543900 Continental AG

Etude de l'AG du 28/04/2017

Items 4.4, 4.14, 4.18: We recommend opposing the discharge of Supervisory Board members Prof. Dr.-Ing. Peter Gutzmer, Maria-Elisabeth Schaeffler-Thumann and Elke Volkmann due to their insufficient attendance at Board meetings.

Item 5: We recommend opposing the re-appointment of KPMG, Hanover, as auditor for the current financial year. KPMG has audited the Company since at least the financial year 1975 (no earlier data available) which exceeds our maximum acceptable term of office. We consider a longer term of office may impair the auditor's independence.

Item 6: We recommend opposing the approval of the Management Board members' remuneration system due to concerns over the relative rise in the compensation of the CEO as well as over the absolute level of remuneration being paid to ManagementBoard members under the new remuneration system. In addition, we do not support that the Supervisory Board keeps the possibility to grant the Management Board members a special/retention bonus.

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Automobiles & Parts - Germany

Continental AG is an automotive supplier. The Company's segments include Chassis & Safety, Powertrain, Interior, Tires, ContiTech and Other/consolidation. The Chassis & Safety division develops, produces and markets intelligent systems. The Chassis & Safety division consists of four business units: Vehicle Dynamics, Hydraulic Brake Systems, Passive Safety & Sensorics, and Advanced Driver Assistance Systems. The Powertrain division integrates system solutions for the powertrains in vehicles of all classes. Interior division provides information management in vehicles and develops and produces information, communication and network solutions. Tires division offers safety through short braking distances and grip, as well as reducing fuel consumption. ContiTech division develops, manufactures and markets products for machine and plant engineering, mining, the automotive industry and other important industries.

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