Continental : Publication of the Resolution and of the Remuneration System for the Executive Board members in accordance with Section 120a Abs. 2 German Stock Corporation Act (AktG)

Continental Aktiengesellschaft

Hannover

ISIN: DE 0005439004

WKN: 543 900

Publication of the Resolution and of the Remuneration System for the Executive Board members in accordance with Section 120a paragraph 2 German Stock Corporation Act (AktG)

At the Annual Shareholders' Meeting of Continental AG on Friday, April 26, 2024, the revised system for the remuneration of the members of the Executive Board was put for approval under agenda item 7 "Resolution on the approval of the remuneration system for members of the Executive Board".

The system for the remuneration of the members of the Executive Board was approved as follows:

170,265,524	Shares for which valid votes were cast (= 85.13 % of the Ca-
	pital Stock)
158,396,015	Yes	93.03 %
11,867,509	No	6.67 %

The remuneration system for the members of the Executive Board is structured as follows:

Continental AG

Remuneration System for the Executive Board from 2024

1. Further Development of the Remuneration System

The current remuneration system for the Executive Board of Continental AG (hereinafter "Con- tinental") was put to a vote at the Annual Shareholders' Meeting in 2020 and approved by the shareholders present with 97.41% of the vote. In 2023, the Supervisory Board conducted a review of the remuneration system taking into account the company's strategic objectives, investor expectations and common market practice. The remuneration system for the members of the Executive Board developed on the basis of this review is in line with the provisions of the German Stock Corporation Act (Aktiengesetz - AktG) and with the principles, recommendations and proposals of the German Corporate Governance Code (Deutscher Corporate Governance Kodex - DCGK). The basics of the updated remuneration system are explained be- low.

The updated remuneration system applies effective January 1, 2024 to all active members of the Executive Board, provided they have concluded the relevant amendment agreements with the company, as well as to all new appointments and reappointments, subject to presentation to the 2024 Annual Shareholders' Meeting for approval.

The table below provides an overview of the key changes and the reasons behind them:

Previous	Changes and their background
arrangement

Short-term incentive (Performance bonus)

Performance criteria

The performance criteria include free cash flow, EBIT (adjusted), ROCE and additional personal performance criteria that are included in the form of the Personal Contribution Factor (PCF).

Change:

In the further developed remuneration system, free cash flow and EBIT each have a weighting of 45% and ESG targets have a weighting of 10% in the short-term incentive (performance bonus - STI). The ROCE performance criterion is transferred to the long-term incentive (LTI) as a performance target. The possible adjustments for calculation of the EBIT for the purposes of Executive Board remuneration are adapted and the figure is essentially brought into line with the key figure used in the annual report. As in the previous system, the Supervisory Board can define personal performance criteria, which are included in the form of the Personal Contribution Factor (PCF).

Background:

The focus of the adjustment is on operational profitability without taking special effects into account. Adjusted EBIT, which is now fundamentally used, is one of Continental's key internal performance indicators, is part of the remuneration system for managers and is an important KPI communicated to the capital market. The adjustments underlying the adjusted EBIT are made on the basis of a narrowly defined catalog and are signed off by the Supervisory Board for the purpose of determining Executive Board remuneration.

Sustainability is also an essential and integral part of Continen- tal's corporate strategy. In future, the Supervisory Board will therefore set various strategy-relevant, ambitious and measurable ESG targets for a financial year.

1

Long Term Incentive	Change:
Performance criteria	In the updated remuneration system, the relative performance
The performance of total	of TSR (weighting: 50%) is linked by way of addition with
ROCE (weighting: 30%) and ESG targets (weighting: 20%).
shareholder return (TSR)	The range for deviations from the benchmark index for TSR
is linked by way of multi-	has been adjusted from previously -25 to +25 percentage
plication with a sustaina-	points, to now -20 to +20 percentage points.
bility factor.	Background:
	In addition to the relative TSR as an external financial target,
	the LTI will in future also be measured using ROCE, an internal
	profitability indicator that expresses Continental's financing ca-
	pability and value generation. By anchoring ROCE in the LTI
	instead of the STI, an incentive is created to secure Continen-
	tal's long-term profitability.
	The fact that ESG targets linked by means of addition are now
	incorporated in both variable remuneration components pro-
	vides an overall incentive to advance sustainable business
	practices at Continental. Care is taken to ensure that the ESG
	targets of the STI and the LTI complement each other as effec-
	tively as possible and are not counted twice.
	The adjustment of the range for deviations is intended to tie
	payouts more closely to the performance of the Continental
	Corporation compared with the peer group.

Pension commitment

Until now, the remuneration system has provided for a contribution-based pension commitment for all Executive Board members.

Change:

Instead of a contribution-based pension commitment, Executive Board members appointed from January 1, 2024, onward will be granted a pension allowance amounting to up to 30% of the fixed annual salary for personal provision arrangements.

Background:

An allowance for personal provision arrangements eliminates long-term risks for Continental and means that in the future it will not be necessary to form provisions for occupational ben- efits. This is also in line with the current market trend.

