Dependent Company Report
Final declaration from the Executive Board’s report on relations with affiliated companies pursuant to Section 312 of the German Stock Corporation Act (Aktiengesetz – AktG)
In fiscal 2025, Continental AG was a dependent company of INA-Holding Schaeffler GmbH & Co. KG, Herzogenaurach, Germany, as defined under Section 312 AktG. In line with Section 312 (1) AktG, the Executive Board of Continental AG has prepared a report on relations with affiliated companies, which contains the following final declaration:
“We declare that the company received an appropriate consideration for each transaction and measure listed in the report on relations with affiliated companies from January 1 to December 31, 2025, under the circumstances known to us at the time the transactions were made or the measures taken or not taken. To the extent the company suffered any detriment thereby, the company was granted the right to an appropriate compensation before the end of the 2025 fiscal year. The company did not suffer any detriment because of taking or refraining from measures.”
Additional Disclosures and Notes Pursuant to Sections 289a and 315a HGB
1. Composition of issued capital
As of the end of the reporting period, the issued capital of the company amounted to €512,015,316.48 and is divided into 200,005,983 no-par-value shares. These shares of Continental AG are, without exception, common shares; different classes of shares have not been issued and have not been provided for in the Articles of Incorporation. Each share bears voting and dividend rights from the time it is issued. Each share entitles the holder to one vote at a Shareholders’ Meeting (Article 20 (1) of the Articles of Incorporation). There are no shares with privileges.
2. Restrictions on voting rights or transfer options
Restrictions relating to voting rights or the transfer of the company’s shares are not known to the Executive Board.
3. Shareholdings exceeding 10% of voting rights
For details of the equity interests exceeding 10% of the voting rights (reported level of equity interest), please refer to the notice in accordance with the German Securities Trading Act (Wertpapierhandelsgesetz – WpHG) under Note 42 to the consolidated financial statements, and to the notes to the separate financial statements of Continental AG.
4. Bearers of shares with privileges
There are no shares with privileges granting control.
5. Type of voting right control for employee shareholdings
The company is not aware of any employees with shareholdings not directly exercising control of their voting rights.
6. Provisions for the appointment and dismissal of members of the Executive Board and for the amendment of the Articles of Incorporation
a) In accordance with the Articles of Incorporation, the Executive Board consists of at least two members; beyond this the number of members of the Executive Board is determined by the Supervisory Board. Members of the Executive Board are appointed and dismissed in accordance with Section 84 of the German Stock Corporation Act (Aktiengesetz – AktG) in conjunction with Section 31 of the German Co-determination Act (Mitbestimmungsgesetz – MitbestG). In line with this, the Supervisory Board is responsible for the appointment and dismissal of members of the Executive Board. It passes decisions with a majority of two-thirds of its members. If this majority is not reached in the event of an appointment, the so-called Mediation Committee must submit a nomination to the Supervisory Board for the appointment within one month of voting. Other nominations can also be submitted to the Supervisory Board in addition to the Mediation Committee’s nomination. A simple majority of the votes is sufficient when voting on these nominations submitted to the Supervisory Board. In the event that voting results in a tie, a new vote takes place in which the chairman of the Supervisory Board has the casting vote in accordance with Section 31 (4) MitbestG.
b) Amendments to the Articles of Incorporation are made by the Shareholders’ Meeting. In Article 20 (3) of the Articles of Incorporation, the Shareholders’ Meeting has exercised the option granted in Section 179 (1) Sentence 2 AktG to confer on the Supervisory Board the power to make amendments affecting only the wording of the Articles of Incorporation.
In accordance with Article 20 (2) of the Articles of Incorporation, resolutions of the Shareholders’ Meeting to amend the Articles of Incorporation are usually adopted by a simple majority and, insofar as a capital majority is required, by a simple majority of the capital represented unless otherwise stipulated by mandatory law or particular provisions of the Articles of Incorporation. The law prescribes a mandatory majority of three-quarters of the share capital represented when resolutions are made, for example, for amendments to the Articles of Incorporation involving substantial capital measures, such as resolutions concerning the creation of authorized or contingent capital.
