Continental Aktiengesellschaft. Hanover ISIN: DE WKN: We invite our shareholders to the. Annual Shareholders Meeting

Transcription

1 Continental Aktiengesellschaft Hanover ISIN: DE WKN: We invite our shareholders to the Annual Shareholders Meeting on Friday, April 25, 2014, at 10:00 a.m., in the Kuppelsaal of the Hannover Congress Centrum, Theodor-Heuss-Platz 1-3, Hanover, Germany.

2 I. Agenda 1. Presentation of the adopted annual financial statements of Continental Aktiengesellschaft and the consolidated financial statements for the Continental Group approved by the Supervisory Board, each as of December 31, 2013, the Management Report for Continental Aktiengesellschaft and the Management Report for the Continental Group for fiscal year 2013 as well as the Report of the Supervisory Board and the explanatory report of the Executive Board to the information given according to Section 289 (4) and Section 315 (4) of the German Commercial Code. 2. Resolution on the appropriation of net income The Executive Board and the Supervisory Board propose that the net income of the Company for fiscal year 2013 in the amount of 913,394, be appropriated as follows: Distribution of a dividend of 2.50 per share: 500,014, Carried forward: 413,379, Net income: 913,394, Resolution on the ratification of the actions of the Executive Board members for fiscal year 2013 The Executive Board and the Supervisory Board propose that the actions in fiscal year 2013 of the members of the Executive Board in office in fiscal year 2013 be ratified. Voting procedures will foresee voting on such proposal with respect to each member of the Executive Board individually. 4. Resolution on the ratification of the actions of the Supervisory Board members for fiscal year 2013 The Executive Board and the Supervisory Board recommend that the actions in fiscal year 2013 of the members of the Supervisory Board in office in fiscal year 2013 be ratified. 2

3 Voting procedures will foresee voting on such proposal with respect to each member of the Supervisory Board individually. 5. Resolution on the appointment of the auditor for the financial statements of the Continental AG and the Group and for review of interim financial reports for fiscal year 2014 Based on the recommendation of the Audit Committee, the Supervisory Board proposes that the following resolutions be adopted: a) KPMG AG Wirtschaftsprüfungsgesellschaft, Hanover, is appointed auditor of the financial statements for Continental AG and of the financial statements for Continental Group, each relating to fiscal year b) KPMG AG Wirtschaftsprüfungsgesellschaft, Hanover, is appointed auditor for any review of interim reports to be performed in fiscal year Before submitting its proposals, the Supervisory Board obtained a statement from KPMG AG Wirtschaftsprüfungsgesellschaft regarding its status of independency, as recommended by the German Corporate Governance Code. 6. Election of shareholder representatives on the Supervisory Board The term of office of all shareholder representatives in the Supervisory Board expires at the close of the Annual Shareholders Meeting on April 25, The new term of office begins immediately thereafter. It lasts until close of the Annual Shareholders Meeting that is to resolve on the ratification of actions for fiscal year In accordance with Sections 96 (1), 101 (1) of the German Stock Corporation Act (AktG) and Section 7 (1) sentence 1 no. 3 of the German Act on Codetermination of Employees of May 4, 1976, the Supervisory Board consists of ten shareholder representatives and ten employee representatives. The shareholder representatives on the Supervisory Board are to be elected by the Annual Shareholders Meeting. The Annual Shareholders Meeting is not bound to proposals for the election of shareholder representatives. The Supervisory Board proposes the election of each of the following candidates as shareholder representative on the Supervisory Board for the new term of office, i.e. until the close of the Annual Shareholders Meeting that is to resolve the ratification of actions for fiscal year 2018: 3

