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Continental Aktiengesellschaft Hanover ISIN: DE0005439004
WKN: 543900 We invite our shareholders to the Annual Shareholders’ Meeting on Friday, April 25, 2025, at 10:00 a.m. (CEST), to be held at the Kuppelsaal, Hannover Congress Centrum,
Theodor-Heuss-Platz 1-3, 30175 Hanover, Germany. 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/agm. Information on the Annual Shareholders’ Meeting, especially on the rights of the shareholders, can also be found under this link.
Agenda Documents for the Annual Shareholders’ Meeting Pursuant to Section 176 (1) sentence 1 of the German Stock Corporation Act (AktG), the Executive Board has made the following documents available: The adopted annual financial statements of Continental Aktiengesellschaft as of December 31, 2024 The consolidated financial statements approved by the Supervisory Board as of December 31, 2024 The summarized management report of Continental Aktiengesellschaft and of the Group for fiscal 2024 The report of the Supervisory Board The proposal of the Executive Board on the appropriation of net income. Furthermore, the Executive Board has made available the explanatory report of the Executive Board on the information provided pursuant to Section 289a and Section 315a of the German Commercial Code (HGB). The documents mentioned are available online at
www.continental.com/en/agm. The corporate governance statement and the report on corporate governance are also available under this link. The Supervisory Board approved the annual financial statements and consolidated financial statements prepared by the Executive Board at its meeting on March 12, 2025. Accordingly, the Annual Shareholders’ Meeting is not required to take a resolution on agenda item 1 pursuant to the statutory provisions.
Resolution on the appropriation of net The Executive Board and the Supervisory Board propose that the net profit of Continental Aktiengesellschaft for fiscal 2024 in the amount of € 5,317,421,249.70 be appropriated as follows:
| Distribution of a dividend of € 2.50 per share entitled to dividends: | € 500,014,957.50 |
| Allocation to other revenue reserves: | € 4,817,406,292.20 |
| Net income: | € 5,317,421,249.70 |
Pursuant to Section 58 (4) sentence 2 AktG, the claim to payment of the dividend is due on the third business day following the resolution of the Annual Shareholders’ Meeting, i.e. on April 30, 2025.
Resolution on the ratification of the actions of the Executive Board members for fiscal The Executive Board and the Supervisory Board propose that the actions of the members of the Executive Board in office in fiscal 2024 be ratified for this period. Voting procedures will foresee voting on such proposal with respect to each member of the Executive Board individually.
Resolution on the ratification of the actions of the Supervisory Board members for fiscal The Executive Board and the Supervisory Board propose that the actions of the members of the Supervisory Board in office in fiscal 2024 be ratified for this period. Voting procedures will foresee voting on such proposal with respect to the ratification of each member of the Supervisory Board individually. A list containing information on the attendance of individual Supervisory Board members at plenary and committee meetings of the Supervisory Board in fiscal 2024 can be viewed online at
www.continental.com/en/agm.