7. Authorizations of the Executive Board, particularly with regard to its options for issuing or withdrawing shares
a) The Executive Board can issue new shares only on the basis of resolutions by the Shareholders’ Meeting. As at the end of the reporting period, the Executive Board had not been authorized to issue new shares in connection with a capital increase (authorized capital) or to issue convertible bonds, warrant-linked bonds or other financial instruments that could entitle the bearers to subscribe to new shares.
b) The Executive Board may only buy back shares under the conditions codified in Section 71 AktG. The Shareholders’ Meeting has not authorized the Executive Board to acquire treasury shares in line with Section 71 (1) No. 8 AktG.
8. Material agreements of the company subject to a change of control following a takeover bid and their consequences
The following material agreements are subject to a change of control at Continental AG:
a) The agreement concluded on December 3, 2019, for a syndicated revolving credit facility of €4.0 billion, which was reduced to €2.5 billion when the former Automotive and Contract Manufacturing group sectors were spun off in September 2025, grants each creditor the right to terminate the agreement prematurely and to demand repayment of the loans granted by it if one person or several persons acting in concert acquire control of Continental AG and subsequent negotiations concerning a continuation of the loan do not lead to an agreement. The term “control” is defined as the holding of more than 50% of the voting rights or if Continental AG concludes a domination agreement as defined under Section 291 AktG with Continental AG as the company dominated.
b) The bonds issued by Continental AG in May 2020 at a nominal amount of €750 million, in November 2022 at a nominal amount of €625 million, in June 2023 at a nominal amount of €750 million, in August 2023 at a nominal amount of €500 million, in October 2024 at a nominal amount of €600 million, in May 2025 at a nominal amount of €750 million and in September 2025 at a nominal amount of €600 million entitle each bondholder to demand that the bonds held by the bondholder be redeemed or acquired at a price established in the bond conditions in the event of a change of control at Continental AG. The bond conditions define a change of control as the sale of all or substantially all of the company’s assets to third parties that are not affiliated with the company, or as one person or several persons acting in concert, pursuant to Section 2 (5) of the German Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG), holding more than 50% of the voting rights in Continental AG by means of acquisition or as a result of a merger or other form of combination with the participation of Continental AG.
If a change of control occurs as described in the agreements above and a contractual partner or bondholder exercises its respective rights, it is possible that required follow-up financing may not be approved under the existing conditions, which could therefore lead to higher financing costs.
c) In 1996, Compagnie Financière Michelin SCmA, Granges-Paccot, Switzerland (now Compagnie Financière Michelin SAS, Clermont-Ferrand, France), and Continental AG founded MC Projects B.V., Maastricht, Netherlands, with each owning 50%. Michelin contributed the rights to the Uniroyal brand for Europe to the company. MC Projects B.V. licenses these rights to Continental. According to the agreements, this license can be terminated without notice if a major competitor in the tire business acquires more than 50% of the voting rights of Continental. In this case, Michelin also has the right to acquire a majority in MC Projects B.V. and to have MC Projects B.V. increase its minority stake in the manufacturing company of Continental Barum s.r.o., Otrokovice, Czech Republic, to 51%. In the case of such a change of control and the exercise of these rights, there could be losses in sales of the Tires group sector and a reduction in the production capacity available to this group sector.
9. Compensation agreements of the company with members of the Executive Board or employees in the event of a takeover bid
No compensation agreements have been concluded between the company and the members of the Executive Board or employees in the event of a takeover bid.Remuneration of the Executive Board
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, and a variable component that is based on performance, consisting of a short-term remuneration component and long-term remuneration components. Further details including individual remuneration are specified in the remuneration report that is available on our website under Company/Corporate Governance/Executive Board.
Corporate Governance Statement Pursuant to Sections 289f and 315d HGB
The corporate governance statement pursuant to Sections 289f and 315d of the German Commercial Code (Handelsgesetzbuch – HGB) is available to our shareholders on our website under Company/Corporate Governance/Principles and Declarations. Please also refer to the corporate governance statement pursuant to Sections 289f and 315d HGB starting on page 20 of this annual report.
