EQS-News: Continental AG
/ Key word(s): AGM/EGM
Continental Aktiengesellschaft
Hanover
ISIN: DE0005439004
Unique identifier of the event:
Invitation to the Annual Shareholders' Meeting
We invite our shareholders to the
Annual Shareholders' Meeting
on Thursday, April 30, 2026, at 10:00 a.m. (CEST),
to be held at the
Kuppelsaal, Hannover Congress Centrum,
As usual, the Annual Shareholders' Meeting will be transmitted in full as an audio-visual livestream, also accessible to the general public, online at www.continental.com/en/asm. Information on the Annual Shareholders' Meeting, especially on the rights of the shareholders, can also be found under this link.
I. Agenda Documents for the Annual Shareholders' Meeting
Resolution on the appropriation of net income
Resolution on the ratification of the actions of the Executive Board members for fiscal
Resolution on the ratification of the actions of the Supervisory Board members for fiscal
5. Resolution on the appointment of the auditor and Group auditor and of the auditor for the review of interim financial reports for fiscal 2026
5.1 PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, Hanover branch, is to be appointed auditor and Group auditor for fiscal 2026. 5.2 PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, Hanover branch, is to be appointed auditor for the review (if any) of interim financial reports to be performed in fiscal 2026.
6. Resolution on the appointment of the auditor of sustainability reporting for fiscal 2026
PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, Hanover branch, is to be appointed for fiscal 2026 as auditor of sustainability reporting within the meaning of Directive (EU) 2022/2464 in the version amended by Directive (EU) 2025/794 (CSRD). This is a precautionary measure for the event that German legislation to implement Directive (EU) 2022/2464 regarding sustainability reporting by companies in the version amended by Directive (EU) 2025/794 (CSRD) requires that this auditor is explicitly appointed by the Annual Shareholders' Meeting, i.e. if the audit of sustainability reporting for fiscal 2026 is therefore not already the responsibility of the auditor pursuant to the German legislation to implement Directive (EU) 2022/2464 in the version amended by Directive (EU) 2025/794 (CSRD).
7. Resolution on the approval of the remuneration report
8. Election of the Supervisory Board
8.1 Mr. Georg F. W. Schaeffler, Dallas (USA) and Herzogenaurach (Germany), shareholder of INA-Holding Schaeffler GmbH & Co. KG and Managing Director of IHO Verwaltungs GmbH 8.2 Ms. Sabrina Soussan, Meggen (Switzerland), member of the Shareholders' Committee at Henkel AG & Co. KGaA
8.3 Mr. Satish Khatu, Naples (USA), Management Advisor 8.4 Ms. Sabine Neuß, Mömbris, Managing Director of Production / COO at Brose SE
9. Resolution on the approval of a settlement between Continental Aktiengesellschaft, D&O insurers, six former members of the Executive Board and a former employee of Continental Aktiengesellschaft for the comprehensive settlement of all claims by Continental Aktiengesellschaft against all persons insured under the D&O insurance of Continental Aktiengesellschaft, including all former and current board members, in connection with the so-called Diesel Issue (Liability and Coverage Settlement) and a related settlement between Continental Aktiengesellschaft and former member of the Executive Board Wolfgang Schäfer regarding payment and interest claims arising from his termination agreement of November 2021 (Annex to the Liability and Coverage Settlement)
With the approval of the Annual Shareholders' Meeting, the Liability and Coverage Settlement will take effect and the D&O Insurers will pay a settlement amount of around EUR 43.7 million. The Liability and Coverage Settlement does not provide for financial contributions from the Former Executive Board Members and the Former CCO. The relevant considerations in this regard are explained in the joint report of the Supervisory Board and the Executive Board on agenda item 9, under point 2.2.4.
Effect for final settlement and indemnification obligation
Proposed resolution and further information
The Liability and Coverage Settlement, including the Annex (settlement agreement between Continental and Wolfgang Schäfer), each dated September 12, 2025, between Continental Aktiengesellschaft, six former members of the Executive Board, one former employee, and the D&O Insurers in connection with the so-called Diesel Issue, with comprehensive effect for final settlement for all persons insured under the D&O insurance, including all former and current members of the executive bodies, is approved.
10. Resolution on the authorization to acquire treasury shares and on their use by way of cancellation
Creation of an authorization to acquire treasury shares The Executive Board is authorized, with the approval of the Supervisory Board, to acquire treasury shares of Continental AG ("Continental shares") until June 30, 2028, in compliance with the principle of equal treatment, up to a total of 10% of the share capital of the Company existing at the time of the resolution or - if the following value is lower - at the time the authorization is exercised. The Continental shares acquired on the basis of this authorization, together with other treasury shares that the Company has already acquired and still holds or that are attributable to it pursuant to Sections 71a et seq. AktG, may at no time exceed 10% of the respective share capital of the Company. The authorization may be exercised solely in pursuit of the purpose of distributing all or part of the proceeds expected by the Company from a potential disposal of the ContiTech group sector, on one or more occasions, in whole or in partial amounts. The authorization may not be used for any other purpose, in particular not for the purpose of trading in treasury shares.