4 o Dr. Gunter Dunkel, Hanover Chairman of the Board of Management of Norddeutsche Landesbank Girozentrale (Nord/LB) o Prof. Dr.-Ing. Peter Gutzmer, Herzogenaurach Member of the Executive Board, Research and Development, and CTO of Schaeffler AG o Prof. Dr. Klaus Mangold, Stuttgart Chairman of the Supervisory Board of Rothschild GmbH o Mrs. Sabine Neuß, Alzenau Member of the Management Board, Chief Operating Officer, of Linde Material Handling GmbH o Prof. Dr.-Ing. Wolfgang Reitzle, München President and CEO of Linde AG o Mr. Klaus Rosenfeld, Frankfurt am Main Chief Executive Officer Schaeffler AG o Mr. Georg F. W. Schaeffler, Herzogenaurach Partner of the Schaeffler Group o Mrs. Maria-Elisabeth Schaeffler, Herzogenaurach Partner of the Schaeffler Group o Prof. KR Ing. Siegfried Wolf, Weikersdorf, Austria Chairman of the Board of Directors of Russian Machines OJSC As Prof. Dr. Rolf Nonnenmacher will not be available to hold office in the Supervisory Board prior to October 1, 2014, Dr. Bernd W. Voss has agreed to serve for the interim. The Supervisory Board therefore proposes to elect as shareholder representative on the Supervisory Board o until the close of September 30, 2014: Dr. Bernd W. Voss, Frankfurt am Main Member of various Supervisory Boards, and o commencing October 1, 2014 until the close of the Annual Shareholders Meeting which is to resolve on the ratification for fiscal year 2018: Prof. Dr. Rolf Nonnenmacher, Berg Certified Accountant, self employed 4

5 Voting procedures will foresee voting on each candidate proposed as member of the Supervisory Board individually. The proposals of the Supervisory Board are based on the recommendations of the Nomination Committee and take into account the targets resolved by the Supervisory Board for its own composition. At least Dr. Bernd W. Voss and Prof. Dr. Rolf Nonnenmacher meet the requirements of Section 100 (5) AktG. With reference to item sentence 3 of the German Corporate Governance Code, please note that in the event of his election to the Supervisory Board, Prof. Dr.-Ing. Wolfgang Reitzle will proposed to be elected Chairman of the Supervisory Board. 7. Resolution on the adoption of the remuneration system for Executive Board members Section 120 (4) AktG provides the option for the Annual Shareholders Meeting to resolve its approval of the remuneration system for Executive Board members. The system currently in place for the remuneration of Executive Board members was approved by the Annual Shareholders Meeting of Continental AG on April 28, The Supervisory Board has modified this remuneration system. The modified remuneration system is being submitted to this year s Annual Shareholders Meeting for approval. The remuneration system and the amendments to it are described in detail in the remuneration report on pages 40 and 41; the remuneration report was published in the 2013 annual report as part of the corporate governance report. The Annual Report 2013 is one of the documents that can be viewed on the Internet at using the link Annual Shareholders Meeting and at the head office of Continental Aktiengesellschaft at Vahrenwalder Strasse 9, Hanover, Germany. The Annual Report 2013 will be accessible during the Annual Shareholders Meeting and the remuneration system will be explained in that meeting in more detail. The Executive Board and the Supervisory Board propose the adoption of the amended system for the remuneration of Executive Board members. 8. Resolution on the approval of the amendment of domination and profit and loss transfer agreements with subsidiaries controlled by Continental Aktiengesellschaft On February 25, 2014, Continental Aktiengesellschaft, as the controlling company, concluded an amendment agreement to each of the domination and 5

