Sustainability Report – Governance Information

Material Impacts, Risks and Opportunities Related to Business Conduct

Continental assessed its actual and potential negative and positive impacts as well as abstract and tangible risks and opportunities related to business conduct according to the regulatory requirements, as described in the General Disclosures (ESRS 2) section. The general disclosures include an overview of the assessment of all identified impacts, risks and opportunities (IROs), including the time horizons considered.

In this IRO assessment, the material impacts, risks and opportunities related to business conduct were identified. Together, they form the following IRO cluster:

• Business Conduct, Corporate Governance and Corporate Culture

The descriptions of potential negative impacts and abstract risks are presented from a business-inherent perspective. They outline general impact potentials and risk exposures based on structural aspects such as business activity, geographical aspects, business model and product characteristics. This does not take into account mitigation through the management approach of Continental described in the respective IRO cluster. Actual negative impacts, tangible risks, positive impacts and opportunities are described from a company-specific perspective and consider the outcomes of the management approaches. A detailed definition of the IRO types can be found in the Impact materiality and Financial materiality subsections in the General Disclosures (ESRS 2) section.

The descriptions of IROs are to be considered as self-contained, which may result in repetitions.

The following pages provide detailed descriptions of the IROs within the IRO cluster. They also outline the management approach developed for the cluster, which manages the identified impacts, risks and opportunities. In addition, the associated targets, actions and metrics are explained (where available).

Business Conduct, Corporate Governance and Corporate Culture

Material impacts, risks and opportunities in the business conduct, corporate governance and corporate culture IRO cluster

ID		Short description	Type of IRO		Primary time horizon			Explanation
66		Antitrust incidents in own operations	Potential negative impact		Short-term			Continental operates in different markets and regions worldwide as well as within competition-intensive business models. This results in an inherent, market-dependent potential for negative impacts on markets or individuals through potentially anti-competitive behavior, particularly in areas where there is contact with competitors.
67		Negative impacts on whistleblowers	Potential negative impact		Short-term			Continental operates in different markets and regions worldwide. Across these regions, legal frameworks and market practices regarding the protection of whistleblowers differ. In connection with the confidentiality of whistleblower information, this results in a process-inherent and market-dependent potential for negative impacts on whistleblowers.
68		Incidents of corruption, bribery or fraud in own operations	Potential negative impact		Short-term			Continental operates in different markets and regions worldwide. Across these regions, legal frameworks and market practices for preventing corruption, bribery, fraud or other violations of business ethics differ. This results in a market-dependent potential for negative impacts on markets or individuals related to breaches of business ethics, particularly in areas where there is contact with business partners or other external contacts.
69		Sanctions in connection with incidents related to business conduct	Abstract and tangible risk		Short-term			Continental operates in different markets and regions worldwide. Across these regions, legal frameworks and market practices regarding business conduct differ. This results in an inherent exposure to possible effects that may arise from existing regulations, significant tightening or new requirements. In the event of severe incidents related to business conduct, this could lead to fines and penalties, remediation costs or temporary interruption of the respective business operation under current or tightened regulations as well as contractual requirements. For tire manufacturers, current and potential proceedings in individual markets pose a tangible risk.

 

Management approach for business conduct, corporate governance and corporate culture

Continental is committed to responsible business practices and responsible business ethics. Continental’s corporate culture and compliance culture serve as the foundation of its management approach for business conduct, corporate governance and corporate culture. To a large extent, the management approach is influenced by the attitude and behavior of Continental’s management and its handling of compliance risks. To cover all aspects in this regard, Continental has introduced a comprehensive compliance management system (CMS), which is managed and monitored by the compliance organization.

Continental’s CMS focuses primarily on the following areas:

• Business ethics: Compliance with anti-corruption and anti-bribery laws to promote ethical behavior, including when dealing with business partners and public officials.
• Antitrust: Compliance with competition laws to safeguard free and fair competition.
• Anti-money laundering: Compliance with laws and regulations aimed at preventing money laundering and the financing of terrorism.
• Data compliance: Compliance with all applicable international and national data protection regulations for personal and non-personal data.

Continental’s CMS covers the entire Continental Group and thus all entities under Continental’s management control.

