Other Disclosures

36. Litigation and Compensation Claims

As a result of the completed spin-off of the former Automotive and Contract Manufacturing segments, the type and scope of matters subject to reporting requirements have changed. The corporate separation agreement stipulates that, unless regulated otherwise in the agreement, financial liability for legal risks originating during the period prior to the spin-off that relate to the former Automotive and Contract Manufacturing segments lies with AUMOVIO SE. The disclosures provided in this note have been adjusted accordingly and focus on the key information and continuing operations for the remaining Continental Group.

Continental AG and its subsidiaries are involved in lawsuits, regulatory investigations and proceedings worldwide. Such lawsuits, investigations and proceedings could also be initiated or claims asserted in other ways in the future.

Product liability

In particular, Continental is subject to product liability and other claims alleging violations of due care, violations of warranty obligations or material defects, as well as product defects. Claims from alleged breaches of contract resulting from product recalls or government proceedings are also asserted. Among other cases, claimants in the USA file lawsuits for property damage, personal injury and death caused by alleged defects in our products. Claims for material and non-material damages, and in some cases punitive damages, are asserted. The outcome of individual proceedings, which are generally decided by a jury in a court of first instance, cannot be predicted with certainty. No assurance can be given that Continental will not incur substantial expenses as a result of the final judgments or settlements in some of these cases, or that these amounts will not exceed any provisions set up for these claims. Some subsidiaries in the USA are exposed to relatively limited claims for damages from purported health injuries allegedly caused by products containing asbestos. The total costs for dealing with all such claims and proceedings have amounted to less than €50 million per year since 2006.

Bayerische Motoren Werke AG has filed a lawsuit against Continental AG in connection with the MK C2 integrated brake system produced between 2022 and 2024, which is being partly replaced. This concerns the operating business of the former Automotive segment, which was transferred to AUMOVIO SE as part of the spin-off. According to the provisions of the corporate separation agreement, all economic opportunities and risks arising from the transferred segment shall be transferred to AUMOVIO SE, which is obligated to ensure that Continental AG is indemnified against liability for any resultant costs and obligations. Hence, there are currently no material effects arising from the lawsuit that would impact the earnings, financial and net assets position of the Continental Group. No related provisions have been formed. In accordance with IAS 37.92 and GAS 20.154, no further disclosures will be made.

Disputes over industrial property rights

Continental could be liable to pay compensation for infringements or could be forced to purchase licenses to continue using technology from third parties.

Regulatory proceedings

On October 2, 2006, South African antitrust authorities received a complaint from a third party accusing several South African tire manufacturers of alleged antitrust behavior, including Continental Tyre South Africa (Pty.) Ltd., Port Elizabeth, South Africa (CTSA), a subsidiary of Continental. On August 31, 2010, the South African antitrust authorities came to the conclusion that CTSA had violated South African antitrust law and referred the matter to the responsible antitrust court for decision. CTSA denies the allegation of infringements of South African antitrust law. However, the tribunal could impose a fine of up to 10% of CTSA’s sales. In addition, third parties may also claim damages from CTSA in case of an infringement of South African competition law.

As part of industry-wide searches, the European Commission began conducting a search of the premises of Continental AG on January 30, 2024, due to alleged antitrust violations. On the same day, Germany’s Federal Cartel Office (Bundeskartellamt) searched the premises of TON Tyres Over Night Trading GmbH, Schondra-Schildeck, Germany (a subsidiary of Continental that is no longer active), also due to alleged industry-wide antitrust violations. Both proceedings are still at an early stage. In the event that any such violation is identified, and Continental proves to be responsible for said violation, the European Commission and the Bundeskartellamt could each impose substantial fines on Continental. Furthermore, customers purportedly affected by the alleged exchange of information could claim for damages. In this context, class action lawsuits have already been filed in the USA and Canada against Continental and other tire manufacturers. The lawsuits in the USA have been consolidated before the United States District Court, Northern District of Ohio. The court granted these motions filed by the defendant tire manufacturers to dismiss the lawsuits, but also allowed the claimants to amend their combined lawsuits. The claimants filed a motion requesting that amendments to the initial lawsuit be allowed. The defendant tire manufacturers filed a motion to have said request dismissed. The court has not yet reached a decision on this matter. In accordance with IAS 37.92 and GAS 20.154, no further disclosures will be made with regard to the proceedings and the related measures so as not to adversely affect the company’s interests.