Resolution on the appointment of the auditor and Group auditor and of the auditor for the review of interim financial reports for fiscal Based on the recommendation of the Audit Committee, the Supervisory Board proposes that the following resolutions be adopted: 5.1 PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, Hanover branch, is to be appointed auditor and Group auditor for fiscal 2025. 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 2025. The Audit Committee stated that its recommendation is free from influence by a third party and that no clause of the kind referred to in Article 16 (6) of Regulation (EU) No. 537/2014 (EU Audit Regulation) has been imposed upon it. 6. Resolution on the appointment of the auditor of sustainability reporting for fiscal 2025 German legislation has yet to adopt Directive (EU) 2022/2464 (CSRD), which includes requirements governing sustainability reporting and its auditing, into national law, even though the deadline for implementation has passed. Article 37 of Directive 2006/43/EC (EU Audit Regulation) in the version of Directive (EU) 2022/2464 (CSRD) stipulates that the statutory auditor or audit firm for the purpose of confirming sustainability reporting shall be appointed by the general meeting of shareholders or members of the entity to be audited. It can be assumed accordingly that, pursuant to German law, the auditor of sustainability reporting is to be elected by the Annual Shareholders’ Meeting. Based on the recommendation of the Audit Committee, the Supervisory Board proposes that the following resolution be adopted: PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, Hanover branch, is to be appointed as auditor of sustainability reporting within the meaning of Directive (EU) 2022/2464 (CSRD) for fiscal 2025. As a precautionary measure for the event that German legislation, in implementing Article 37 of Directive 2006/43/EC (EU Audit Regulation) in the version of Directive (EU) 2022/2464 (CSRD), should require that said auditor is explicitly appointed by the Annual Shareholders’ Meeting, auditing of sustainability reporting for fiscal 2025 pursuant to the German legislation governing implementation of Directive (EU) 2022/2464 (CSRD) should thus not be the responsibility of the auditor. The Audit Committee stated that its recommendation is free from influence by a third party and that no clause of the kind referred to in Article 16 (6) of Regulation (EU) No. 537/2014 (EU Audit Regulation) has been imposed upon it.
The Executive Board and Supervisory Board have prepared a report in accordance with Section 162 AktG on the remuneration granted and owed to the individual current or former members of the Executive Board and Supervisory Board in fiscal 2024, which will be submitted to the Annual Shareholders’ Meeting for approval in accordance with Section 120a (4) AktG. The remuneration report was audited by the auditor in accordance with Section 162 (3) AktG to ascertain whether the legally required information pursuant to Section 162 (1) and (2) AktG had been provided. An audit of its content beyond the legal requirements was also conducted by the auditor. Certification of the audit of the remuneration report is appended to the remuneration report. The remuneration report for fiscal 2024 is available online at
www.continental.com/en/agm. The Executive Board and the Supervisory Board propose that the remuneration report for fiscal 2024 created and audited in accordance with Section 162 AktG be approved. 8. Resolution on the approval of the Merger Agreement between Continental Aktiengesellschaft and Continental Automotive GmbH In preparation for the intended division of the group sectors of the Continental Group into two independent listed companies, which is discussed under agenda item 9, Continental Automotive GmbH, Hanover, as transferring entity, is intended to be merged into Continental Aktiengesellschaft, its sole shareholder, as acquiring entity (hereinafter the “Merger”). As a result, Continental Aktiengesellschaft will become the sole shareholder of Continental Automotive Technologies GmbH, Hanover, whose sole shareholder is currently Continental Automotive GmbH. Furthermore, the Domination and Profit and Loss Transfer Agreement currently in place between Continental Automotive GmbH and Continental Automotive Technologies GmbH will be transferred to Continental Aktiengesellschaft as part of the Merger. In order to implement the Merger, Continental Aktiengesellschaft and Continental Automotive GmbH entered into a merger agreement on March 13, 2025 by notarial deed of the notary Dr. Florian Hartl in Hanover (roll of deeds no. 164/2025) (hereinafter the “Merger Agreement”). The Merger Agreement is printed in section II of the invitation (Further information on agenda items) under point 1. Its material terms are as follows: Continental Automotive GmbH shall transfer its entire assets including all rights and obligations with economic effect as at January 1, 2025, 00:00 hrs by