Continental : Invitation and agenda

Continental Aktiengesellschaft

Hanover

ISIN: DE 0005439004

WKN: 543900

Invitation to the Annual Shareholders' Meeting

We invite our shareholders to the

Annual Shareholders' Meeting

on Friday, April 26, 2024, at 10:00 a.m. (CEST),

to be held in the Kuppelsaal of the Hannover Congress Centrum,

Theodor-Heuss-Platz1-3, 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-ir.comunder the "Annual Shareholders' Meeting" link. Further Information on the Annual Shareholders' Meeting, especially on the rights of the shareholders can also be found under this link.

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1. Agenda

1. Documents for the Annual Shareholders' Meeting

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

• The adopted annual financial statements of Continental Aktiengesellschaft as of December 31, 2023
• The consolidated financial statements approved by the Supervisory Board as of December 31, 2023
• The summarized management report of Continental Aktiengesellschaft and of the Group for fiscal 2023
• 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 (HGB).

The documents mentioned are available online at www.continental-ir.comunder the "Annual Shareholders' Meeting" link. The Corporate Governance Declaration, together with the report on corporate governance and the remuneration report for fiscal 2023, are also available there. The remuneration report is also printed in section II of the invitation (Reports, annexes and further information on agenda items) under point 1.

The Supervisory Board approved the annual financial statements and consolidated financial statements prepared by the Executive Board at its meeting on March 12, 2024. Accordingly, the Annual Shareholders' Meeting is not required to take a resolution on agenda item 1 pursuant to the statutory provisions.

2. Resolution on the appropriation of net profit

The Executive Board and the Supervisory Board propose that the net profit of Continental Aktiengesellschaft for fiscal 2023 in the amount of € 2,411,519,664.78 is appropriated as follows:

Distribution of a dividend of	€	2.20
per share entitled to dividends,
totaling:	€	440,013,162.60
Carried forward to new account:	€	1,971,506,502.18
Net income:	€	2,411,519,664.78

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 Share- holders' Meeting, i.e. on May 2, 2024.

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3. Resolution on the ratification of the actions of the Executive Board members for fiscal 2023

The Executive Board and the Supervisory Board propose that the actions of the members of the Executive Board in office in fiscal 2023 be ratified for this period.

Voting procedures will foresee voting on such proposal with respect to each member of the Executive Board individually.

4. Resolution on the ratification of the actions of the Supervisory Board members for fiscal 2023

The Executive Board and the Supervisory Board propose that the actions of the members of the Supervisory Board in office in fiscal 2023 be ratified for this pe- riod.

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 2023 can be viewed online at www.continental-ir.comunder the "Annual Share- holders' Meeting" link.

5. Resolution on the appointment of the auditor and Group auditor and of the auditor for the review of interim financial reports for fiscal 2024

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

1. PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Hanover branch, is appointed auditor and Group auditor for fiscal 2024.
2. PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Hanover branch, is appointed auditor for the review (if any) of interim financial reports to be performed in fiscal 2024.

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.

6. Resolution on the approval of the remuneration report

The Executive Board and the Supervisory Board propose that the remuneration report for fiscal 2023 created and audited in accordance with Section 162 AktG is approved.

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 2023, which will be submitted to the Annual Shareholders' Meeting for approval in accordance with Section 120a (4) AktG.

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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 is printed in section II of the invitation (Reports, annexes and further information on agenda items) under point 1 and is also available online at www.continental-ir.comunder the "Annual Shareholders' Meeting" link.

7. Resolution on the approval of the remuneration system for mem- bers of the Executive Board

In accordance with Section 120a (1) AktG, the annual shareholders' meeting of a listed company must adopt a resolution on the approval of the remuneration system presented by the supervisory board for the executive board members at least every four years and upon each significant change to such system.

Since the Annual Shareholders' Meeting of Continental Aktiengesellschaft last resolved on the approval of the remuneration system for the Executive Board members on July 14, 2020, a new resolution is again required.

In the context of the regular presentation of the remuneration system to the 2024 Annual Shareholders' Meeting, the Supervisory Board has reviewed and revised the remuneration system for the Executive Board members, taking into account the Company's strategic objectives with regard to customary market practice and competitiveness.