Method of acquisition of treasury shares The acquisition of Continental shares shall be effected solely by means of a public tender offer addressed to all shareholders of the Company ("Public Tender Offer"); an acquisition of Continental shares on the stock exchange or by other means is not permitted. The Public Tender Offer must ensure that all shareholders of the Company are able to participate in the Public Tender Offer in proportion to their respective shareholdings in the Company. The Company will determine a fixed acquisition price per Continental share (excluding ancillary acquisition costs) at which it is prepared to acquire Continental shares under the Public Tender Offer. The Company will specify a time period for acceptance of the Public Tender Offer. Under the Public Tender Offer, the offered purchase price per Continental share may not fall below and may not exceed by more than 10% the average price of the Continental share, calculated on the basis of the arithmetic mean of the closing auction prices in Xetra trading (or a comparable successor system) on the Frankfurt Stock Exchange on the last five trading days prior to the day of the public announcement of the Public Tender Offer. If, following the publication of a Public Tender Offer, price deviations from the offered purchase price occur that may be material to the success of the Public Tender Offer, the Executive Board may, with the approval of the Supervisory Board, adjust the purchase price during the acceptance period of the Public Tender Offer. If the number of shares tendered by shareholders into the Public Tender Offer exceeds the total volume of the Public Tender Offer, the tendered shares shall be taken into account in proportion to the total shares held by the respective shareholders, with the aim of preserving the proportionality of shareholdings to the greatest extent possible, whereby shareholders shall either be granted transferable tender rights or it shall otherwise be ensured that the right to participate in the Public Tender Offer - which depends on the number of shares held in each case - can also be exercised by one or more other shareholders. Should the Executive Board grant tender rights, the Executive Board is authorized to make all, but not only individual, tender rights tradable. The Public Tender Offer will grant all shareholders a withdrawal right to withdraw from the contracts concluded as a result of the acceptance of the Public Tender Offer until two banking days after the Company publishes the results of the Public Tender Offer. The Public Tender Offer may provide for further conditions, provided that they do not conflict with the purposes and provisions set out herein.
Creation of an authorization to use treasury shares exclusively for cancellation The Executive Board is authorized to cancel all treasury shares acquired on the basis of this authorization without undue delay following the completion of the Public Tender Offer, without the cancellation or the implementation of the cancellation requiring any further resolution of the Annual Shareholders' Meeting; any other use - including the holding of Continental shares acquired on the basis of this authorization beyond the period required for the prompt completion of the cancellation - is excluded. The cancellation may not be limited to a portion of the treasury shares acquired. The cancellation shall result in a capital reduction, but may also be effected without a capital reduction by adjusting the pro rata amount of the share capital represented by the remaining shares. In such case, the Executive Board is authorized to amend the specification of the number of shares in the Articles of Incorporation accordingly. This authorization may be exercised on one or more occasions, in whole or in partial amounts.
11. Resolution on a new authorization for the Executive Board to hold virtual Annual Shareholders' Meetings and the corresponding amendment to Article 17 of the Articles of Incorporation
Section 17 (4) of the Articles of Incorporation will be redrafted as follows: "(4) The Executive Board is authorized to provide that the Annual Shareholder's Meeting be held at the location of the Annual Shareholders' Meeting without the physical presence of the shareholders or their proxies (virtual Annual Shareholders' Meeting). The authorization applies to Annual Shareholders' Meetings held until December 31, 2028."
12. Resolution on the amendment to Section 3 of the Articles of Incorporation on the insertion of a jurisdiction clause
Section 3 of the Articles of Incorporation is to be amended to include the following new paragraph 3: "(3) For all disputes with the Company or its bodies arising from the corporate relationship, the exclusive place of jurisdiction will be the Company's registered office, unless mandatory legal regulations provide otherwise. Foreign courts are not competent to hear such disputes. Sentences 1 and 2 also apply to disputes between the Company and shareholders seeking compensation for damages caused by false, misleading or omitted public capital market information."
13. Resolution on the remuneration of the Supervisory Board members and the corresponding amendment to Section 16 of the Articles of Incorporation
13.1 Article 16 of the Articles of Incorporation is revised as follows: Article 16
13.2 The amended remuneration of Supervisory Board members will apply from January 1, 2027. The Executive Board is instructed to file the above amendment to Article 16 of the Articles of Incorporation for entry in the commercial register in such a way that the amendment is entered on the closest possible date to January 1, 2027. 13.3 The remuneration system for members of the Supervisory Board as published on the internet at www.continental.com/en/asm is adopted in accordance with Section 113 (3) of the German Stock Corporation Act (Aktiengesetz - AktG) with effect from January 1, 2027.
II. Further information on agenda items 1. On agenda item 8: Resumes of the nominated Supervisory Board candidates 1.1 Candidates with a term of office from the close of the Annual Shareholders' Meeting on April 30, 2026, until the close of the Annual Shareholders' Meeting that resolves on the ratification of the Supervisory Board for fiscal 2029 (i.e. for around four years) Georg F. W. Schaeffler Family shareholder of INA-Holding Schaeffler GmbH & Co. KG and Managing Director of IHO Verwaltungs GmbH Mr. Georg F. W. Schaeffler has been a member of the Supervisory Board since 2009. He is also a member of the Chairman's Committee, the standing Committee pursuant to Section 27 (3) MitbestG, the Audit Committee and the Nomination Committee.
Sabrina Soussan Member of the Shareholders' Committee (Gesellschafterausschuss) of Henkel AG & Co. KGaA Ms. Sabrina Soussan has been a member of the Supervisory Board since 2025.
1.2 Candidates with a term of office from the close of the Annual Shareholders' Meeting on April 30, 2026, until the close of the Annual Shareholders' Meeting that resolves on the ratification of the Supervisory Board for fiscal 2027 (i.e. for around two years) Satish Khatu Management Advisor Mr. Satish Khatu has been a member of the Supervisory Board since 2019.
Sabine Neuß Managing Director Production / COO at Brose SE
Ms. Sabine Neuß has been a member of the Supervisory Board since 2014.
