CON 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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Consumer Cyclical - Germany
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