard to Asian markets is also desirable.
• Industry experience: The Supervisory Board should have professional experience in the automotive industry or other in- dustries in which the company operates. In particular, the Super- visory Board wants to increase its expertise in business areas that are important to the company's strategy. Therefore, professional knowledge or experience of information technology, software, telecommunications, mobility services, digital business models or related areas should be available.
• Financial expertise: The Supervisory Board should possess finan- cial knowledge and experience pursuant to Section 100 (5) AktG as well as recommendation D.3 of the German Corporate Govern- ance Code, i.e. in the areas of accounting, internal control and risk management systems, and the audit of financial statements.
• Corporate governance and board experience: Members of the Supervisory Board should have experience as a member of the supervisory board or executive board of a German listed com- pany or as a member of such a body of a foreign listed company.
• Sustainability expertise: The Supervisory Board should have in- depth knowledge and experience in the sustainability issues that are relevant to the company.
• Organizational and human resources development: The Supervisory Board should have expertise in the area of HR strategy, HR management and labor relations, and in particular knowledge and practical experience in the transformation of companies, including the impact on changing skills requirements for staff.

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The Supervisory Board has specified the following targets for its composition:

• The number of members of the Supervisory Board who have the required international experience should at a minimum remain con- stant. Eleven members currently have international experience.
• An appropriate number of members with industry experience should be maintained. This applies to 16 of the members.
• The Supervisory Board should have an appropriate number of members on the shareholder side whom it deems to be independ- ent in accordance with the German Corporate Governance Code. Taking into account the ownership structure, a Supervisory Board member is therefore considered independent if they are independ- ent of the company and its Executive Board, and also independ- ent of a controlling shareholder. The independence of shareholder representatives was assessed in accordance with the German Corporate Governance Code by shareholder representatives on the Supervisory Board. As part of the assessment of independence from the Executive Board and the company, it was taken into ac- count that four shareholder representatives will have been mem- bers of the Supervisory Board for more than 12 years in 2023. It was also taken into consideration in the assessment of independ- ence from any controlling shareholder that two Supervisory Board members are linked to the controlling shareholder, the IHO Group, Herzogenaurach, Germany. As determined in the assess- ment by the shareholder representatives on the Supervisory Board, the Supervisory Board still has an appropriate number
  of members on the shareholder side who are independent in accordance with the German Corporate Governance Code. This assessment is based on the following considerations:
• • More than half of the shareholder representatives should be independent of Continental AG and its Executive Board. In the assessment of the independence of the four shareholder repre- sentatives that have been on the Supervisory Board for more than 12 years, given the former and ongoing administration of the members in question, the shareholder representatives over- all see no grounds to accept changing the existing assessment of independence. The shareholder representatives currently on

the Supervisory Board are therefore all, without exception, 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. The shareholder representatives in- dependent of the controlling shareholder are:
  • • Prof. Dr.-Ing. Wolfgang Reitzle
    • Dorothea von Boxberg (as of April 29, 2022)
    • Stefan E. Buchner
    • Dr. Gunter Dunkel
    • Satish Khatu
    • Isabel Corinna Knauf
    • Sabine Neuß
    • Prof. Dr. Rolf Nonnenmacher
• In its nominations for election to the Supervisory Board, the Super- visory Board as a rule does not nominate candidates who have al- ready held this position for three full terms of office at the time of the election.
• The Supervisory Board has not stipulated an age limit as recom- mended in recommendation C.2 of the German Corporate Gov- ernance Code. It does not consider such a general criterion to be suitable for evaluating the qualifications of a candidate's nomina- tion to the Supervisory Board.

According to Section 96 (2) AktG, the Supervisory Board of Continental AG is also subject to the requirement that at least 30% of its members be women and at least 30% be men. The company reports on this on page 22, in accordance with Section 289f (2) Nos. 4 to 6 HGB.

In its nominations of candidates for election to the Supervisory Board, the Supervisory Board takes into account the requirements of the profile of skills and expertise for the board as a whole as well as the aforementioned targets.

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The current status of implementation for the profile of skills and expertise and the composition-relevant targets of the Supervisory Board:

			Skills and Expertise				Composition-relevant Targets
					Organiz-				Independence	Year of
			Corporate		ational			Independence	from	appoint-
			governance	Sustain-	and HR	Internationality		from company &	controlling	ment/
		Financial	and board	ability	develop-	(* with regard to	Industry	Executive Board	shareholder	current
		expertise	experience	expertise	ment	Asian markets)	experience	purs. to DCGK	purs. to DCGK	term
										As a rule, no
									At least 5	election
								More than 50%	shareholder	proposal
Targets						Consistent	Appropriate	shareholder	represent-	after 3 full
					number	number	representatives	atives	terms
Shareholder representatives
Prof. Dr.-Ing. Wolfgang Reitzle									2009
(3rd term)
Dorothea von Boxberg									2022
(1st term)
Stefan E. Buchner						*				2022
	(1st term)
Dr. Gunter Dunkel										2009
	(3rd term)
Satish Khatu						*				2019
	(1st term)
Isabel Corinna Knauf					*				2019
(1st term)
Sabine Neuß										2014
	(2nd term)
Prof. Dr. Rolf Nonnenmacher									2014
(2nd term)
Klaus Rosenfeld										2009
	(3rd term)
Georg F. W. Schaeffler									2009
(3rd term)
Total number of shareholder	2	8	2	10	8	6	10	8
representatives
Employee representatives
Christiane Benner										2018
			(2nd term)
Hasan Allak										2019
			(1st term)
Francesco Grioli										2018
			(2nd term)
Michael Iglhaut										2006
			(4th term)
Carmen Löffler										2021
			(1st term)
Dirk Nordmann										2004
			(4th term)
Lorenz Pfau										2019
			(1st term)
Jörg Schönfelder										2004
			(4th term)
Stefan Scholz										2015
			(2nd term)
Elke Volkmann										2014
			(2nd term)
Total number of employee	1	3	2	10	3	10
representatives
Supervisory Board total	3	11	4	20	11	16
Target achievement									
 = applicable	 = not applicable