6 profit and loss transfer agreements (each a DPLA ) listed below with the respective subsidiary listed below (each such subsidiary a Controlled Entity ): a) DPLA with Continental Automotive GmbH, Hanover (formerly CAS- Two Holdinggesellschaft mbh, Hanover), of March 27, 2001; b) DPLA with Continental Caoutchouc-Export-GmbH, Hanover (formerly Continental Caoutchouc-Export-Aktiengesellschaft, Hanover), of May 10, 1989, that continued the status maintained since 1936 and supplemented in 1969; c) DPLA with Conti Versicherungsdienst Versicherungsvermittlungsgesellschaft mbh, Hanover (formerly Conti Versicherungsdienst GmbH, Hanover), of May 10, 1989, that continued the status maintained since 1971; d) DPLA with Formpolster GmbH, Hanover, of May 10, 1989, that continued the status maintained since 1971; e) DPLA with UMG Beteiligungsgesellschaft mbh, Hanover (formerly Union-Mittelland-Gummi-GmbH), of May 10, 1989, that continued the status maintained since 1929 and supplemented in Under the German Act on the amendment and simplification of corporate taxation and of tax law on travel expenses of February 20, 2013 which came into effect on February 26, 2013 (Federal Law Gazette 2013, part 1, no. 9, pages 285 et seq.), tax recognition of profit and loss transfer agreements concluded with a limited liability company as controlled entity will require a stipulation that the parties integrate by reference into the agreement the respective version of Section 302 AktG in effect at the time of application (socalled dynamic reference). Each of the five aforementioned DPLAs contains regulations on loss absorption integrating Section 302 AktG into the agreement by reference. The respective amendment agreements are intended to clarify that such regulations always integrate into the agreement Section 302 AktG as such Section may have been amended from time to time. Each of the amendment agreements is containing substantially the following: - Continental Aktiengesellschaft is required to absorb losses incurred by the respective Controlled Entity in accordance with the provisions of Section 302 AktG as it is in effect at the time the losses are to be absorbed. - The other content of each of the DPLAs remains unchanged. In accordance with Sections 293, 294, 295 AktG, the amendment agreements will become effective upon approval by the Annual Shareholders Meeting of Continental Aktiengesellschaft and entry in the commercial register of the respective Controlled Entity. The shareholder meetings of the respective 6

7 Controlled Entities approved the amendment agreements on February 27, As of February 24, 2014, the managing directors of each of the Controlled Entities issued, in each case jointly with the members of the Executive Board of Continental Aktiengesellschaft, a common report in accordance with Sections 293 a, 295 AktG. Each such common report provides more detailed reasons for conclusion of the amendment agreements and an explanation of the legal and economic issues related to such amendment. Furthermore, a court-appointed audit firm reviewed the amendment agreement amending the DPLA between Continental Aktiengesellschaft and Continental Caoutchouc-Export-GmbH. Other than the shares of Continental Caoutchouc-Export-GmbH, all the shares of each of the Controlled Entities are solely held by Continental Aktiengesellschaft. Therefore, in accordance with Section 293 b Subsection 1 AktG, no review by an audit firm of the amendment agreements with Controlled Entities other than Continental Caoutchouc-Export-GmbH has been conducted. Commencing the day on which the notice of the Annual Shareholders Meeting is published, the aforementioned DPLAs, their supplementary and amendment agreements, the respective common reports of the Executive Board of Continental Aktiengesellschaft and the managing directors of the Controlled Entities as well as the report issued by the court-appointed audit firm on their review of the amendment agreement to the DPLA between Continental Aktiengesellschaft and Continental Caoutchouc-Export-GmbH, dated February 27, 2014 will be available, together with the financial statements and management reports, on the website of Continental Aktiengesellschaft at using the link Annual Shareholders Meeting as well as at the head office of Continental Aktiengesellschaft at Vahrenwalder Strasse 9, Hanover, Germany. All such documents will, upon request, also be sent promptly to shareholders free of charge and will be made available at the Annual Shareholders Meeting. The Executive Board and the Supervisory Board propose the approval of a) the amendment agreement to the DPLA between Continental Aktiengesellschaft and Continental Automotive GmbH, Hanover; b) the amendment agreement to the DPLA with Continental Caoutchouc-Export-GmbH, Hanover; c) the amendment agreement to the DPLA between Continental Aktiengesellschaft and Conti Versicherungsdienst Versicherungsvermittlungsgesellschaft mbh, Hanover; d) the amendment agreement to the DPLA between Continental Aktiengesellschaft and Formpolster GmbH, Hanover; and 7

