Expert Corporate Governance Service (ECGS)
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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.

Continental AG

Continental is an automotive industry supplier. Co.'s automotive divisions comprised of: Chassis & Safety, which develops and produces systems that provide safety and enhanced vehicle dynamics; Powertrain, which develops solutions for gasoline and diesel engines, as well as hybrid and electrical drive systems; and Interior, which provides solutions for information management within vehicles and networking between vehicles. Co.'s rubber divisions comprised of: Tires, which provides tires for passenger cars through trucks, buses and construction site vehicles to special vehicles, motorcycles and bicycles; and ContiTech, which develops products made from rubber and plastic.


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