Penalty and clawback	Change:
	A performance correction and a performance clawback will be
The current malus and	introduced in addition to the current rules. This includes the re-
clawback regulations in-	duction and/or clawback of variable remuneration in the event
clude a reduction or claw-	that variable remuneration was calculated and paid out on the
back of variable remuner-	basis of erroneous data (e.g., erroneous consolidated financial
ation for the short-term in-	statements).
centive and long-term in-	Background:
centive in the event of
compliance violations.	The introduction of a performance correction and/or a perfor-
	mance clawback is in line with current market practice.
Exceptional develop-	Change:
ments	For the purpose of clarification, the options for specific devia-
	tions from target values in the context of the variable remu-
Under the current system,	neration or structural deviations from the remuneration sys-
it is already possible to	tem have been clearly distinguished.
temporarily deviate from

2

components of the remuneration system in the event of extraordinary events and develop- ments.

Background:

The mechanisms differentiate more strongly than before between the statutory requirements and the recommendations of the German Corporate Governance Code.

1. Principles of the Remuneration System

The remuneration system for the Executive Board makes a vital contribution to supporting the business strategy as well as the long-term and sustainable development of Continental. It provides an incentive to achieve strategic targets and uphold the company's value-creating performance over the long term in the interests of all stakeholders - customers, investors, em- ployees, business partners and society at large. Given the changes underway in the field of mobility, Continental is undergoing a comprehensive transformation process. Assisted by the development of new technologies, differentiation in its corporate portfolio, and the expansion and implementation of its sustainability strategy, Continental aims to improve operating performance and drive sustainable growth. With this in mind, the remuneration system also includes, alongside the major financial key performance indicators for implementing the transformation strategy, certain targets from the areas of environment, social and governance (ESG).

Appropriate remuneration with regard to Executive Board member performance is ensured, on the one hand, by a high proportion of variable remuneration components and, on the other, by ambitious targets in the performance criteria for those variable remuneration components. Customary market practice is applied as an additional measure in view of the size, complexity and financial situation of the company.

The Supervisory Board bases its determination of the remuneration system on the following guidelines:

1. Overview of the Remuneration System

The table below provides a comprehensive overview of the system for remunerating members of the Executive Board:

3

4

1. Components of the remuneration system

The remuneration system consists of fixed, non-performance-related remuneration components as well as variable, performance-related remuneration components, which together form the total remuneration of the members of the Executive Board. The fixed remuneration components comprise the fixed annual salary, additional benefits and the cash allowance for Executive Board members appointed for the first time after January 1, 2024 or the future benefit rights for Executive Board member appointed prior to January 1, 2024.

The variable, performance-based remuneration components comprise a short-term remuneration component (STI excluding equity deferral) as well as long-term remuneration components (LTI and equity deferral from the STI). Before the beginning of each fiscal year, the Supervisory Board, taking into account the strategic goals, the provisions of Sections 87 and 87a AktG and the DCGK in its applicable version, defines the target criteria for the variable remuneration components, the degree of achievement of which determines the actual payout.

The remuneration of the Executive Board members is therefore aligned with the long-term and sustainable development of the company. The variable remuneration is largely based on an assessment over several years. Moreover, the Executive Board members are set non-financial target criteria aimed at safeguarding the sustainable development of the company.

The remuneration system also incorporates other key regulations such as the possibility of a sign-on bonus, penalty and clawback provisions, Share Ownership Guidelines (SOG) and the legally required maximum remuneration.

2. Structure of target direct remuneration and target total remuneration

The sum of the fixed annual salary, the target amount of the STI and the target amount of the LTI together determine the target direct remuneration. This is supplemented by additional benefits and the cash allowance or future benefit rights (target direct remuneration plus additional benefits and future benefit rights together make up the target total remuneration).

To ensure the remuneration system is aligned to the principle of pay for performance, the target direct remuneration comprises mainly variable remuneration components. In addition, the vast majority of variable remuneration components are based on an assessment over several years and are paid out fully in shares. This means that the remuneration structure is aligned to the sustainable and long-term performance of the company and ensures that the variable remuneration based on the achievement of long-term targets accounts for a greater proportion of the total remuneration than the component derived from short-term targets, and that the interests of the Executive Board are in line with those of the shareholders.

The fixed annual salary accounts for around 25 - 35% of the target direct remuneration. The STI accounts for around 40 - 50% of the target direct remuneration. Of this, 60% is allocated to the portion that is paid out directly after the respective fiscal year (immediate payment). The remaining 40% of the STI is allocated to blocked shares which only become available to Executive Board members after another three fiscal years (equity deferral). The LTI accounts for around 25 - 35% of the target direct remuneration.

5

The proportion of fixed remuneration in the target total remuneration is around 20 - 30%. The STI makes up around 30 - 45 % of the target total remuneration. The LTI accounts for around 20 - 30 % of the target total remuneration.