8 e) the amendment agreement to the DPLA between Continental Aktiengesellschaft and UMG Beteiligungsgesellschaft mbh, Hanover. II. 6) Additional disclosures on elections to the Supervisory Board (item The following persons proposed for election as shareholder representatives on the Supervisory Board are currently members of the following supervisory boards to be established pursuant to statutory provisions and of comparable controlling bodies of commercial enterprises in Germany and abroad: o Dr. Gunter Dunkel is a member of the Supervisory Board to be established pursuant to statutory provisions of - Bremer Landesbank Kreditanstalt Oldenburg Girozentrale, Bremen* - Deutsche Hypothekenbank AG, Hanover (Chairman)* and is member of the following controlling bodies, comparable to Supervisory Boards to be established pursuant to statutory provisions, of commercial enterprises abroad: - Norddeutsche Landesbank Luxembourg S.A., Luxemburg (Chairman)* - NORD/LB Covered Finance Bank S.A. Luxemburg (Chairman).* o Prof. Dr. Klaus Mangold is a member of the Supervisory Board to be established pursuant to statutory provisions of - Alstom Deutschland AG, Mannheim (Chairman) - TUI AG, Hanover (Chairman) and is member of the following controlling bodies, comparable to a supervisory board to be established pursuant to statutory provisions, of commercial enterprises in Germany and abroad: - Rothschild GmbH, Frankfurt am Main (Chairman) - Alstom S.A., Paris, France - Baiterek JSC, Astana, Kazakstan - Swarco AG, Wattens, Austria. o Mrs. Sabine Neuß is member of the following controlling body, comparable to a supervisory board to be established pursuant to statutory provisions, of a commercial enterprise abroad: - Linde Xiamen Forklift Truck Corp., Xiamen, China.* o Prof. Dr.-Ing. Wolfgang Reitzle is a member of the Supervisory Board to be established pursuant to statutory provisions of - Medical Park AG, Amerang 8

9 and is member of the following controlling body, comparable to a supervisory board to be established pursuant to statutory provisions, of a commercial enterprise abroad: - Holcim Ltd., Zurich, Switzerland. Further, he is proposed to be elected by the annual shareholders meeting of Axel Springer SE, Berlin on April 16, 2014 member of their Supervisory Board, a board to be established pursuant to statutory provisions. In the Supervisory Board of Medical Park AG he is proposed to be elected Chairman as of June 1, o Mr. Georg F. W. Schaeffler is a member of the Supervisory Board to be established pursuant to statutory provisions of - Schaeffler AG, Herzogenaurach (Chairman).* o Mrs. Maria-Elisabeth Schaeffler is a member of the supervisory board to be established pursuant to statutory provisions of - Schaeffler AG, Herzogenaurach* and member of a controlling body, comparable to a supervisory board to be established pursuant to statutory provisions, of a commercial enterprise abroad: - Österreichische Industrieholding AG, Vienna, Austria. o Dr. Bernd W. Voss is a member of the supervisory board to be established pursuant to statutory provisions of - Wacker Chemie AG, Munich. o Prof. KR Ing. Siegfried Wolf is a member of a controlling body, comparable to a supervisory board to be established pursuant to statutory provisions, of the following commercial enterprises abroad: - Banque Baring Brothers Sturdza SA, Geneva, Switzerland - GAZ Group, Nizhny Novgorod, Russia (Chairman) - Glavstroy Corporation LLC, Moscow, Russia (Chairman) - Österreichische Industrieholding AG, Vienna, Austria - Russian Machines OJSC, Moscow, Russia (Chairman) - SBERBANK Europe AG, Vienna, Austria (Chairman) - Siemens Aktiengesellschaft Austria, Vienna, Austria - STRABAG SE, Vienna, Austria - VERBUND AG, Vienna, Austria. The companies marked with * are Group companies referred to by Section 100 (2) sentence 2 AktG. Referring to item (4) to (6) of the German Corporate Governance Code, in the assessment of the Supervisory Board, there are no personal or business relationships between the candidates proposed for election as members of the Supervisory Board and a company of the Continental Corporation, the 9