dissolution without liquidation (Auflösung ohne Abwicklung) to Continental Aktiengesellschaft by way of a merger by absorption (Verschmelzung durch Aufnahme) pursuant to Section 2 no. 1 of the German Transformation Act (UmwG). Since Continental Aktiengesellschaft as acquiring company holds all shares in Continental Automotive GmbH as transferring company, the Merger will be effected without consideration. If the Merger has not been registered with the commercial register of Continental Aktiengesellschaft by January 7, 2026, Continental Aktiengesellschaft and Continental Automotive GmbH may each withdraw from the Merger Agreement. The legal positions of the employees of Continental Aktiengesellschaft under individual and collective employment law will not be affected by the Merger. The Merger will not result in any changes in the operational structure and the operational organization in the establishments of Continental Aktiengesellschaft. The representative bodies of Continental Aktiengesellschaft will not change; in particular, no managing director of Continental Automotive GmbH will be appointed as member of the Executive Board of Continental Aktiengesellschaft as a result of the Merger. Continental Aktiengesellschaft and Continental Automotive GmbH undertake to issue all deeds and take all other actions which might additionally be necessary or appropriate in connection with the transfer of the assets from Continental Automotive GmbH to Continental Aktiengesellschaft at the time when the Merger takes effect or in connection with the amendment of public registers or other directories. The costs incurred in connection with the Merger Agreement and its closing shall be borne by Continental Aktiengesellschaft. The Merger Agreement will only become effective if it is approved by the shareholders’ meeting of Continental Aktiengesellschaft and the shareholders’ meeting of Continental Automotive GmbH. The Merger Agreement was filed with the commercial register of Continental Aktiengesellschaft in due time. The Executive Board and the Supervisory Board propose that the following resolution be adopted: The Merger Agreement between Continental Aktiengesellschaft and Continental Automotive GmbH of March 13, 2025 is approved. The following documents are available online from the date of invitation at
www.continental.com/en/agmwww.continental.com/en/agm: the Merger Agreement, the adopted annual financial statements of Continental Aktiengesellschaft and the approved consolidated financial statements as well as the summarized management report of Continental Aktiengesellschaft and of the Group for each of the fiscal years 2022, 2023 and 2024, and the adopted annual financial statements of Continental Automotive GmbH for each of the fiscal years 2022, 2023 and 2024. The documents will also be made available at the Annual Shareholders’ Meeting. As Continental Aktiengesellschaft is the sole shareholder of Continental Automotive GmbH, the preparation of a merger report pursuant to Section 8 (3) sentence 3 lit. a UmwG, a merger audit pursuant to Section 9 (2) UmwG and the preparation of a merger audit report pursuant to Sections 12 (3), 8 (3) sentence 3 lit. a UmwG are not required. 9. Resolution on the approval of the Spin-off and Transfer Agreement between Continental Aktiengesellschaft and Continental Automotive Holding SE The Executive Board and Supervisory Board of Continental Aktiengesellschaft have resolved that Continental Automotive Technologies GmbH, together with its direct and indirect subsidiaries and shareholdings, and the Domination and Profit and Loss Transfer Agreement in place between Continental Aktiengesellschaft and Continental Automotive Technologies GmbH – after the effective date of the intended Merger discussed under agenda item 8 – be transferred by way of a spin-off by absorption (Abspaltung zur Aufnahme) pursuant to Section 123 (2) no. 1 UmwG from Continental Aktiengesellschaft as transferring entity to Continental Automotive Holding SE, Munich as acquiring entity (the “Spin-off”) and subsequently have Continental Automotive Holding SE, as a separate company, admitted to trading on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange and simultaneously in the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange. It is planned that the company name of Continental Automotive Holding SE will be changed before the Spin-off takes effect. The operating business of Continental Automotive Technologies GmbH comprises the business activities of the Automotive group sector, which are, for the most part, operationally and organizationally independent, and the business activities of the Contract Manufacturing group sector of the Continental Group, which are primarily provided by subsidiaries of Continental Automotive Technologies GmbH. The legal independence aims, in particular, to give the Automotive group sector greater flexibility in the further development of its business. The business retained by the Continental Group after the Spin-off