37. Contingent Liabilities and Other Financial Obligations

€ millions	Dec. 31, 2025	Dec. 31, 2024
Liabilities on guarantees	61	39
Liabilities on warranties	0	0
Risks from taxation and customs	7	59
Other financial obligations	9	9
Other contingent liabilities	22	24
Contingent liabilities and other financial obligations	100	131

As in previous years, contingent liabilities related to guarantees for the liabilities of affiliated companies and third parties not included in consolidation and to contractual warranties. To the best of our knowledge, the underlying obligations will be fulfilled in all cases. Utilization is not anticipated.

The Continental Group could be subject to obligations relating to environmental issues under governmental laws and regulations, or as a result of various claims and proceedings that are pending or that might be made or initiated against it; these are included in other contingent liabilities. Estimates of future expenses in this area are naturally subject to many uncertainties, such as the enactment of new laws and regulations, the development and application of new technologies and the identification of contaminated land or buildings for which the Continental Group is legally liable.

Open purchase commitments for property, plant and equipment amounted to €194 million (PY: €540 million).

38. Earnings per Share

Basic earnings per share decreased in 2025 to ‑€0.83 (PY: €5.84), the same amount as diluted earnings per share. In both the period under review and the previous year, there were no dilutive effects such as interest savings on convertible bonds or warrant-linked bonds (after taxes). There were also no dilutive effects from stock option plans or the assumed exercise of convertible bonds. Basic earnings per share from continuing operations amounted to ‑€2.10 (PY: €6.72).

€ millions/millions of shares	2025	2024
Net income attributable to the shareholders of the parent	–165	1,168
Weighted average number of shares issued	200	200
Basic earnings per share in €	–0.83	5.84

39. Events After the End of the Reporting Period

On February 2, 2026, the sale of the Original Equipment Solutions (OESL) business area was completed. No further material effects are expected beyond those already described in these consolidated financial statements.

Other than this, there were no significant events after December 31, 2025.

40. Auditor’s Fees

For fiscal 2025, a global fee of €17 million (PY: €19 million) was agreed for the audit of the consolidated financial statements, including the combined non-financial statement; the interim financial statements and the separate financial statements of the subsidiaries (including exchange-rate differences).

Other assurance services primarily comprise statutory and non-statutory audits in connection with the spin-off of the former Automotive and Contract Manufacturing segments and the limited assurance engagement for sustainability reporting. Other services were performed only to a limited extent.

The following fees were recognized in consolidated expenses for the auditor elected by the Annual Shareholders’ Meeting:

	2025		2024
€ millions	Continental Group	thereof Germany	Continental Group	thereof Germany
Audit of financial statements	17	9	19	9
Other assurance services	8	7	4	3
Tax advisory services	0	—	0	—
Other services	0	0	0	0
Total	25	16	23	12

The figures to be disclosed in accordance with Section 314 (1) No. 9 of the German Commercial Code (Handelsgesetzbuch – HGB) are determined pursuant to standard IDW RS HFA 36 of the Institut der Wirtschaftsprüfer in its revised version of September 8, 2016. PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft and its registered branches are deemed the auditor. Services rendered abroad were provided by PricewaterhouseCoopers network companies.

41. Transactions with Related Parties

Remuneration of the Executive Board and the Supervisory Board

The remuneration of the Continental Group’s key management personnel that must be disclosed in accordance with IAS 24, Related Party Disclosures, comprises the remuneration of the active members of the Executive Board and the Supervisory Board.