10 corporate bodies of Continental AG or with shareholders holding a material interest in Continental AG, other than: o With the exception of Mrs. Sabine Neuß and Prof. Dr. Rolf Nonnenmacher, each candidate proposed by the Supervisory Board currently is member of the Supervisory Board of Continental AG, Prof. Dr.-Ing. Wolfgang Reitzle being the chairman. o Dr. Gunter Dunkel is chairman of the Board of Management of Norddeutsche Landesbank Girozentrale, which provides banking services to companies belonging to Continental Group. o Prof. Dr.-Ing. Peter Gutzmer is member of the Executive Board of Schaeffler AG, a company belonging to the Schaeffler Group. The Schaeffler Group is holding a material interest in Continental Aktiengesellschaft.** o Mrs. Sabine Neuß is member of the Management Board of Linde Material Handling GmbH. Linde Material Handling GmbH is supplier and customer of companies belonging to Continental Group. o Prof. Dr.-Ing. Wolfgang Reitzle is President and CEO of Linde AG. Linde AG is a supplier of Continental Aktiengesellschaft and its group companies. o Mr. Klaus Rosenfeld is Chief Executive Officer of Schaeffler AG, a company belonging to Schaeffler Group. The Schaeffler Group is holding a material interest in Continental Aktiengesellschaft.** o Mr. Georg F. W. Schaeffler is the son of Maria-Elisabeth Schaeffler and shareholder of the Schaeffler Group. The Schaeffler Group is holding a material interest in Continental Aktiengesellschaft.** o Mrs. Maria-Elisabeth Schaeffler, is the mother of Georg F. W. Schaeffler and shareholder of the Schaeffler Group. The Schaeffler Group is holding a material interest in Continental Aktiengesellschaft.** o Prof. KR Ing. Siegfried Wolf is chairman of the Board of Directors of GAZ Group. GAZ Group is supplier of companies belonging to Continental Group. **) Information on business between companies belonging to Schaeffler Group and companies belonging to Continental Group are given in the notes to the consolidated financial statements 2013, No Transactions with Related Parties - (annual report 2013, page 233 f.). As further information, a brief overview of the career of each of the candidates is available on the Internet at using the link Annual Shareholders Meeting and at the head office of Continental Aktiengesellschaft at Vahrenwalder Strasse 9, Hanover, Germany. 10

11 III. Further information on convocation 1. Availability of documents The documents mentioned under agenda items 1, 7 and 8 and the proposal on the allocation of net income under agenda item 2 are available for inspection at the Company s head office at Vahrenwalder Strasse 9, Hanover, from the date this notice of convocation of a shareholder meeting is published through the date of the Annual Shareholders Meeting, and will shortly after the date of this notice also be available, together with additional information provided pursuant to Section 124 (a) AktG, online at under the link Annual Shareholders Meeting. Copies of the documents will be sent upon request to shareholders promptly and free of charge. 2. Total number of shares and voting rights At the time of this notice of the Annual Shareholders Meeting, the total number of shares and the number of voting rights issued by the Company each amount to 200,005,983. At the time of this notice of convocation of the Annual Shareholders Meeting the Company holds no treasury shares. 3. Requirements for participating at the Annual Shareholders Meeting and for exercising voting rights, effective date of proof and its significance The only persons entitled to participate in the Annual Shareholders Meeting and to exercise voting rights are those who hold one or more shares in the Company at the beginning of the 21st day before the Annual Shareholders Meeting, i.e. on April 4, 2014 at 00:00 o clock ( effective date of proof ), who have registered for the Annual Shareholders Meeting in time and who have submitted proof of their right to participate in the Annual Shareholders Meeting and to exercise voting rights. Shareholders who do not acquire their shares on or before the effective date of proof may not participate in the Annual Shareholders Meeting. Shareholders who hold shares on the effective date of proof and sell their shares after the effective date of proof but before the Annual Shareholders Meeting are, versus the Company, nevertheless entitled to participate in the Annual Shareholders Meeting and to exercise their right to vote, provided that they have registered and submitted the proof of share ownership in time. A special proof of share ownership issued by the custodian institution in written form ( Textform, Section 126 (b) German Civil Code (BGB)) is sufficient proof of entitlement. If the shares are not kept in a securities account at a financial institution as at the effective date of proof, proof of ownership can be issued by the Company, by a public notary, a 11