2. Further information on agenda item 9 2.1 Settlement agreement between Continental, the D&O Insurers, Former Executive Board Members and the Former CCO of Continental Aktiengesellschaft dated September 12, 2025, including Annex (settlement agreement between Continental and Wolfgang Schäfer) The Liability and Coverage Settlement reads as follows: Liability and Coverage Settlement
zwischen
and
and
and
(the insurance companies 2 to 4, including their co-insurers and
and
and
and
and
and
(Dr. Neumann, Mr. Wennemer, Dr. Hippe, Mr. Schäfer, Mr. Avila, and Dr. Degenhart hereinafter collectively referred to as "Former Members of the Executive Board" and individually as "Former Member of the Executive Board"), and
(the Former Members of the Executive Board and [Name of the former General Counsel and Chief Compliance Officer removed for invitation to the Annual Shareholders' Meeting] hereinafter collectively referred to as the "Defendants", Continental, the Insurers, and the Defendants hereinafter also each individually referred to as a "Party" and collectively as the "Parties").
Insofar as an Insurer has the lead in an excess contract in accordance with Section I. B. of the preamble, it acts both in its own name and on behalf of the co-insurers of the respective excess contract, unless explicitly stated otherwise in this liability and coverage settlement. Any provision relating to the Insurers shall also apply to or against all co-insurers of the Insurers on the basis of the agreed lead clauses, unless otherwise explicitly stipulated in this liability and coverage settlement.
Preamble
The total sum insured under the Insurance Program is therefore EUR 400 million. With effect from January 1, 2021, as agreed between the D&O Insurers and Continental, the D&O Insurers excluded coverage for claims asserted for the first time in connection with the "provision of illegal defeat devices for vehicle engines" under the Continental D&O by means of a specific matter exclusion. The Insurers and Continental are of the opinion that the Continental D&O does not provide coverage for directors' and officers' liability claims in connection with the Settled Matter (as defined in Section 2.1) for which less than three years has elapsed since their occurrence. The Defendants do not share this view.
In the interest of avoiding lengthy disputes and the associated litigation and cost risks, the Parties intend ? while maintaining their respective positions, ? without acknowledging any legal obligation and ? without prejudice to any legal disputes to reach a settlement on the liability and coverage claims in connection with the Diesel Issue, which shall be comprehensive and final. In particular, the conclusion of this agreement does not imply any acknowledgment of any breach of duty and/or liability on the part of the Defendants or any obligation on the part of the Insurers to provide coverage. With this in mind, the Parties enter into the following agreement (the "Agreement"):
Continental also undertakes to not or no longer assert, assign, or otherwise transfer any Relevant Claims against the Defendants and other Insured Persons based on and/or in connection with the Settled Matter, either in or out of court. Continental will also ensure, to the extent legally permissible, that other companies of the Continental Group and Former Subsidiaries likewise permanently refrain from asserting, assigning, or otherwise transferring Relevant Claims against the Defendants and other Insured Persons based on and/or in connection with the Settled Matter, either in or out of court. The settlement and release pursuant to this Section 2.1 shall have limited overall effect (beschräntke Gesamtwirkung). The Parties expressly agree that the agreed settlement and release shall not cover claims of the Continental Group or Former Subsidiaries against third parties who are not Insured Persons on the basis of and/or in connection with the Diesel Issue, nor shall it cover claims and rights arising from this Agreement.
The same applies if a company of the Continental Group or a Former Subsidiary causes legal defense costs for Insured Persons through comparable actions (in particular, third-party notices, requests to waive the statute of limitations).
The same shall apply if third parties cause legal defense costs to be incurred by Insured Persons as a result of and/or in connection with the Settled Matter through comparable actions (in particular, notices of dispute, requests to waive the statute of limitations).
The indemnification obligation of Continental under Sections 3.1, 3.2, and 3.4 of this Agreement shall not apply if indemnification would violate mandatory legal provisions, nor shall it apply to the respective Insured Persons if coverage would be excluded under Section 4.1 of AVB ULHV 2016-E (AIG) in the version according to Addendum No. 37 ULHV 2016-E (AIG) (in this respect, however, the obligation to indemnify with regard to legal defense costs shall remain in force until the exclusion is determined by settlement, express written acknowledgment, or final court judgment).
In the case of this Section 4.3, Continental may demand that the respective Defendant transfer his indemnification claims against the Insurers, insofar as these are related to claims for damages asserted by Continental, but not his claims for defense costs against the Insurers, in whole or in part, to Continental or to a third party to be named by Continental in writing. The Defendants guarantee that they have not encumbered the indemnification claims with third-party rights, but they do not guarantee the existence and enforceability of the indemnification claims. Continental is then entitled, but not obligated, to bring a direct action against the Insurers.
The Parties shall each bear their own costs incurred in connection with the conclusion of this Agreement. Furthermore, the Parties shall bear their own legal fees. There shall be no compensation for costs.
All notices and declarations based on or in connection with this Agreement must be made in writing and also sent in advance by email to:
AIG:
Skadden, Arps, Slate, Meagher & Flom LLP [removed for invitation to the Annual Shareholders' Meeting]
The legal representatives named in the heading for the respective Defendants.
a scanned copy of the Agreement, signed and initialed on each page, by email in advance; eleven originals of the complete Agreement, initialed on each page, including the handwritten signature pages, by courier.
[Signature pages for invitation to the Annual Shareholders' Meeting removed]
Final settlement of claims arising from employment agreement and waiver of statute of limitations
between
and
(Continental and Mr. Schäfer hereinafter individually referred to as a "Party"
Preamble
Mr. Schäfer has rejected the allegation of a breach of duty of care and disputed the legal grounds and the amount of the claim for damages. Mr. Schäfer believes that the claim under Section 5.1 of the Termination Agreement has arisen and is asserting this claim as well as the claim under Section 4 of the Termination Agreement. He also points out that the criminal investigations against him referred to in Section 4.2 of the Termination Agreement have all been discontinued by the public prosecutor's office. On this basis, he is demanding payment of a total of EUR 8,734,664.50 plus interest. In connection with the criminal investigations against Mr. Schäfer, which have since been discontinued, and the fulfillment of his obligations to provide information to Continental in connection with the Diesel Issue, Mr. Schäfer also incurred costs for his criminal defense and criminal law advice, which are to be covered in Section 4.3 of the Termination Agreement and which have not yet been fully reimbursed due to a disagreement about the validity and scope of the existing cost coverage agreement. The alleged claims of Mr. Schäfer listed under C and D are the "Alleged Claims".