In the updated remuneration system for the Executive Board members of Continental Aktiengesellschaft with effect from January 1, 2024, which was passed by the Supervisory Board, important aspects have been adjusted. In particular, the performance criteria and their relative shares within the short-term incentive (STI, performance bonus) and the long-term incentive (LTI) have been adjusted and extended by sustainability targets. In addition, the pension commitment for future Executive Board members is being replaced by a fixed cash allowance (max.30% of the annual fixed salary), and the option is being introduced to claw back variable remuneration in the event of faulty data sources (e.g. consolidated financial statements), known as a performance clawback.

The remuneration system in its version passed with effect from January 1, 2024

• including a comprehensive overview of the significant changes - is printed in section II of the invitation (Reports, annexes and further information on agenda items) under point 2 and is also available online at www.continental-ir.comunder the "Annual Shareholders' Meeting" link.

Based on the recommendation of the Chairman's Committee, the Supervisory Board proposes that the remuneration system for the Executive Board members of Continental Aktiengesellschaft passed by the Supervisory Board with effect from January 1, 2024 is approved.

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8. Resolution on the remuneration of the members of the Supervi- sory Board

Pursuant to Section 113 (3) AktG, the annual shareholders' meeting of a listed company must resolve on the remuneration for supervisory board members at least every four years, whereby a resolution confirming the remuneration is per- missible.

Since the Annual Shareholders' Meeting of Continental Aktiengesellschaft last resolved on the remuneration of the Supervisory board members on July 14, 2020, a new resolution is once again required. The remuneration of the Supervisory Board is regulated in Section 16 of the Articles of Incorporation.

From the point of view of the Executive Board and the Supervisory Board, the existing remuneration system and the specific remuneration should continue to exist, as resolved by the Annual Shareholders' Meeting on July 14, 2020.

The remuneration system is printed in section II of the invitation (Reports, annexes and further information on agenda items) under point 3 and is also available online at www.continental-ir.comunder the "Annual Shareholders' Meeting" link.

The Executive Board and the Supervisory Board propose to adopt the following resolution:

The remuneration system for the Supervisory Board passed by the Annual Shareholders' Meeting on July 14, 2020 and the Supervisory Board remuneration derived on this basis are confirmed.

9. Election of the Supervisory Board

The term of office of all the shareholder representatives on the Supervisory Board of Continental Aktiengesellschaft, namely Ms. Dorothea von Boxberg, Mr. Stefan E. Buchner, Dr. Gunter Dunkel, Mr. Satish Khatu, Ms. Isabel Corinna Knauf, Ms. Sabine Neuß, Prof. Dr. Rolf Nonnenmacher, Prof. Dr.-Ing. Wolf- gang Reitzle, Mr. Klaus Rosenfeld und Mr. Georg F. W. Schaeffler, will end with the close of the Annual Shareholders' Meeting on April 26, 2024. The new election of all shareholder representatives is therefore necessary. The terms of office of the employee representatives on the Supervisory Board will also end with the close of the Annual Shareholders' Meeting on April 26, 2024.

Pursuant to Sections 96 (1), 101 (1) AktG and Section 7 (1) sentence 1 no. 3 of the German Employee Co-Determination Act (MitbestG), the Supervisory Board of Continental Aktiengesellschaft is composed of ten shareholder representatives and ten employee representatives. Moreover, the Supervisory Board must comprise at least 30 percent women and at least 30 percent men. 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 for the forthcoming election 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

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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 repre- sentatives.

The employee representatives will be elected on March 20, 2024 in accordance with the provisions of the MitbestG with effect from the close of the Annual Share- holders' Meeting to be held on April 26, 2024. The result of this election and in particular the ratio of women and men on the side of the employee representa- tives, can be viewed following its announcement online at www.continental- ir.comunder the "Annual Shareholders' Meeting" link. The employee representatives will be elected in accordance with Sections 6 (2) and 15 (1) sentence 1 MitbestG in conjunction with Section 10 (1) of the Articles of Incorporation for a term of office extending up to the close of the Annual Shareholders' Meeting that passes the ratification for the fourth fiscal year following the commencement of their term of office. The fiscal year in which the term of office of the employee representatives begins is not counted.

The shareholder representatives, in turn, must be elected by the Annual Share- holders' Meeting.

With its resolution of September 27, 2023, the Supervisory Board adopted a staggered structure for the shareholder representatives on the Supervisory Board (staggered board). The employee representatives are not subject to the staggered board. Within the scope of the staggered board, the terms of office of all the shareholder representatives will in future no longer commence simultaneously and will not end with the close of the same annual shareholders' meeting. The beginning and end of the terms of office of the shareholder representatives will instead be staggered in two groups of five shareholders each. Furthermore, the shareholder representatives will be nominated for terms of office of four years in each case, which is permissible according to Section 10 (1) of the Articles of Incorporation, according to which Supervisory Board members can be appointed for a term of office of less than five years. The objective going forward is to nominate every two years five shareholder representatives for election at the Annual Shareholder's Meeting, in each case for a term of four years.