will consist of the Tires and ContiTech group sectors. In this way, the Spin-off is intended to fully harness the value and growth potential of the two Groups which will then be independent. In order to implement the Spin-off, Continental Aktiengesellschaft and Continental Automotive Holding SE entered into a Spin-off and Transfer Agreement on March 13, 2025 by notarial deed of the notary Dr. Florian Hartl in Hanover (roll of deeds no. 165/2025) (hereinafter “Spin-off and Transfer Agreement”). The Spin-off and Transfer Agreement is printed in section II of the invitation (Further information on agenda items) under point 2. Its material terms are as follows: With economic effect as at January 1, 2025, 00:00 hrs (hereinafter the “Spin-off Effective Date”), Continental Aktiengesellschaft shall transfer the Spin-off Assets listed below to Continental Automotive Holding SE by way of a spin-off by absorption (Abspaltung zur Aufnahme) pursuant to Section 123 (2) no. 1 UmwG: its entire direct shareholding in Continental Automotive Technologies GmbH existing when the Merger (discussed under agenda item 8) takes effect, consisting of all shares with serial numbers 4 to 526,568 with a nominal amount of €526,565.00; and the Domination and Profit and Loss Transfer Agreement to which it becomes party as the controlling company when the Merger takes effect, (hereinafter collectively referred to as the “Spin-off Assets”). As consideration for the Spin-off, the shareholders of Continental Aktiengesellschaft shall be granted, free of charge, one registered no-par value share (auf den Namen lautende Stückaktie) in Continental Automotive Holding SE for every two no-par value bearer shares (auf den Inhaber lautende Stückaktien) in Continental Aktiengesellschaft pro rata in proportion (verhältniswahrend) to their respective participations in Continental Aktiengesellschaft. In order to implement the Spin-off, Continental Automotive Holding SE will increase its share capital from €120,000 by €250,007,477.50 to €250,127,477.50 against a contribution in kind (Sacheinlage) by issuing 100,002,991 registered no-par value shares (auf den Namen lautende Stückaktien). Deutsche Bank AG as trustee shall receive the shares in Continental Automotive Holding SE to be granted and distribute them to the shareholders of Continental Aktiengesellschaft. The shares to be granted by Continental Automotive Holding SE shall be entitled to dividends as from January 1, 2025. If the Spin-off Effective Date is postponed, the beginning of the dividend entitlement for the shares to be granted shall be postponed to the new Spin-off Effective Date. The Spin-off will take effect upon its registration with the commercial register of Continental Aktiengesellschaft and after the effective date of the intended Merger discussed under agenda item 8. The date of the registration giving effect to the transfer is defined as the “Closing Date”. The Closing Date is, therefore, different from the Spin-off Effective Date (January 1, 2025, 0:00 hrs). If and to the extent that creditors assert claims against a party to the Spin-off and Transfer Agreement on the basis of Section 133 UmwG or other provisions with respect to liabilities, obligations or contingent liabilities for which the respective other party would be liable in accordance with the provisions of the Spin-off and Transfer Agreement, the respective other party shall indemnify such party on first demand from and against the relevant liability, obligation or contingent liability. The same applies in the event that such creditors assert claims to provide security against a party. Continental Aktiengesellschaft warrants (gewährleistet) to Continental Automotive Holding SE as at the Closing Date that (i) it is the holder of the participation in Continental Automotive Technologies GmbH and that it is entitled to freely dispose of the participation and that the participation is not encumbered with rights of third parties, and (ii) it is entitled to freely dispose of the Domination and Profit and Loss Transfer Agreement and that its claims under that agreement are not encumbered with rights of third parties. No specific condition of the Spin-off Assets and, in particular, no specific qualities or specific value of the Spin-off Assets are agreed. To the extent permitted by law, any further rights and warranties with regard to the Spin-off Assets shall be excluded. Continental Aktiengesellschaft and Continental Automotive Holding SE undertake to procure that all declarations will be made, all deeds will be issued and all other actions will be taken which may be necessary or appropriate in order to have all shares in Continental Automotive Holding SE admitted to trading in the regulated market of the Frankfurt Stock Exchange with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange without undue delay (unverzüglich) after the Spin-off has taken effect. The total value at which the contribution in kind made by Continental Aktiengesellschaft is taken over