A further component of the target total remuneration is the cash allowance, which makes up max. 7 - 9% of the target total remuneration. In the case of Executive Board members appointed prior to January 1, 2024, the future benefit rights account for around 13 - 28% of the target total remuneration. The additional benefits (excluding any possible compensation payments to new members joining the Executive Board) regularly account for 1% of the target total remuneration on average. The relative proportions of additional benefits shown may differ slightly in the future due to the costs of the contractually agreed additional benefits.

3. Maximum remuneration

In order to achieve a balanced opportunity/risk profile and an appropriate incentive effect for the remuneration system, the variable remuneration components are structured in such a way that payment may be forfeited in its entirety. On top of this, caps have been defined for both the STI and the LTI. This cap for both the STI and the LTI is 200% of the target amount or allotment value.

In addition, the Supervisory Board has defined a maximum remuneration for the members of the Executive Board pursuant to Section 87a (1) sentence 2 no. 1 AktG. The maximum remuneration comprises all payments of fixed remuneration components in the form of the fixed annual salary, any possible sign-on bonus to be paid, the additional benefits (or their value) and the cash allowance or future benefit rights, as well as the payments from the variable remuneration components. Here, the maximum remuneration limits the payments of the remuneration agreed for a fiscal year, irrespective of the actual payment date. In the case of future benefit rights, the service cost is factored into the calculation of the maximum compensation. The maximum remuneration amounts to €11.5 million for the chairman of the Executive Board and €6.2 million for the ordinary members of the Executive Board.

6

IV. Specifics of the Remuneration System

1. Fixed remuneration components

1.1. Fixed annual salary

The fixed annual salary is a set remuneration covering the entire fiscal year, which is paid in twelve equal monthly installments.

1.2. Additional benefits

Each member of the Executive Board also receives additional benefits. These include:

• Provision of a company car that may also be used privately
• Reimbursement of travel expenses and, where necessary, relocation costs and ex- penses for having to maintain a second domicile in order to perform his or her office
• A regular health checkup
• Directors' and officers' (D&O) liability insurance with deductible in accordance with Section 93 (2) sentence 3 AktG
• Accident insurance
• The Employers' Liability Insurance Association Contribution, including, where neces- sary, income tax incurred as a result
• Health insurance and long-term care insurance contributions based on Section 257 of Book V of the German Social Code (Sozialgesetzbuch - SGB) and Section 61 of Book XI SGB.

1.3. Cash contribution/pension commitment

In place of a commitment to provide occupational retirement benefits, the Supervisory Board provides Executive Board members appointed for the first time after January 1, 2024 with a cash allowance for personal provision arrangements amounting to at max. 30% of their fixed annual salary. The cash allowance is paid out once a year and is calculated pro rata for any members who join or step down from the board over the course of the year.

Executive Board members appointed prior to January 1, 2024 were awarded future benefit rights within the scope of a defined contribution commitment. A capital component is credited to the Executive Board member's pension account each year. To determine this, a fixed con- tribution, agreed by the Supervisory Board in the respective Executive Board member's service agreement, is multiplied by an age factor that represents an appropriate return. For Executive Board members who were already in office prior to January 1, 2014, the retirement agreement valid up until December 31, 2013, was superseded by a starting component on the capital account. When the insured event occurs, the benefits are paid out as a lump sum, in installments or - as is normally the case due to the expected amount of the benefits - as a pension. The retirement benefits are adjusted in accordance with Section 16 of the German Company Pensions Law (Betriebsrentengesetz - BetrAVG) once retiree status occurs and benefit payments are to commence.

7

2. Variable remuneration components

1. Short-termincentive (performance bonus - STI)

1. How it works

The STI is a variable remuneration component that creates incentives to achieve Continental's operating targets. The amount of the payout is dependent on overall target achievement in the defined performance criteria and can range between 0% and 200% of the individual target amount agreed with each Executive Board member in their employment contract. Thus, it is possible that no STI is paid at all.

2.1.2. Performance criteria

The selection of performance criteria is intended to incentivize Executive Board members to create value and to achieve or outperform the targets set. The amount of the STI to be paid depends on the extent to which an Executive Board member meets the targets set for them by the Supervisory Board. Target achievement for the STI is measured on the basis of the financial performance criteria of adjusted EBIT (45% weighting) and free cash flow (FCF) (45% weighting), as well as the non-financial performance criteria consisting of ESG targets (10% weighting), linked by way of addition. Target achievement in respect of the performance criteria is multiplied by the personal contribution factor (PCF).

1. Adjusted EBIT

EBIT reflects the results of ordinary business activities and is used to assess operating profit- ability. The STI is determined on the basis of adjusted EBIT so that operating profitability is measured independently of non-recurring effects and the Executive Board is incentivized to increase this profitability further. Adjusted EBIT is one of Continental's main internal KPIs and is reported in the Annual Report and in other financial communications.

The financial performance criterion of adjusted EBIT is based on earnings before interest and tax, adjusted for amortization of intangible assets from purchase price allocation (PPA), changes in the scope of consolidation and special effects (hereinafter "adjusted EBIT"). Special effects include:

• Impairment on goodwill, other intangible assets, and property, plant and equipment
• Income and expenses from restructuring measures
• Gains and losses from disposals of companies and business operations

8