This increases flexibility during the appointment of the Supervisory Board, while maintaining continuity in terms of personnel. The new election of the Supervisory Board members will be used to achieve a staggered board with the described rotation by nominating five shareholder representative candidates to the Annual Shareholders' Meeting for a term of office of two years and five further candidates for a term of office of four years.

Against this background, the Supervisory Board proposes that the persons named under 9.1 to 9.5 below are elected as shareholder representatives on the Supervisory Board with effect from the close of the Annual Shareholders' Meeting on April 26, 2024 until the close of the Annual Shareholders' Meeting that resolves on the ratification of the Supervisory Board for fiscal 2025 (i.e. for around two years):

1. Dr. Gunter Dunkel, Hanover (Germany) Chairman European Private Debt, Muzinich & Co,
2. Mr. Satish Khatu, Naples (USA), management consultant,

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1. Ms. Sabine Neuß, Mömbris (Germany), Member of the Executive Board of Jungheinrich AG - Technik,
2. Prof. Dr.-Ing. Wolfgang Reitzle, Munich (Germany), member of various supervisory boards,
3. Mr. Georg F. W. Schaeffler, Dallas (USA) and Herzogenaurach (Ger- many), Shareholder of INA-Holding Schaeffler GmbH & Co. KG and Managing Director of IHO Verwaltungs GmbH.

The Supervisory Board further proposes that the persons named under 9.6 to

9.10 below are elected as shareholder representatives on the Supervisory Board with effect from the close of the Annual Shareholders' Meeting on April 26, 2024 until the close of the Annual Shareholders' Meeting that resolves on the ratifica- tion of the Supervisory Board for fiscal 2027 (i.e. for around four years):

1. Mrs. Dorothea von Boxberg, Darmstadt (Germany), Chief Executive Officer of Brussels Airlines SA/NV,
2. Mr. Stefan E. Buchner, Bietigheim-Bissingen (Germany), member of various supervisory boards,
3. Ms. Isabel Corinna Knauf, Ihringen (Germany), Member of the Share- holders' Committee of the Knauf Group,
4. Prof. Dr. Rolf Nonnenmacher, Berg (Germany), member of various su- pervisory boards,
5. Mr. Klaus Rosenfeld, Frankfurt am Main (Germany), Chief Executive Officer of Schaeffler AG.

Voting procedures will foresee voting on the above nominations with respect to each member of the Supervisory Board individually.

The above Supervisory Board nominations are based on the recommendations of its Nomination Committee, take into account and are based on the view that continuity in the Supervisory Board should be maintained in the current phase of ongoing transfor- mation. The introduction of the staggered board structure will increase flexibility in the future composition of the Supervisory Board. The nominations also take into account the objectives set by the Supervisory Board for its composition and aim to achieve the competence profile developed by the Supervisory Board for the entire Supervisory Board.

The profile of skills and expertise and how the candidates meet these requirements can be viewed online at www.continental-ir.comunder the "Annual Shareholders' Meeting" link. The résumés of the Supervisory Board candidates nominated for election are printed in section II of the invitation (Reports, annexes and further information on agenda items) under point 4. In addition to the profile of skills and expertise and the information outlined in the résumés, it is declared, with a view to recommendation C.13 of the German Corporate Governance Code (GCGC), that in the opinion of the Supervisory Board, none of the nominated 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

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participation in Continental Aktiengesellschaft that an objectively judging shareholder would consider decisive for their election decision. In the opinion of the Supervisory Board, all of the candidates are to be regarded as independent from Continental Ak- tiengesellschaft and its Executive Board (recommendation C.7 GCGC) and, with the exception of Mr. Klaus Rosenfeld and Mr. Georg F. W. Schaeffler, are also independent from the controlling shareholder (recommendation C.9 GCGC). Finally, the Supervisory Board has verified that the nominated candidates are able to dedicate the expected time to exercising the office.

It is pointed out that Prof. Dr.-Ing. Wolfgang Reitzle is to be nominated as candidate for chairperson of the Supervisory Board.