12 securities depot or a financial institution within the European Union. Proof of share ownership must refer to the effective date of proof in each case. The registration and proof must either be in German or English. The effective date of proof has no effect on the ability to dispose of the shares and has no significance for the entitlement to dividends. The registration and proof of ownership must be received by the Company at the venue and the address indicated below no later than at the end of April 18, 2014: Continental Aktiengesellschaft c/o UniCredit Bank AG CBS51GM Munich Germany Fax: +49 (0) hauptversammlungen@unicreditgroup.de Once registration and proof of share ownership has been received by the Company, the shareholder will be sent an admission ticket for the Annual Shareholders Meeting. We kindly ask shareholders to register and order admission tickets from their custodian institute well in advance to facilitate timely receipt of the admission tickets. 4. Absentee voting procedure Shareholders who do not wish to participate personally in the Annual Shareholders Meeting may vote prior to the Annual Shareholders Meeting in writing or through electronic communication ( absentee voting ). In this case as well, timely registration and submission of proof of share ownership pursuant to the provisions explained in III. 3 are required. Votes submitted through absentee voting may be sent, at the option of the shareholder, to the Company by mail, fax or . For this, the shareholders may use the form that will be sent to them together with the admission ticket after proper registration. Absentee votes must be received at the address stated in III. 5 c) below by the end of April 23, An absentee vote may also be cast by using the online service available on the Company s homepage. Properly registered shareholders will receive the access data for this online service with the admission ticket. Votes cast using the online service have to be submitted by the end of April 24,

13 Absentee voting does not preclude personal participation in the Annual Shareholders Meeting. Personal participation in the Annual Shareholders Meeting by a shareholder or a third-party proxy holder is considered to revoke previously cast absentee votes. Shareholders will receive additional information on the procedure of absentee voting together with receipt of the admission ticket to the Annual Shareholders Meeting. Details can also be viewed on the Company s website at under the link Annual Shareholders Meeting. 5. Proxy voting procedure Shareholders who do not wish to participate personally in the Annual Shareholders Meeting may also exercise their voting rights by proxy, e.g. through a financial institution, a shareholder association or the proxies appointed by the Company. In this case as well, timely registration and submission of proof of share ownership pursuant to the provisions explained in III. 3 are required. a) When neither a financial institution, nor a shareholder association or other equivalent person or institution pursuant to Section 135 (8) and (10) AktG is authorized, the proxy must be issued in written form ( Textform, Section 126 (b) of the German Civil Code) to the company or directly to the proxy holder. For this, the shareholders are kindly requested to use the authorization form that all properly registered shareholders receive with the admission ticket. The shareholders are requested to use the address provided below under III. 5 c) for submitting proof of authorization by mail, fax or . The same applies to issuing proxy via a declaration to the Company; a separate proof of authorization is not needed in this case. Regardless thereof, proof of authorization may also be submitted by the proxy holder by producing the proxy at the check-in for the Annual Shareholders Meeting. b) When proxy is granted to banks, shareholder associations or equivalent persons and institutions pursuant to Section 135 (8) and (10) AktG, as well as when evidence of such a proxy is given or the proxy is revoked, the statutory provisions apply, particularly Section 135 AktG. The shareholders are therefore requested to coordinate in advance with the financial institution, shareholder association or equivalent person pursuant to Section 135 AktG regarding the form(s) which may be required for authorizing any of them. c) We offer our shareholders the option of granting proxy, prior to the Annual Shareholders Meeting, to proxy holders appointed by the company who are bound to follow the shareholders instructions. The proxies for the proxy holders appointed by the Company must be in written form ( Textform, Section 126 (b) BGB) and must contain instructions for exercising the voting right. A proxy is not effective without such instructions. The proxy holders 13

14 appointed by the Company are obligated to vote as instructed; they are not permitted to exercise voting rights at their own discretion. Shareholders who wish to make use of this option are requested to use the authorization and instruction form included with the admission ticket and to send it to the following address by mail, fax or Continental AG c/o Computershare Operations Center Munich Germany Fax: +49 (0) The duly completed authorization and instruction form must be received at the aforementioned address no later than by the end of April 23, The shareholders also have the option of using the online service on the Company s homepage for authorizing the proxies appointed by the Company and for issuing instructions. Properly registered shareholders will receive the access data for this online service together with the admission ticket. Authorization and instruction of the proxy holders named by the Company via online service must be submitted no later than by the end of April 24, More details about participating in the Annual Shareholders Meeting and issuing proxies and instructions will be sent to the shareholders together with the admission ticket to the Annual Shareholders Meeting. Details can also be viewed on the Company s website at under the link Annual Shareholders Meeting. 6. Motions or nominations by shareholders according to Sections 126 and 127 of the German Stock Corporation Act (AktG) Shareholders are entitled to submit countermotions to a proposal by the Executive Board and/or Supervisory Board regarding a specific agenda item (Section 126 AktG) and nominations for the election of Supervisory Board members or auditors (Section 127 AktG). Countermotions on a certain agenda item (Section 126 AktG) and nominations (Section 127 AktG) which are to be made available on the Company s homepage prior to the Annual Shareholders Meeting must be sent to the following address: 14