The remuneration of the active members of the Executive Board in the respective years was as follows:

€ millions	2025	2024
Short-term benefits	12	9
Service cost relating to post-employment benefits	3	4
Termination benefits	5	0
Share-based payment	24	5
Total	45	19

The total remuneration of the members of the Executive Board comprises a number of remuneration components. These include a remuneration component that is unrelated to performance, including specific additional benefits and entitlement to a company pension or a cash pension allowance for all Executive Board members newly appointed from January 1, 2024, and a variable component that is based on performance, consisting of a short-term remuneration component and long-term remuneration components.

Additional benefits include (i) provision of a company car, which can also be for personal use, (ii) reimbursement of travel expenses, as well as relocation costs and expenses for running a second household, where this is required for work reasons, (iii) a regular health check, (iv) directors’ and officers’ (D&O) liability insurance with deductible in accordance with Section 93 (2) Sentence 3 AktG, (v) accident insurance, (vi) the employers’ liability insurance association contribution including, where necessary, income tax incurred as a result, as well as (vii) health insurance and long-term care insurance contributions based on Section 257 of Book V of the German Social Code (SGB V) and Section 61 of Book XI of the German Social Code (SGB XI).

In accordance with the regulations in force until December 31, 2023, each Executive Board member appointed until this date was granted (as part of their future benefit rights) post-employment benefits paid starting at the age of 63, but not before leaving the service of Continental AG (hereinafter “insured event”). From January 1, 2014, the company pension for the members of the Executive Board was changed to a defined contribution commitment. A capital component is credited to the Executive Board member’s pension account each year. To determine this, a fixed contribution, agreed by the Supervisory Board in the Executive Board member’s service agreement, is multiplied by an age factor that represents an appropriate return. For members of the Executive Board who were already in office prior to January 1, 2014, the future benefit rights accrued until December 31, 2013, have been converted into a starting component in 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. Post-employment benefits must be adjusted after commencement of such benefit payments by 1% p.a. in accordance with Section 16 (3) No. 1 of the German Company Pensions Law (Betriebsrentengesetz – BetrAVG).

The variable components based on performance comprise a short-term remuneration component (performance bonus without equity deferral) as well as long-term remuneration components (long-term incentive and equity deferral of the performance bonus). For the variable remuneration components, before the start of each fiscal year, target criteria are determined by the Supervisory Board with a view to its strategic goals, the provisions of Sections 87 and 87a AktG and the German Corporate Governance Code in its respective valid version, whereby the degree to which these criteria are met will determine the actual amount paid out.

The Supervisory Board may take the function and area of responsibility of the individual members of the Executive Board into account with regard to the amount of the total target-based remuneration. As part of this, shares of the individual remuneration component for the total target-based remuneration are indicated below in percentage ranges. The precise shares therefore vary depending on the functional differentiation as well as any adjustments made as part of the annual remuneration review.

The fixed annual salary comprises 20% to 30% of the target total remuneration, the performance bonus (excluding equity deferral) between 17% and 22%, and the equity deferral and long-term incentive between 33% and 38%. The pension allowance makes up around 7% to 9% of the target total remuneration. For Executive Board members appointed prior to January 1, 2024, the future benefit rights account for around 13% to 28% of the target total remuneration, while the additional benefits make up around 1% of the target total remuneration.

For a more detailed description of the remuneration system’s variable components based on performance as well as the obligations due, please see Note 27.

Provisions for defined benefit obligations of current members of the Executive Board amount to €6 million (PY: €26 million).

Provisions for severance payments for former Executive Board members amounted to €6 million in the reporting year (PY: —).

The total remuneration granted to the Executive Board of Continental AG in 2025 in accordance with Section 314 (1) No. 6 of the German Commercial Code (Handelsgesetzbuch – HGB) amounted to €22 million (PY: €17 million). That total remuneration also included, in addition to short-term benefits of €12 million (PY: €9 million), a newly granted long-term incentive plan totaling €5 million (PY: €6 million) and the equity deferral of the performance bonus of €4 million (PY: €2 million).