Now therefore, the Parties agree:
[Signature pages for invitation to the Annual General Meeting removed] 2.2 Joint report of the Supervisory Board and the Executive Board on agenda item 9
2.2.1 Background to the settlement agreement a) The Diesel Issue at Continental In July 2007, Continental announced the acquisition of Siemens VDO ("SVDO"). The purchase was completed in December 2007. With SVDO, Continental also took over the development and delivery of the engine control software for VW's EA 189 ("Project EA 189"). VW had awarded this contract to SVDO in May 2006. Project EA 189 faced challenges, particularly as a result of the demanding new EURO 5 emission limits. The challenges were exacerbated by the fact that VW wanted to use a relatively small diesel particulate filter ("DPF") for cost and space reasons. The DPF filters soot particles produced during fuel combustion to prevent them from entering the environment. When the filter is full, it must regenerate itself through a process known as burn-off. However, after a certain number of regeneration cycles, the DPF must be replaced. Its longevity increases if it is loaded as slowly as possible. However, for physical reasons, a reduction in particle emissions leads to an increase in NOX-emissions (known as the sootNOX-trade-off). Lower particle emissions to protect the relatively small DPF therefore inevitably led to higherNOX-emissions, which in this case exceeded the legal limits. However, the engine control unit of the EA 189 for the VW Golf and Golf Plus contained software that ensured that this limit was not exceeded during regulatory test conditions. Continental was involved in the development of this software, although the relevant divisions are no longer part of Continental. Technically, the shut-off device worked as follows: after each engine start, the so-called "normal mode" was initially active. In this mode, the vehicles complied with the legally prescribed EURO 5 emission limits. However, as soon as certain parameters specific to regulatory test situations were no longer present, the software irreversibly switched to "acoustic mode." In this mode, the vehicles exceeded the legal nitrogen oxide emission limits many times over, while fuel consumption and particle emissions were lower. On September 18, 2015, the Diesel Issue became public. The United States Environmental Protection Agency ("EPA") accused VW of installing so-called "defeat devices" (illegal shut-off devices under US law) in the EA 189 2.0 l and of violating environmental protection regulations as a result. Shortly thereafter, VW representatives informed Continental representatives that the EA 189 supplied by Continental also contained an "unregistered cycle detection or defeat device" and that VW needed Continental's help in removing the defeat device. Continental launched an internal investigation ("Lupus Investigation"). Neither the persons responsible at the time nor the Initial Legal Advisors ensured that the investigation was independent, open-ended and comprehensive. Despite the shortcomings of the Lupus Investigation, there were indications of misconduct on the part of Continental employees, Continental executives and a former member of the Executive Board. These indications were not properly investigated. b) Investigation of the Diesel Issue and review of responsibilities On July 1, 2020, the Hanover public prosecutor's office searched Continental's business premises for the first time in connection with the EA 189. Between September 2020 and early November 2021, there were five further searches at Continental and its subsidiaries. Continental executives initially re-engaged the Initial Legal Advisors. This time, the mandate also included defending the Company and conducting a (further) internal investigation into EA 189. However, this investigation was also inadequate, and the Initial Legal Advisors failed to cooperate with the Hanover public prosecutor's office as requested by Continental. Finally, the Hanover public prosecutor's office scheduled a meeting with several Company executives in the presence of the Initial Legal Advisors. At this meeting, the public prosecutor's office harshly criticized the investigation conducted so far and the insufficient cooperation at that time. The public prosecutor's office summoned several members of the Supervisory Board as witnesses. When calculating the fine, the public prosecutor's office blamed the Company for failing to provide sufficient information and cooperation up to that point. After the criticism of the Hanover public prosecutor's office, the Supervisory Board then took over the investigation and changed legal advisors. The Supervisory Board resolved to conduct an independent and comprehensive investigation into Continental's role in the Diesel Issue, also in order to assess possible misconduct on the part of members of the Executive Board. To this end, it commissioned a comprehensive and independent investigation of various emissions issues and related Executive Board investigations from June 2021 to September 2024, engaging a law firm specializing in this area as well as a forensic and technical expert. The Supervisory Board had the results of the investigation reviewed from a legal perspective for possible claims for damages. On September 19, 2024, the Supervisory Board considered the claims for damages assessed by its legal advisors and resolved to claim damages of approximately EUR 296 million from the Former Executive Board Members for breaches of their duty of care. On November 15, 2024, the Executive Board also resolved to include claims for damages against the Former CCO in connection with the Diesel Issue in any negotiations with the D&O Insurers. The resolutions are based on legal advice from Skadden (for the Supervisory Board) and GMW as well as the external employment law advisors (for the Executive Board), which had each affirmed enforceable claims for damages due to negligent breaches of duty of care. The review covered the members of the Executive Board in office during the relevant period and involved subordinate employees. Continental's Executive Board has also conducted a review of whether former or current members of the Supervisory Board acted in accordance with their duties of care in connection with the Diesel Issue. The Executive Board also commissioned the law firm GMW to conduct this review. GMW concludes that there are no indications that former or current members of Continental's Supervisory Board may have violated their obligations under stock corporation law in connection with the Diesel Issue. c) Ongoing proceedings in connection with the Diesel Issue With the Liability and Coverage Settlement and Annex taking effect, Continental has largely concluded the Diesel Issue for Continental. Continental currently pursues claims against the Initial Legal Advisors, which they reject. In addition, to the best of Continental's knowledge, criminal proceedings against Dr. Karl-Thomas Neumann and three former employees are still ongoing, although Continental is not involved in these proceedings. d) Continental's claims for damages against the Former Executive Board Members Continental believes that it has enforceable claims for damages in a substantial amount against a total of six former members of the Executive Board in connection with the Diesel Issue. (1) Dr. Karl-Thomas Neumann Dr. Karl-Thomas Neumann was a member of Continental's Executive Board from October 1, 2004, to August 12, 2009, and was responsible for the Automotive Systems division, which also included the Powertrain division from 2007 onwards. From September 1, 2008, until his departure from the Executive Board on August 12, 2009, he also held the position of Chief Executive Officer. In Continental's opinion, Dr. Karl-Thomas Neumann negligently violated his duties of care under stock corporation law by:
By December 8, 2008, at the latest, Dr. Karl-Thomas Neumann received concrete indications of misconduct by former Continental employees in the development of VW's EA 189. By this date at the latest, he was aware of various modes with different emissions within the engine control software with which VW had obtained certification for the EA 189. At the same time, he learned that Continental employees were working on the development of these modes. Nevertheless, Dr. Karl-Thomas Neumann did not demand any investigation and did not take any other measures to ensure the admissibility of the software. In his role as the board member responsible for the Automotive Systems division, Dr. Karl-Thomas Neumann was also jointly responsible for the integration of SVDO. The acquisition created new risks, particularly in the area of environmental regulations. Even though Dr. Karl-Thomas Neumann realized this, he failed to create a system that ensured legal compliance of the products of the Engine Systems business unit. Through the lawyers he commissioned, Dr. Karl-Thomas Neumann rejected the allegation of a breach of his duty of care and disputed the claims asserted. (2) Manfred Wennemer Manfred Wennemer was a member of Continental's Executive Board from May 1, 1998, to August 31, 2008. From September 11, 2001, until his departure from the Executive Board, he held the position of Chairman of the Executive Board. From 1998 to 2005, he was also responsible for the ContiTech division. From 2001 to 2003, he was also responsible for the Passenger Car Tires division, and in 2003 he was Director of Labor Relations. In Continental's opinion, Manfred Wennemer negligently violated his duties of care under stock corporation law by failing, in the course of the integration of SVDO, to establish a system, which ensured compliance with legal requirements for products of the Engine Systems business unit in his capacity as the member of the Executive Board responsible for the integration; in particular, he failed to select, instruct and supervise employees who would ensure that these products complied with legal requirements. In his role as Chairman of the Executive Board, he was jointly responsible for the integration of SVDO. The largest acquisition in the Company's history created new risks, particularly in the area of environmental regulations. Even though Manfred Wennemer realized this, he failed to create a system that ensured legal compliance of the products of the Engine Systems business unit. Manfred Wennemer, through his lawyers, rejected the allegation of a breach of his duty of care and disputed the claims asserted. (3) Dr. Alan Hippe Dr. Alan Hippe was a member of Continental's Executive Board from June 1, 2002, to February 28, 2009, and was responsible for Finance, Controlling and Legal Affairs. From 2007, the division he headed was designated "Finance, Controlling, IT and Legal Affairs." In addition, the divisions "Passenger Car Tires" (from August 1, 2008) and "Rubber Group" (from 2008) fell within his area of responsibility until his departure. In Continental's opinion, Dr. Alan Hippe negligently violated his duties of care under stock corporation law by failing, in the course of the integration of SVDO, to create a system that ensured legal compliance of the products of the Engine Systems business unit as the member of the Executive Board responsible for the integration. In particular, he failed to select, instruct and supervise employees who would ensure that these products complied with legal requirements. In his role as a member of the Executive Board responsible for legal affairs, among other things, Dr. Alan Hippe was jointly responsible for the integration of SVDO. The acquisition created new risks, particularly in the area of environmental regulations. Even though Dr. Alan Hippe realized this, he failed to create a system that ensured legal compliance of the products of the Engine Systems business unit. Dr. Alan Hippe, through his lawyers, rejected the allegation of a breach of his duty of care and disputed the claims asserted. (4) Wolfgang Schäfer Wolfgang Schäfer was appointed to the Executive Board of Continental with effect from January 1, 2010. In this role, he was responsible for Finance, Controlling, IT and Legal Affairs throughout his term of office, which also included compliance from 2011 onwards. He held this position until his resignation on November 17, 2021. In Continental's opinion, Wolfgang Schäfer negligently violated his duties of care under stock corporation law by:
On September 18, 2015, the public learned that VW had used illegal defeat devices in its vehicles with 2.0-liter diesel engines sold in the United States. Shortly thereafter, Wolfgang Schäfer learned that the VW EA 189 engine supplied by Continental also contained an "unregistered cycle detection or defeat device." Since VW was apparently dependent on the help of Continental employees to eliminate the "unreported cycle detection or defeat device," Wolfgang Schäfer had to assume the following: Continental employees had such deep insights into the system that they must also have been aware of the defeat device. This was confirmed in the course of the following weeks. During the investigation, Wolfgang Schäfer even received indications that Continental employees had been involved in the development of the cycle detection system and that the former Chairman of the Executive Board was aware of this. At the beginning of October 2015, Wolfgang Schäfer received indications that, in addition to EA 189, other engine control units supplied by Continental also contained illegal software functions. However, he did not ensure that these indications were properly investigated and that any misconduct was remedied and punished. Wolfgang Schäfer did not share any of the above information with the full Executive Board or the Supervisory Board. Therefore, neither the Executive Board nor the Supervisory Board could initiate a legally required independent, open-ended and comprehensive investigation. Instead, Wolfgang Schäfer, Dr. Elmar Degenhart and José Avila instructed the Former CCO and the former Head of Corporate Compliance to initiate an investigation without the involvement of the full Executive Board. This investigation