15 Continental AG Abteilung Hauptversammlung Vahrenwalder Strasse Hanover Germany Fax: +49 (0) hv@conti.de Countermotions or nominations from shareholders that are to be made available to the public will be published immediately upon receipt on the Internet at under the Annual Shareholders Meeting link, provided that we receive them at the above address no later than April 10, Motions sent to other addresses will not be considered. We will publish any management responses at such internet address as well. The Company may refuse to make a countermotion or nomination and its supporting statements available on its homepage if one of the exceptions enumerated under Section 126 (2) AktG applies, for instance if the countermotion would lead to a resolution of the Annual Shareholders Meeting that violates the law or the Articles of Incorporation. Supporting statements to a countermotion do not need to be made available if the statements contain more than 5,000 characters. Additionally, a nomination under Section 127 AktG does not need to be made available if the nomination does not include the name, profession and domicile of the candidate proposed to be elected as auditor or Supervisory Board member and if the nomination for the election of Supervisory Board members does not also contain information about the nominee s membership in other statutorily mandated supervisory boards. 7. Minority s right to add items to the agenda pursuant to Section 122 (2) AktG Shareholders whose shares together constitute the twentieth part of the entire Company s stated share capital (equivalent to approximately EUR 25,600, or rounded up to the next highest whole number of shares 10,000,300 shares) or a partial amount of EUR 500, (equivalent rounded up to the next highest whole number of shares to 195,313 shares), may demand, by the same means as provided in Section 122 (1) AktG, that items be added to the agenda and published. An explanatory statement or a proposed resolution must accompany each new item. The demand to add an item to the agenda must be in writing (Section 126 of the German Civil Code) and must be directed to the Executive Board of the Company. It must be received by the Company by the end of March 25, Shareholders are requested to send their demand to the following postal 15

16 address, or, if they make their demand by using the qualified electronic form (Section 126 (a) German Civil Code), the following address: Executive Board of Continental Aktiengesellschaft Vahrenwalder Strasse Hanover Germany hv@conti.de Shareholders making such demand must, according to Sections 122 (2) sentence 1, 122 (1) sentence 3 and 142 (2) sentence 2 AktG, prove that they hold the required number of shares since at least three months prior to the date of the Annual Shareholders Meeting. 8. Right of shareholders to receive information as per Section 131 (1) AktG Pursuant to Section 131 (1) AktG, each shareholder and shareholder representative is entitled upon request made to the Executive Board during the Annual Shareholders Meeting to receive information about the Company and its affairs if such information is necessary for a proper appraisal about an item on the agenda. The Executive Board s duty to provide such information extends to the legal and commercial relationships of the Company to an affiliated company, as well as the status of the Group and the companies included in the Group financial statements. The Executive Board may refuse to provide the information for reasons set forth in Section 131 (3) AktG, for instance if, under reasonable business judgment, providing the information could invoke a disadvantage to the Company or an affiliated company which is not insignificant or the information is accessible on the Company s homepage for at least seven days before the meeting begins as well as throughout the meeting. 9. Partial webcast of the Annual Shareholders Meeting By order of the meeting chair, the first part of the Annual Shareholders Meeting on April 25, 2014, up to the start of the general debate, will be webcast live to all interested parties. The webcast can be accessed at under the link Annual Shareholders Meeting. 10. Publications on the homepage The information and documents to be made available on the homepage of the 16

17 Company pursuant to Section 124 (a) AktG, including this notice of the Annual Shareholders Meeting, shareholder motions and additional information on shareholder rights under Section 122 (2), Section 126 (1), Section 127, Section 131 (1) AktG can be found online at under the link Annual Shareholders Meeting. Hanover, March 2014 Continental Aktiengesellschaft The Executive Board 17