The fair value of the 2025 LTI plan as at the grant date, assuming full vesting, was €4 million (PY: €5 million for the 2024 LTI plan).

Moreover, former members of the Executive Board and their surviving dependents received payments totaling €15 million (PY: €9 million). Provisions for pension obligations for former members of the Executive Board and their surviving dependents amounted to €161 million (PY: €147 million).

Remuneration paid to the members of Continental AG’s Supervisory Board, including meeting attendance fees, totaled €5 million in the past fiscal year (PY: €5 million).

As in 2024, no advances or loans were granted to members of Continental AG’s Executive Board or Supervisory Board in 2025.

The table below shows the transactions with related parties other than subsidiaries from continuing and discontinued operations.

	Income		Expenses		Accounts receivable		Accounts payable
€ millions	2025	2024	2025	2024	2025	2024	2025	2024
Non-consolidated companies
Ordinary business activities	14	20	7	6	4	8	3	6
Other	3	1	0	0	—	—	0	—
Associates
Ordinary business activities	39	34	108	150	7	9	12	33
Financing	—	0	0	9	—	0	0	—
Other	—	—	—	—	—	0	0	—
Joint ventures
Ordinary business activities	20	30	3	3	0	18	0	84
Financing	—	1	0	0	—	0	0	—
Schaeffler Group1
Ordinary business activities	160	359	185	429	5	60	1	48
Other	0	126	—	0	—	7	0	0
Aumovio
Ordinary business activities	103	—	3	—	37	—	88	—
Other	160	—	74	—	—	—	1	—
Total	499	570	382	597	54	103	105	171

1 All disclosures constitute transactions of the Schaeffler Group (Vitesco Technologies until the merger on October 1, 2024).

Effective September 17, 2025, Continental transferred the shares in AUMOVIO SE to its shareholders as part of the spin-off, including to INA Holding, in the form of a non-cash dividend. The Aumovio Group has thus been considered a related party since this date.

Transactions with related parties other than subsidiaries were conducted on an arm’s length basis. Ordinary business activities comprise the purchase or sale of goods and other assets as well as rendered or received services.

The expenses and income from ordinary business activities with the Schaeffler Group mainly resulted from payments in accordance with IFRS 16, Leases, due to contract manufacturing. Please refer to Note 15 for further information.

Notices in accordance with the German Securities Trading Act (Wertpapierhandelsgesetz – WpHG)

From the start of the fiscal year to the time of the preparation of the financial statements, we received the following notifications in accordance with Section 33 (1) WpHG on holdings in Continental AG and published them in accordance with Section 40 (1) WpHG. In the event of the same party reaching, exceeding or falling below the threshold stated in this provision on multiple occasions, only the most recent notification is shown. Notifications from earlier fiscal years about the existence of voting rights shares of at least 3% are still disclosed as at the end of the reporting period. The provisions for notifications from fiscal years prior to 2018 relate to the version of the WpHG valid until January 2, 2018.

BlackRock, Inc., Wilmington, Delaware, USA, notified us on July 2, 2025, that its share of voting rights in Continental AG on July 1, 2025, amounted to 3.58%.

• 3.43% of these voting rights (6,868,956 voting rights with the security identification number DE0005439004) are attributed to the company in accordance with Section 34 WpHG.
• 0.06% of these voting rights (121,574 voting rights with the security identification number US2107712000) are attributed to the company in accordance with Section 34 WpHG.
• 0.09% of these voting rights (176,290 voting rights) are attributed to the company as instruments in accordance with Section 38 (1) No. 1 WpHG (Lent Securities).

Harris Associates L.P., Wilmington, Delaware, USA, notified us on July 2, 2025, that it held a share of voting rights in Continental AG on June 27, 2025, amounting to 2.99%. This corresponds to 5,981,913 voting rights in accordance with Section 34 WpHG.

Harris Associates Investment Trust, Boston, Massachusetts, USA, notified us on March 6, 2025, that its share of voting rights in Continental AG on March 3, 2025, amounted to 2.98%. This corresponds to 5,963,745 voting rights in accordance with Section 33 WpHG.