was not conducted in an open-ended manner, which was apparent to Wolfgang Schäfer. Nevertheless, the persons involved in the investigation gave the Executive Board and the Supervisory Board the impression that misconduct by employees should and would be investigated in an open-ended manner. Wolfgang Schäfer also gave the Chairman of the Supervisory Board's Audit Committee the correspondingly false information. Wolfgang Schäfer did not ensure that the internal investigation initiated in autumn 2015 was conducted in an open-ended manner. This was one of the reasons why it came to the unjustifiable conclusion that no evidence of misconduct by Continental executives was found and that Continental was not facing any fines or confiscation. Even though Wolfgang Schäfer knew that the Initial Legal Advisors actually had indications of a possible breach of duty by Dr. Karl-Thomas Neumann, Continental did not remedy or punish misconduct and did not improve its compliance management system ("CMS"). Immediate improvement of the systems in 2015 could have prevented the distribution of several vehicles with illegal defeat devices from Continental. Further breaches by Wolfgang Schäfer of his duty of care go back even further. In Continental's opinion, as part of the reorganization of the CMS in January 2011, he should have created a system that ensured legal compliance of the products of the Engine Systems business unit. He failed to do so. In 2010, at the suggestion of the Supervisory Board, the Executive Board intended to comprehensively improve Continental's compliance organization. Wolfgang Schäfer, who was involved in the implementation, assumed - without checking - that the specialist functions had been performing their compliance management tasks flawlessly for a long time. If Wolfgang Schäfer had initiated an audit, it would have been noticed that the Engine Systems business unit did not have a system in place to ensure compliance with legal requirements for its products. Based on the assumption that a functioning system was already in place, no improvements were made in this area, which led to the consequences described above. Even when the Supervisory Board asked the Executive Board to examine whether "technical processes and product development could be more closely integrated into compliance and auditing work" after the Diesel Issue came to light, Wolfgang Schäfer failed to have a sufficient analysis carried out. He did not intervene when the Supervisory Board's Audit Committee was misinformed in his presence. Wolfgang Schäfer's misconduct was one contributing factor why the public prosecutor's office conducted several searches at the Company in 2020 and 2021 and imposed heavy fines on Continental. Even after these searches, Wolfgang Schäfer failed to properly report his findings from 2015 and 2016 to his fellow members of the Executive Board and the Supervisory Board. Wolfgang Schäfer, through his lawyers, rejected the allegation of a breach of his duty of care and disputed the claims asserted. (5) José Avila José Avila was appointed to the Executive Board of Continental with effect from January 1, 2010. He held this position until his resignation on September 30, 2018. In this role, he was responsible for the Powertrain division throughout his entire term of office. In Continental's opinion, José Avila negligently violated his duties of care under stock corporation law by:
José Avila also learned shortly after the publication of the VW NoV in conversations with Dr. Elmar Degenhart about the "unreported cycle detection or defeat device" in the VW EA 189 engine supplied by Continental. He also learned that VW had asked Continental for help in eliminating this "unreported cycle detection or defeat device" while complying with emission standards. He, too, had to assume that Continental employees must have been aware of the defeat device, which was confirmed in the course of the following weeks. José Avila even received indications that Continental employees had been involved in the development of the cycle detection system. In early October 2015, José Avila received indications that other engine control units supplied by Continental (besides the one for the EA 189) also contained illegal software functions. However, he did not arrange for these indications to be properly investigated and for any misconduct to be remedied and punished. José Avila did not share any of the above information with the full Executive Board or the Supervisory Board. Therefore, neither the Executive Board nor the Supervisory Board could initiate a legally required independent, open-ended and comprehensive investigation. Instead, José Avila, Dr. Elmar Degenhart and Wolfgang Schäfer instructed the Former CCO and the former Head of Corporate Compliance to initiate an investigation without the involvement of the full Executive Board. This investigation was clearly not conducted in an open-ended manner. José Avila did not ensure that the internal investigation initiated in autumn was conducted in an open-ended manner. This was one of the reasons why it came to the unjustifiable conclusion that no evidence of misconduct by Continental executives was found and that Continental would not face any fines or confiscation. Misconduct was not remedied or punished, and Continental did not improve its CMS. Immediate improvement of the systems in 2015 could have prevented the distribution of several vehicles with illegal defeat devices from Continental. Further breaches by José Avila of his duty of care go back even further. In his role as the member of the Executive Board responsible for the Powertrain division, he should have created a system that ensured legal compliance of the products of the Engine Systems business unit as soon as he took up his position, but at the latest when the CMS was reorganized in January 2011. However, José Avila did not take such actions. When the Executive Board wanted to comprehensively improve its compliance organization in 2010 at the suggestion of the Supervisory Board, José Avila did not question or review the statement that the specialist functions were responsible for compliance management. If José Avila had initiated an audit himself, he would have noticed that the Engine Systems business unit did not have a system in place to ensure compliance with legal requirements for its products. Based on the assumption that a functioning system was already in place, no improvements were made in this area, which led to the serious consequences described above. José Avila's misconduct was one contributing factor why the public prosecutor's office conducted a total of several searches at the Company in 2020 and 2021 and imposed heavy fines on Continental. José Avila, through his lawyers, rejected the allegation of a breach of his duty of care and disputed the claims asserted. (6) Dr. Elmar Degenhart Dr. Elmar Degenhart was appointed to the Executive Board and Chairman of the Executive Board of Continental with effect from August 12, 2009. He held this position until his resignation on November 30, 2020. During this period, his areas of responsibility included "Corporate Communications" (from 2020: "Group Communications and Public Affairs") and "Group Quality and Environment" (from 2020: "Group Total Quality Management"). From 2011, he was also responsible for "Continental Business Systems" (until 2020) and "Central Automotive Functions" (until March 31, 2019). In Continental's opinion, Dr. Elmar Degenhart negligently violated his duties of care under stock corporation law by:
As described above, shortly after the publication of the VW NoV, Dr. Elmar Degenhart personally learned from a phone call from a VW executive that the VW EA 189 engine supplied by Continental also contained an "unreported cycle detection or defeat device" and that VW needed help in eliminating it. Dr. Elmar Degenhart also had to assume that Continental employees must have been aware of the defeat device, which was confirmed in the course of the following weeks. Dr. Elmar Degenhart also received indications that Continental employees had been involved in the development of the cycle detection system. As early as October 2015, Continental employees explained to Dr. Elmar Degenhart in a presentation the exact functioning of the Continental-specific defeat device, about which no information was publicly available at that time. At the beginning of October 2015, Dr. Elmar Degenhart received indications that other engine control units supplied by Continental (besides the one for the EA 189) also contained illegal software functions. However, he did not ensure that these indications were properly investigated and that any misconduct was remedied and punished. Dr. Elmar Degenhart did not share any of the above information with the full Executive Board or the Supervisory Board. Therefore, neither the Executive Board nor the Supervisory Board could initiate the legally required independent, open-ended and comprehensive investigation. Instead, Dr. Elmar Degenhart, Wolfgang Schäfer and José Avila instructed the Former CCO and the former Head of Corporate Compliance to initiate an investigation without the involvement of the full Executive Board. This investigation was clearly not conducted in an open-ended manner. Dr. Elmar Degenhart did not ensure that the internal investigation initiated in autumn 2015 was conducted in an open-ended manner. This was one of the reasons why it came to the unjustifiable conclusion that no evidence of misconduct by Continental executives was found and that Continental was not facing any fines or confiscation. Misconduct was not remedied or punished, and Continental did not improve its CMS. The persons involved in the investigation gave the entire Executive Board and the Supervisory Board the false impression that misconduct by employees was and would be investigated open-ended. Dr. Elmar Degenhart's misconduct was one contributing factor why the public prosecutor's office conducted a total of several searches of the Company in 2020 and 2021 and imposed heavy fines on Continental. Dr. Elmar Degenhart, through his lawyers, rejected the allegation of a breach of his duty of care and disputed the claims asserted. e) Continental's claims for damages against other members of the Executive Board Continental is of the opinion that Andreas Wolf also violated his duty of care. However, the Supervisory Board initially postponed taking legal action and asserting the resulting claims for damages against the Former Executive Board Members who contributed to causing these damages. The Supervisory Board's investigation revealed a negligent breach by Andreas Wolf of his duty of care in connection with the Diesel Issue. Andreas Wolf learned no later than March 3, 2021, that (i) Continental had provided software for the EA 189 that was designed to enable a defeat device, (ii) Continental had been involved in the programming of this software, and (iii) Continental must have had access to all calibration data for this software. This information was not known to most of the other members of the Executive Board or to the Supervisory Board at that time. Nevertheless, Andreas Wolf did not pass this information on to the full Executive Board and the Supervisory Board. Andreas Wolf thus prevented the full Executive Board and the Supervisory Board from making an informed assessment of the investigations by the Hanover public prosecutor's office, correctly assessing the consequences for the Company and responding accordingly. In September 2024, the Supervisory Board postponed its decision on whether to pursue claims against Andreas Wolf for the following reasons: The damage resulting from Andreas Wolf's breach of his duty of care was difficult to assess due to complex causality issues, but in any case was minor. Continental was able to claim the full amount of the potential damage from other members of the Executive Board who were jointly and severally liable. Any claims against Andreas Wolf would become time-barred in 2030 at the earliest. These claims will also be settled when the Liability and Coverage Settlement takes effect. Apart from that, Continental has not identified any breaches of duty of care by other former or active members of Continental's Executive Board in connection with the Diesel Issue on the basis of the investigation. f) Other claims for damages by Continental Continental is furthermore of the opinion to be entitled to a claim for damages against the Former CCO in connection with the Diesel Issue. On November 15, 2024, the Executive Board resolved to include these claims in any negotiations with the D&O Insurers. In addition, Continental is pursuing claims for damages against the Initial Legal Advisors in connection with their legal advice on the Diesel Issue. The Initial Legal Advisors reject the claims. Continental is not entitled to any claims for damages against former or current members of Continental's Supervisory Board in connection with the Diesel Issue. There are no indications that members of the Supervisory Board acted in any way contrary to their duties in connection with the Diesel Issue. g) Half of the settlement amount to be shared with Schaeffler AG On September 26, 2024, Continental reached a settlement with Vitesco to settle Vitesco's potential compensation obligations to Continental in connection with the Diesel Issue. The background to this was the spin-off of the Powertrain business area, which also included the Engine Systems business unit, and the group separation agreement concluded between Continental and Vitesco in this context. Based on the settlement, Vitesco paid Continental EUR 125 million. In return, Continental undertook in this settlement to share with Vitesco any proceeds from the assertion of claims against third parties in connection with the Diesel Issue on a 50/50 basis after deduction of reasonable costs by Continental. The legal successor to Vitesco Technologies Group AG, Schaeffler AG ("Schaeffler"). The settlement amount of around EUR 43.7 million is therefore to be shared with Schaeffler on a 50/50 basis after deduction of reasonable