10. Resolution on the amendment of Section 11 of the Articles of In- corporation to adjust the requirements for the election of the chairperson of the Supervisory Board and their deputy

Section 11 (1) sentence 1 of the Articles of Incorporation provides that the Supervisory Board shall elect the chairperson and deputy chairperson from among its members for the duration of the term of office at a meeting held without special invitation following the Annual Shareholders' Meeting at which the shareholder representatives were elected, and shall appoint the members belonging to the committee in accordance with Section 27 (3) of the MitbestG. This provision is to be adapted to take account of the fact that with the introduction of a staggered board structure for the shareholder representatives on the Supervisory Board, as explained under agenda item 9, the terms of office of the Supervisory Board members (within the group of the shareholder representatives as well as compared to the term of the employee representatives) no longer begin and end simultaneously.

The Executive Board and the Supervisory Board propose to adopt the following reso- lution:

Section 11 (1) sentence 1 of the Articles of Incorporation will be redrafted as follows:

"In a meeting which takes place without a special invitation following the Shareholders' Meeting at which all or some of the shareholder representatives have been elected or at the end of which the term of office of the employee representatives begins after their new elections in accordance with the provisions of the German Employee Co-Determination Act, the Supervisory Board shall elect, provided that the Supervisory Board does not have a Chairman or Deputy Chairman at the end of this Shareholders' Meet- ing, from among its members the Chairman and the Deputy Chairman and, if the committee in accordance with Section 27 (3) of the German Employee Co-Determination Act is not fully staffed at the end of this Shareholders' Meeting, its members. The election of the Chairman and the Deputy Chairman shall take place for the shorter term of office of the persons to be elected as Chairman and Deputy Chairman of the Supervisory Board. The members of the committee in accordance with Section 27 (3) of the German Employee Co-Determination Act are elected for the term of office of the persons in the Supervisory Board. If the office of the Chairman or Deputy Chairman or the membership in the committee in accordance with Section 27 (3) of the German Employee Co-Determination Act ends prematurely, the Supervisory Board must immediately hold a corresponding by-election for this position."

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11. Resolution on the amendment of Section 18 of the Articles of In- corporation for adjustment to the amended wording of section 123

(4) sentence 2 AktG

Pursuant to Section 18 (1) sentence 1 of the Articles of Incorporation, in order to participate in the Annual Shareholders' Meeting, exercise voting rights or submit motions, shareholders must register with the company before the Annual Shareholders' Meeting and provide proof of their entitlement to participate in the Annual Shareholders' Meeting and to exercise their voting rights. In accordance with Section 18 (2) sentence 2 of the Articles of Incorporation, proof of entitlement must relate to the beginning of the twenty first day prior to the Annual Shareholders' Meeting, whereby the Articles of Incorporation reflect the wording of Section 123 (4) sentence 2 AktG (old version).

Due to the German Future Financing Act (ZuFinG, Federal Law Gazette I 2023 No. 354), Section 123 (4) sentence 2 AktG was amended to align with European legal requirements in that the proof must now refer to the "close of business on the twenty second day before the meeting." This does not result in any material change to the deadline. Nonetheless, Section 18 (2) sentence 2 of the Articles of Incorporation is to be adapted to the amended wording of the Act.

The Executive Board and the Supervisory Board propose to adopt the following reso- lution:

In Section 18 (2) sentence 2 of the Articles of Incorporation, the words "beginning of the twenty first" will be replaced with the words "close of business on the twenty sec- ond."

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1. Reports and further information on agenda items

1. Regarding agenda item 6: Remuneration Report for fiscal 2023

Remuneration Report
Pursuant to Section 162 of the German Stock
Corporation Act (Aktiengesetz - AktG)
General	11
Overview of the Remuneration System as of January 1, 2020	11
1.	Fixed remuneration component	13
2.	Variable remuneration component	13
	a) Performance bonus (short-term incentive, STI)	14
	b) Long-term incentive (LTI)	17
3.	Maximum remuneration	18
4.	Share ownership guideline	18
Remuneration System Prior to December 31, 2019	19
1.	Performance bonus	19
2.	Long-term incentive (LTI)	19
Individual Remuneration of the Members of the Executive Board in Fiscal 2023	20
1.	Presentation of the fixed and variable remuneration components of individual members	20
2.	Performance bonus (STI)	24
3.	Long-term incentive (LTI)	25
Additional Disclosures	28
Supervisory Board	35
Key Planned Changes to the Remuneration System in 2024	37

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