Reasonable Assurance Report of the Independent Auditor Regarding the Combined Corporate Non-financial Statement

To the Supervisory Board of Continental AG, Hanover

We have performed an independent reasonable assurance engagement on the combined corporate non-financial statement of Continental AG, Hanover, and the corporation (further “Continental“), in section “Sustainability and Combined Corporate Non-Financial Statement” as well as the by reference qualified parts ”Structure of the Corporation”, “Corporate Strategy” and “Report on Risks and Opportunities” of the combined management report (further: ”Statement“) according to §§ 315b and 315c in conjunction with 289b to 289e German Commercial Code (HGB) for the business year from January 1 to December 31, 2019.

Management’s Responsibility
The legal representatives of Continental are responsible for the preparation of the Statement in accordance with §§ 315b and 315c in conjunction with 289b to 289e HGB.

This responsibility of the legal representatives includes the selection and application of appropriate methods to prepare the Statement and the use of assumptions and estimates for individual disclosures which are reasonable under the given circumstances. Furthermore, this responsibility includes designing, implementing and maintaining systems and processes relevant for the preparation of the Statement in a way that is free of – intended or unintended – material misstatements.

Independence and quality assurance on the part of the auditor
We are independent from the entity in accordance with the requirements of independence and quality assurance set out in legal provisions and professional pronouncements and have fulfilled our additional professional obligations in accordance with these requirements.

Our audit firm applies the national statutory provisions and professional pronouncements for quality assurance, in particular the Professional Code for German Public Auditors and Chartered Accountants (in Germany) and the quality assurance standard of the German Institute of Public Auditors (Institut der Wirtschaftsprüfer, IDW) regarding quality assurance requirements in audit practice (IDW QS 1).

Responsibilities of the auditor
Our responsibility is to express a conclusion on the Statement based on our work performed within our reasonable assurance engagement.

We conducted our work in accordance with the International Standard on Assurance Engagements (ISAE) 3000 (Revised): “Assurance Engagements other than Audits or Reviews of Historical Financial Information” published by the IAASB. This standard requires that we plan and perform the assurance engagement so as to obtain reasonable assurance that the Statement of the company for the period from January 1 to December 31, 2019, has been prepared, in all material respects, in accordance with Sections 315b and 315c in conjunction with Sections 289b to 289e HGB. We do not, however, provide a separate audit opinion for each disclosure. The choice of audit procedures is at the due discretion of the auditor.

Within the scope of our engagement, we performed assurance procedures and other activities such as:

• Inquiries of personnel on corporate level who are responsible for the materiality analysis, in order to gain an understanding of the processes for determining material sustainability topics and respective reporting boundaries
• A risk analysis, including a media search, to identify relevant information on sustainability performance in the reporting period.
• Evaluation of the design and implementation of systems and processes for determining, processing and monitoring disclosures relating to environmental, employee and social matters, respect for human rights, and combating corruption and bribery, including the consolidation of data.
• Inquiries of personnel at the corporation and division level who are responsible for determining disclosures on concepts, due diligence processes, results and risks as well as for conducting internal controls and consolidating disclosures
• Performing control-based assurance procedures to assess the design and effectiveness of internal controls used to collect and process non-financial disclosures and data, including the consolidation of data at the corporation and division level.
• Substantive assurance procedures, in particular using internal and external documentation in order to determine in detail whether the disclosures correspond to relevant underlying sources
• Analytical evaluation of data and trends of quantitative information, which are reported by all sites for consolidation at the corporate level
• Evaluation of local data collection, reporting processes and reliability of reported data on site level at sites Lousado in Portugal, Toulouse, Foix, and Boussens in France as well as Northeim and Hanover (Vahrenwald) in Germany
• Assessment of the overall presentation of the disclosures

Audit opinion
In our opinion the Statement of Continental for the business year from January 1 to December 31, 2019 is prepared, in all material respects, in accordance with §§ 315b and 315c in conjunction with 289b to 289e HGB.

Restriction of use/clause on general engagement terms
This report is issued for purposes of the Supervisory Board of Continental AG, Hanover, only. We assume no responsibility with regard to any third parties.

Our assignment for the Supervisory Board of Continental AG, Hanover and professional liability is governed by the General Engagement Terms for Wirtschaftsprüfer and Wirtschaftsprüfungsgesellschaften (Allgemeine Auftragsbedingungen für Wirtschaftsprüfer und Wirtschaftsprüfungsgesellschaften) in the version dated January 1, 2017 (https://www.kpmg.de/bescheinigungen/lib/aab_english.pdf). By reading and using the information contained in this report, each recipient confirms notice of provisions of the General Engagement Terms (including the limitation of our liability for negligence to €4 million as stipulated in No. 9) and accepts the validity of the General Engagement Terms with respect to us.

Munich, March 3, 2020

KPMG AG
Wirtschaftsprüfungsgesellschaft

Hell

ppa. Mathias