costs. h) D&O Insurance program Continental maintains D&O Insurance. This provides insurance coverage for certain former and current executives, such as members of the Executive Board and division heads of Continental ("Insured Persons"), in the event that they are sued for damages by third parties or are subject to official proceedings in connection with a breach of duty of care committed in the course of their duties. The 2020 insurance program is relevant for the liability and coverage comparison. It consists of a basic contract supplemented by various excess insurance contracts (collectively, the "Continental D&O 2020"). Continental D&O 2020 amounts to a total sum insured of EUR 400 million. It consists of the primary policy for primary coverage with a sum insured of EUR 25 million and four subsequent excess insurance policies with a sum insured of a further EUR 375 million in total. In November 2020, Continental reported the facts known at the time to the D&O Insurers as a precautionary measure. The insurers contractually excluded any further coverage for the Diesel Issue for all insurance periods from January 1, 2021 (in the contracts, "provision of illegal defeat devices for vehicle engines"). There is disagreement between Continental and the D&O Insurers about the scope of coverage. Continental is of the opinion that the facts in question are covered in their entirety by Continental D&O 2020. The D&O Insurers took the position vis-à-vis Continental, Wolfgang Schäfer, José Avila and Dr. Elmar Degenhart that claims for damages in connection with the incorrect disclosure of misconduct (so-called "Crisis Management") were not covered by the reports submitted. In any case, the D&O Insurers also argue, these breaches of duty of care were not insured due to the specific matter exclusion. The corresponding claims are part of the Liability and Coverage Settlement. i) Expenses Until the resolution of the Supervisory Board in September 2024 on the pursuit of claims, Continental had identified reimbursable damages of at least EUR 296 million in connection with the Diesel Issue. The amount includes, among other things, costs for internal investigations and defense as well as fines. Until end of 2025, Continental has incurred costs in connection with the Diesel Issue in the overall amount of approximately EUR 300 million. 2.2.2 Key content of the settlement agreements (1) Liability and Coverage Settlement Continental has concluded the Liability and Coverage Settlement with the Former Executive Board Members, the Former CCO and the D&O Insurers, which is attached as an appendix to agenda item 9. The main obligations and legal effects of this Liability and Coverage Settlement are:
(2) Annex (settlement with Wolfgang Schäfer) At the start of Skadden's investigation in June 2021, Wolfgang Schäfer was still a serving member of the Executive Board. On November 18, 2021, Continental entered into an agreement with Wolfgang Schäfer whereby he and Continental terminated his employment relationship in connection with the Diesel Issue as of January 31, 2022 ("Termination Agreement"). In the Termination Agreement, Continental and Wolfgang Schäfer agreed that he is entitled to (i) a severance payment of approximately EUR 6.7 million, unless there was extraordinary cause for termination at the time the Termination Agreement was concluded, and (ii) outstanding remuneration and bonuses of approximately EUR 2.0 million, which Continental can offset against claims for damages after completion of the investigation and preliminary proceedings. The amount of the compensation payment was based on a severance payment frequently used in practice for the remaining term of the employment contract, capped at a maximum of two years. Continental assumes that the claim for compensation has not arisen, based on the results of its internal investigation and the legal assessment of its advisors. A preliminary investigation initiated by the Hanover public prosecutor's office against Wolfgang Schäfer in 2021 was closed in mid-December 2024 due to lack of suspicion of a crime pursuant to Section 170 (2) of the German Code of Criminal Procedure (StPO). From that point on, Continental was able to offset Wolfgang Schäfer's outstanding remuneration against its own claims against him in accordance with the Termination Agreement. However, Wolfgang Schäfer demanded payment of his remuneration and at least part of the compensation payment, plus interest in each case. During the negotiations, Wolfgang Schäfer made his participation in the Liability and Coverage Settlement contingent upon Continental reaching an agreement with him in advance regarding his claims for payment plus interest. After intensive negotiations, Wolfgang Schäfer agreed on September 12, 2025, to participate in the Liability and Coverage Settlement if Continental agreed with him in an Annex to the Liability and Coverage Settlement on the following terms:
2.2.3 Legal framework of the proposal to the Annual Shareholders' Meeting
2.2.4 Key reasons for the settlement
2.2.5 Summary recommendation
1. Company website and documents and information accessible on said website
Total number of shares and voting rights
Requirements for participating in the Annual Shareholders' Meeting and for exercising voting rights, effective date of proof and its significance
Continental Aktiengesellschaft E-mail: anmeldestelle@computershare.de
SWIFT: CMDHDEMMXXX; Instructions in accordance with ISO 20022; Authorization required via SWIFT Relationship Management Application (RMA).
Procedure for submitting votes by absentee voting
Proxy voting procedure
5.1 Granting proxy to third parties
5.2 Granting proxy to intermediaries or to one of the equivalent persons or institutions pursuant to Section 135 (8) AktG
5.3 Procedure for submitting votes by proxy holders appointed by the Company
6. Information on shareholders' rights Minority's right to add items to the agenda pursuant to Section 122 (2) AktG
Executive Board of Continental Aktiengesellschaft E-mail: hv@conti.de Countermotions or nominations by shareholders pursuant to Sections 126 (1) and 127 AktG
Continental Aktiengesellschaft E-mail: hv@conti.de
Right of shareholders to receive information pursuant to Section 131 (1) AktG
6.4 Further information on shareholder rights
Transmission of the Annual Shareholders' Meeting online
Data protection
Hanover, March 2026 Continental Aktiengesellschaft The Executive Board
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| Language: | English |
| Company: | Continental AG |
| Continental-Plaza 1 | |
| 30175 Hannover | |
| Germany | |
| Phone: | +49 (0)511 938-13650 |
| Fax: | +49 (0)511 938-1080 |
| E-mail: | ir@conti.de |
| Internet: | www.Continental.com |
| ISIN: | DE0005439004 |
| WKN: | 543900 |
| Indices: | DAX |
| Listed: | Regulated Market in Frankfurt (Prime Standard), Hamburg, Hanover, Stuttgart; Regulated Unofficial Market in Dusseldorf, Munich, Tradegate BSX; Luxembourg Stock Exchange, SIX |
| EQS News ID: | 2297040 |
| End of News | EQS News Service |
2297040 24.03.2026 CET/CEST