By way of a letter dated January 4, 2016, we received notification that:

• the share of voting rights in Continental AG held by ATESTEO Management GmbH (still operating as Schaeffler Familienholding Eins GmbH as at December 31, 2015), Herzogenaurach, Germany, fell below the threshold of 3% of voting rights on December 31, 2015, due to restructuring within the corporation and amounted to 0.00% at this time.
• the share of voting rights in Continental AG held by ATESTEO Beteiligungs GmbH (still operating as Schaeffler Familienholding Zwei GmbH as at December 31, 2015), Herzogenaurach, Germany, fell below the threshold of 3% of voting rights on December 31, 2015, due to restructuring within the corporation and amounted to 0.00% at this time.
• the share of voting rights in Continental AG held by IHO Verwaltungs GmbH (still operating as Schaeffler Verwaltung Zwei GmbH as at December 31, 2015), Herzogenaurach, Germany, on December 31, 2015, amounted to 35.99%.
• the share of voting rights in Continental AG held by IHO Beteiligungs GmbH (still operating as Schaeffler Verwaltungs GmbH as at December 31, 2015), Herzogenaurach, Germany, on December 31, 2015, amounted to 10.01%. Another 35.99% of the voting rights in Continental AG are attributed to the company in accordance with Section 22 (1) Sentence 1 No. 1 WpHG.
• 46.00% of the voting rights in Continental AG are attributed to IHO Holding GmbH & Co. KG (still operating as Schaeffler Holding GmbH & Co. KG as at December 31, 2015), Herzogenaurach, Germany, on December 31, 2015, in accordance with Section 22 (1) Sentence 1 No. 1 WpHG.
• 46.00% of the voting rights in Continental AG are attributed to IHO Management GmbH (still operating as Schaeffler Management GmbH as at December 31, 2015), Herzogenaurach, Germany, on December 31, 2015, in accordance with Section 22 (1) Sentence 1 No. 1 WpHG.
• 46.00% of the voting rights in Continental AG are attributed to INA-Holding Schaeffler GmbH & Co. KG, Herzogenaurach, Germany, on December 31, 2015, in accordance with Section 22 (1) Sentence 1 No. 1 WpHG.
• 46.00% of the voting rights in Continental AG are attributed to Schaeffler Holding LP, Dallas, Texas, USA, on December 31, 2015, in accordance with Section 22 (1) Sentence 1 No. 1 WpHG.
• 46.00% of the voting rights in Continental AG are attributed to Mrs. Maria-Elisabeth Schaeffler-Thumann on December 31, 2015, in accordance with Section 22 (1) Sentence 1 No. 1 WpHG.
• 46.00% of the voting rights in Continental AG are attributed to Mr. Georg F. W. Schaeffler on December 31, 2015, in accordance with Section 22 (1) Sentence 1 No. 1 WpHG.

As a result of the withdrawal of Schaeffler Familienholding Drei GmbH & Co. KG, Herzogenaurach, Germany, from Schaeffler Beteiligungsholding GmbH & Co. KG, Herzogenaurach, Germany, on December 31, 2015, the investment held by Schaeffler Beteiligungsholding GmbH & Co. KG, Herzogenaurach, Germany, in Continental AG accrued to IHO Verwaltungs GmbH (still operating as Schaeffler Verwaltung Zwei GmbH as at December 31, 2015), Herzogenaurach, Germany. The investment held by Schaeffler Familienholding Drei GmbH & Co. KG, Herzogenaurach, Germany, as well as the investment by its co-owners; by Schaeffler Familienholding Eins GmbH, Herzogenaurach, Germany; and by Schaeffler Familienholding Zwei GmbH, Herzogenaurach, Germany, in Continental AG accordingly ceased to exist. As a result of a subsequent further accrual and termination without liquidation of Schaeffler Familienholding Drei GmbH & Co. KG, Herzogenaurach, Germany, this company’s notification obligation in accordance with the WpHG ceased to apply on January 1, 2016.