The responsibility for the implementation of compliance lies in the so-called first line (based on the three-line model of the Institute of Internal Auditors) with the management of the respective entities of Continental and all employees. Responsibility for the system’s governance framework lies with the chief compliance officer (CCO), who is appointed by the Executive Board and acts as the second line. The CCO operates a compliance organization with several departments that report to the CCO. It consists of dedicated specialist departments as well as regional compliance contacts who primarily advise the group's business areas and operations. An internal network of compliance coordinators in countries where Continental operates supports the compliance department in disseminating information. It also facilitates central activities and provides information on relevant local regulations and requirements. The third line is represented by Group Internal Audit, which independently assesses the adequacy and effectiveness of the CMS. The Executive Board bears overall responsibility for compliance and oversees the compliance management system.

Internal compliance controls tailored to the risk profile of each entity are implemented locally and aligned with Continental’s GRC system, in particular with the group-wide internal control process, which includes a dedicated methodology.
In addition to the responsibilities within the organization, the Audit Committee of the Supervisory Board exercises further oversight of the company’s compliance management.

All members of the Executive Board of Continental have expertise in business conduct. Since October 2025, the chairman of the Executive Board has been responsible for governance related to business conduct. Previously, this responsibility rested with the Executive Board member for Group Finance and Controlling, Integrity and Law. Further information on the expertise of the members of the Executive Board is disclosed in the annex to the Executive Board By-Laws and in the curricula vitae of the individual Executive Board members on our website under  Company/Corporate Governance/Executive Board.

The Supervisory Board also has extensive and long-standing expertise in business conduct. Further information on the expertise of the individual Supervisory Board members can be found in the qualification matrix in the corporate governance statement in this annual report.

To continuously safeguard appropriate design and operational effectiveness of the CMS, various risk-based processes are carried out by the compliance organization – both centrally and locally for individual entities.

In cooperation with the relevant entities, identified on the basis of an internal initial risk assessment, it regularly conducts a process to identify risks in order to review the individual risks of the respective entities.

The compliance organization also regularly reviews its rules to safeguard compliance with legal regulations and consistency with other group rules.

Additionally, it performs regular spot checks on locally implemented internal compliance controls and initiates remedial measures in the event of deviations.

In addition, Group Internal Audit conducts focus audits of Continental’s CMS and considers compliance risks in its general audits at its own discretion. Furthermore, the compliance organization reviews the CMS processes in order to identify, analyze and eliminate any risks and inefficiencies of the system.

The processes of the CMS support the company in encouraging Continental employees to act in compliance with business processes.

Functions of Continental that are most at risk with respect to corruption and bribery are typically departments with third-party contacts, such as purchasing, sales, human relations, finance and public affairs.

An important part of Continental’s compliance program is the opportunity for whistleblowers to report their concerns and grievances. A whistleblower can be any stakeholder of Continental, such as an employee in Continental’s own workforce, a worker in the value chain, a member of an affected community, a consumer or an end-user. The whistleblowing process is managed by means of a dedicated internal rule that – in an end-to-end process – defines the roles and responsibilities along the process steps of reporting, case review, investigation and sanctioning, in line with the German Whistleblower Protection Act and relevant international legislation.

Continental provides whistleblowers with three whistleblowing channels: an integrity hotline with international and local phone numbers, an integrity platform (online portal) and an integrity e-mail address. These channels provide confidential and anonymous reporting options for (potential) compliance cases, especially in relation to:

• Manipulation of (financial) accounting;
• Competition/antitrust law;
• Fair and ethical conduct, conflicts of interest;
• Corruption/bribery;
• Discrimination, harassment, psychological abuse;
• Environmental rights;
• Export and import controls, including sanctions;
• Human rights;
• Protection of information and trade secrets;
• Integrity of the whistleblower system (e.g. whistleblower retaliation, breach of confidentiality or failure to report);
• IT security/cybercrime;
• Labor rights, including individual and collective rights;
• Market manipulation, including insider trading;
• Misuse of company property/services and theft;
• Money laundering and financing of terrorism;
• Protection of personal data;
• Physical violence;
• Sabotage and vandalism;
• Terrorism, extremism and organized crime;
• Occupational safety and health;
• Sexual harassment;
• Tax evasion/fraud;
• Technical compliance (product-related compliance);
• (Digital) fraud, embezzlement and other forms of enrichment.

