Expert Corporate Governance Service (ECGS)
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Continental - AGM 26 April 2019

Items 3.1-3.8: We recommend to oppose the discharge of the Management Board. The issuance of two profit warnings in financial year 2018 raises fundamental concerns over the reliability of the Management Board's forecasting ability and its communication to stakeholders.

Item 4.4: We recommend to oppose the discharge of Supervisory Board member Francesco Grioli due to his insufficient attendance at Supervisory Board and committee meetings in financial year 2018.

Item 5: KPMG, Hanover, is proposed as auditor for the current financial year. We have no concerns over the ratio of non-audit/audit fees. However, we note that KPMG or its predecessor have audited the Company since at least the financial year 1975 (no earlier data available) which significantly exceeds our maximum acceptable term of office. We therefore recommend opposing the re-election of KPMG as auditor.

Items 6.2, 6.3, 6.4, 6.6, 6.7, 6.8 and 6.9: We recommend to oppose the (re-)election of seven Supervisory Board members due to our concerns over the insufficient independent representation on the Board and/or concerns over aggregate time commitments.

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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