In 2025 and until March 2, 2026, inclusively, the members of the Executive Board held shares representing a total interest of less than 1% of the share capital of the company. Shares representing 46.00% of the voting share capital of the company were attributable to the member of the Supervisory Board Mr. Georg F. W. Schaeffler. In 2025 and until March 2, 2026, inclusively, the other members of the Supervisory Board held shares representing a total interest of less than 1% of the share capital of the company.

42. List of Shareholdings of the Continental Group

Further information on equity investments can be found in the list of the Continental Group’s shareholdings in accordance with Section 313 of the German Commercial Code (Handelsgesetzbuch – HGB), which is published as part of the consolidated financial statements in the German Federal Gazette (Bundesanzeiger). The consolidated financial statements with the list of the Continental Group’s shareholdings are also made available online together with the additional documents and information in accordance with Section 124a of the German Stock Corporation Act (Aktiengesetz – AktG) at www.continental-ir.com from the point in time at which the Annual Shareholders’ Meeting is convened.

Statutory exemption provisions applying to German companies

The following German companies and partnerships utilized the exemption provisions of Section 264 (3) HGB and Section 264b HGB:

Company	Registered office
A-Z Formen- und Maschinenbau GmbH	Runding-Langwitz
balance GmbH, Handel und Beratungsservice im Gesundheitswesen	Hanover
Benecke-Kaliko AG	Hanover
C1TT GmbH	Hanover
CAS-One Holdinggesellschaft mbH	Hanover
Conseo GmbH	Hamburg
ContiMotion GmbH	Hanover
Conti Versicherungsdienst Versicherungsvermittlungsges. mbH	Hanover
Continental Caoutchouc-Export-GmbH	Hanover
Continental Finance GmbH	Hanover
Continental Fuel Storage Systems GmbH	Hanover
Continental Reifen Deutschland GmbH	Hanover
ContiTech Antriebssysteme GmbH	Hanover
ContiTech Deutschland GmbH	Hanover
ContiTech Elastomer-Beschichtungen GmbH	Hanover
ContiTech Luftfedersysteme GmbH	Hanover
ContiTech MGW GmbH	Hannoversch Münden
ContiTech Schlauch GmbH	Hanover
ContiTech Techno-Chemie GmbH	Karben
ContiTech Transportbandsysteme GmbH	Hanover
ContiTech Vibration Control GmbH	Hanover
ContiTech-Universe Verwaltungs-GmbH	Hanover
Formpolster GmbH	Hanover
Hornschuch Stolzenau GmbH	Weißbach
kek-Kaschierungen GmbH	Herbolzheim
Konrad Hornschuch AG	Weißbach
MISA-Beteiligungs GmbH	Hanover
Phoenix Beteiligungsgesellschaft mbH	Hamburg
Phoenix Compounding Technology GmbH	Hamburg
Phoenix Conveyor Belt Systems GmbH	Hamburg
Phoenix Vermögensverwaltungsgesellschaft mbH	Hamburg
REG Reifen-Entsorgungsgesellschaft mbH	Hanover
TON Tyres Over Night Trading GmbH	Schondra-Schildeck
Vergölst GmbH	Bad Nauheim

43. German Corporate Governance Code/Declaration in Accordance with Section 161 of the German Stock Corporation Act (Aktiengesetz – AktG)

The declaration required in accordance with Section 161 of the German Stock Corporation Act (Aktiengesetz – AktG) was issued by the Executive Board and Supervisory Board in December 2025, and is available to our shareholders online at www.continental.com under Company/Corporate Governance.

44. Report on Subsequent Events

On February 2, 2026, the sale of the Original Equipment Solutions (OESL) business area was completed. No further material effects are expected beyond those already described in these consolidated financial statements.

As at March 2, 2026, there were no other events or developments that could have materially affected the measurement and presentation of individual asset and liability items as at December 31, 2025.