These cases are reviewed by a dedicated team of case managers within the compliance organization, which forwards substantiated reports to Group Internal Audit for investigation. Further details on process steps can be found in the Prevention and detection of corruption and bribery subsection.

The underlying process is also defined in an internal rule and summarized in a publicly available document titled “Rules of Procedure”. Additionally, web-based whistleblowing training is mandatory for all employees with computer access. Employees are regularly informed about whistleblowing options, including through posters displayed at Continental locations.

In line with Directive (EU) 2019/1937, Continental’s Code of Conduct and a dedicated internal rule on whistleblowing state that retaliation against whistleblowers is not tolerated and will be sanctioned. Retaliation such as dismissal, blacklisting, demotion, denial of overtime or promotion, disciplinary measures, denial of benefits, refusal to (re)hire and intimidation constitute serious misconduct and are treated accordingly.

Employees are also free to report incidents of (potential) misconduct to their superiors, HR departments and other functions. However, these individuals or functions are not designated reporting channels under the German Whistleblower Protection Act, meaning confidentiality and anonymity cannot be fully safeguarded.

To promote and further develop the corporate culture, desired employee behavior and the self-image of the Continental Group, Continental has defined a clear vision and mission as well as four core corporate values, which form the foundation of our corporate culture. Two additional internal principles contribute to this corporate culture: our sustainability ambition and the binding Code of Conduct for all Continental employees.

To assess its corporate culture, Continental has developed the OUR BASICS Live Sustainable Engagement index as well as the OUR BASICS Live Integrity Perception index, which evaluate matters related to the perceived state of compliance culture. Both indexes are calculated based on the annual OUR BASICS Live employee survey (further information can be found in the Own Workforce (ESRS S1) section of this sustainability report).

Continental’s CMS is based on a set of rules. As a core element of Continental’s compliance program, the creation and communication of rules are embedded in Continental’s rule governance process, defining a centrally used rule management application and related processes.

Continental’s CMS is based on the IDW Assurance Standard 980 for compliance management systems issued by the Institute of Public Auditors in Germany (IDW).

Continental’s management approach for business conduct, corporate governance and corporate culture considers the interests of various stakeholders, including employees, shareholders, customers and whistleblowers.

Communication of CMS-relevant information is managed by the compliance organization to promote a culture of integrity and raise awareness of compliance topics. For example, a regular series called “Case of the Quarter” enhances sensitivity to compliance topics through an accessible and easy-to-understand “true crime” format. Open calls, intranet articles, workshops and posts in relevant internal channels focus on specific topics. Additionally, the CMS comprises several mandatory general as well as specific online and face-to-face training sessions for various target groups in the respective group sectors and functions.

The comprehensive training concept includes basic compliance training for all permanent Continental employees as well as risk-based advanced and deep dive training for specific topics and target groups. The training plan includes basic courses on anti-bribery and anti-corruption, which are held annually and are mandatory for all permanent employees. See also the associated metric “functions at risk covered by anti-corruption and anti-bribery training programs”.

Prevention and detection of corruption and bribery

Continental has established its integrity hotline as the main system to report, detect and prevent unethical and unlawful behavior, including corruption and bribery. Reporting such concerns makes a key contribution to detecting and preventing misconduct. Continental does not tolerate retaliation against whistleblowers.

The procedures in place to prevent, detect and deal with allegations or incidents of corruption and bribery are covered by the described management approaches for business conduct, corporate governance and corporate culture.

If a report is received, an investigation roundtable consisting of representatives from compliance case management and Group Internal Audit decides at its discretion whether to initiate an investigation in accordance with the group rule for whistleblowing and internal investigations.

All investigations are subject to the need-to-know principle. According to this principle, information may only be distributed or made accessible to persons who receive allegations, administer cases, perform investigations, impose sanctions or support any of these activities, or where Continental has a legitimate interest in informing other departments (e.g. in litigation), where required. The identity of the whistleblower and the accused is treated confidentially in line with applicable whistleblower protection laws.

For each case investigated, the investigation unit prepares a report and evaluates the case. After drafting the report, the investigation unit submits it to compliance case management (as part of the compliance organization) for review and quality assurance. Recommendations in the report are defined by the investigation unit and agreed upon with compliance case management. The investigation unit ensures implementation of these recommendations.

Compliance case management provides quarterly reports on ongoing and completed investigations to the chief compliance officer and the responsible Executive Board member. If a report is expected to have a significant short-term effect on Continental, compliance case management immediately informs the chief compliance officer.

The chief compliance officer and the head of Group Internal Audit regularly report to the Executive Board and the Audit Committee of the Supervisory Board. If an allegation against a member of the Executive Board is substantiated, the report is not forwarded to the Executive Board but to the chair of the Audit Committee of the Supervisory Board.

In general, communication about corruption and bribery matters is part of the overarching management approach for business conduct, corporate governance and corporate culture. In addition, all internal rules are available on Continental’s platform for internal rules on the intranet and are accessible to all employees with computer access. Online and face-to-face training ensures that rule content is explained in practical terms, including examples and case studies.

Continental’s anti-corruption and anti-bribery training program primarily relies on web-based courses delivered via a dedicated learning platform. These courses cover fundamental principles and rules on the topic and include case studies for self-assessment. The training is mandatory for all permanent employees. Through face-to-face training focusing on specialized in-depth content, selected functions such as purchasing and sales are trained in relevant aspects of business conduct and corporate governance.

The Executive Board and the Supervisory Board are regularly updated by the chief compliance officer on recent developments regarding compliance (anti-corruption and anti-bribery) topics. These updates include, where necessary, information on new legal requirements and serve as an ongoing education. In addition, the Executive Board receives the same compliance training as all other permanent employees.

Metrics related to business conduct, corporate governance and corporate culture

In the reporting year, the OUR BASICS Live Integrity Perception index metric improved to 81% (PY: 79%). The main reason for this increase is that the consolidated results presented in the sustainability report exclude the former Automotive and Contract Manufacturing group sectors. For the respective group sector configurations at the time of the survey, the results were in line with the previous year (see also the information on page 209).

As in the previous year, all Continental functions at risk were covered by anti-corruption and anti-bribery training programs in 2025.

With regard to convictions of Continental or convictions associated with Continental, the company again received no such information in the reporting year.

The total amount of fines paid for violations of anti-corruption and anti-bribery laws amounted to €0 million in 2025 (PY: €0 million).

Metrics related to business conduct, corporate governance and corporate culture	2025	2024
OUR BASICS Live Integrity Perception index, in %	81	79
Functions at risk covered by anti-corruption and anti-bribery training programs (as of December 31), in %	100	100
Number of convictions for corruption and bribery	0	0
Total amount of fines for violations of anti-corruption and anti-bribery laws, in € millions	0	0

Definitions, assumptions and calculation methods:
OUR BASICS Live Integrity Perception index

• The index is defined as the agreement of employees with questions relating to the topic of integrity perception in the OUR BASICS Live employee survey.
• The survey is based on a representative random sample across all Continental locations worldwide.
• At the time of the survey in June 2025, the Automotive and Contract Manufacturing group sectors were still part of the Continental Group. The indicator result including these group sectors was 79% for the reporting year.
• The metric is entity-specific.

Functions at risk covered by anti-corruption and anti-bribery training programs

• Includes employees of the Continental Group with a valid and active employment contract as of December 31 of the respective reporting year. Interns, trainees and non-employees are not included.
• A function at risk is a function in which employees mainly work in administrative areas and receive salaries.
• Anti-corruption and anti-bribery training programs are mandatory for all functions at risk.

Number of convictions for corruption and bribery

• Includes convictions of Continental or associated with Continental for which Continental has substantiated information.
• Includes convictions for which a court decision of first instance was issued during the reporting year.
• Definitions of corruption and bribery follow the applicable national laws.
• The data is collected by the entities.
• As no incidents occurred during the reporting period, Continental did not have to take any measures to remedy breaches of anti-corruption and anti-bribery procedures and standards.

Total amount of fines for violations of anti-corruption and anti-bribery laws

• Definitions of anti-corruption and anti-bribery follow the applicable national laws.
• The data is collected by the entities that document the convictions.
• Includes convictions that result in a fine for the Continental Group or one of its subsidiaries.
• Includes fines paid in the reporting year.
• Related expenses within the meaning of the ESRS are reported in the Consolidated Statement of Income of the Consolidated Financial Statements under “Other expenses”.