by Continental Automotive Holding SE shall be equal to the fair value (Zeitwert) of the transferred net assets under commercial law. To the extent that this value exceeds the amount of the increase in the share To the extent that this value exceeds the amount by which the share capital of Continental Automotive Holding SE is to be increased, a portion of the excess amount equal to the legally required reserve shall be allocated to the capital reserves pursuant to Section 272 (2) no. 1 of the German Commercial Code (HGB) and the amount remaining after such allocation shall be allocated to the Continental Automotive Holding SE capital reserves pursuant to Section 272 (2) no. 4 HGB. Continental Aktiengesellschaft and Continental Automotive Holding SE shall each bear their own costs for their respective shareholders’ meetings and the costs for the respective applications and registrations with the relevant commercial register. The costs for the joint spin-off report (Spaltungsbericht), the spin-off audit (Spaltungsprüfung), and the audits in connection with the capital increase against contributions in kind (Sachkapitalerhöhung) and the post-formation acquisition (Nachgründung) of Continental Automotive Holding SE shall be solely borne by Continental Automotive Holding SE. The costs for the planned stock exchange listing for Continental Automotive Holding SE and the related evidenced costs for advisers (in particular, lawyers and auditors), banks and other service providers shall also be solely borne by Continental Automotive Holding SE. The latter shall not include the costs for the organization and conduct of Continental Aktiengesellschaft’s Capital Market Day (Kapitalmarkttag) which shall be borne by Continental Aktiengesellschaft itself. Continental AG shall consult with CA Holding SE before engaging additional advisors not already involved in connection with the capital increase against contributions in kind (Sachkapitalerhöhung), the post-formation acquisition (Nachgründung) or the planned stock exchange listing. The obligation of Continental Automotive Holding SE to bear the costs shall only arise as at the Closing Date. The portion of the costs allocated to Continental Automotive Holding SE as at the Closing Date will initially be advanced by Continental Aktiengesellschaft. Continental Automotive Holding SE will then reimburse this portion of the costs after the Closing Date and upon issuance of an invoice. The Spin-off and Transfer Agreement shall only take effect when it has been approved by the respective shareholders’ meetings of Continental Aktiengesellschaft and Continental Automotive Holding SE and when the Merger has been registered with the commercial register of Continental Aktiengesellschaft as the acquiring entity of the local court (Amtsgericht) of Hanover. A Group Separation Agreement is entered into between Continental Aktiengesellschaft and Continental Automotive Holding SE, which is attached as annex to the Spin-off and Transfer Agreement and contains provisions on the legal relationships existing between the aforementioned parties and their respective group companies. The material terms of the Group Separation Agreement, which is attached as annex to the Spin-off and Transfer Agreement, are as follows: If the parties’ common assumption that assets, rights and obligations have been allocated in such a way that the parties and their respective Groups will be able to continue their respective activities to the same extent as before the Closing Date and that the functioning of each Group as a whole is secured should turn out to be incorrect, the parties shall, with due regard to their mutual interests, procure that the allocation be adjusted (if applicable, against payment). Subject to the more detailed terms of the Group Separation Agreement, Continental Aktiengesellschaft shall ensure that the Automotive Group will have sufficient capital on the basis of the Target Cash and Cash Equivalents available as at the Closing Date. If financial liabilities still exist between companies of the two Groups on the Closing Date, these financial liabilities shall be settled five banking days from the Closing Date. Any collateral that has been provided by a company of one Group for liabilities of a company of the other Group shall be discharged by the Closing Date by the parties endeavoring to ensure that the relevant external third party will release the collateral. If a discharge is not practicable, the parties have agreed on how an indemnification as between the parties shall be effected. The same shall apply if a third party asserts a claim against the company which has provided the collateral. In cases in which an event of loss or other circumstances occur or become known at a company of one Group after the Spin-off Effective Date, as a result of which a company of the other Group is entitled (or would be entitled but for the Spin-off) to claim compensation under an insurance policy covering periods prior to the Closing Date, the parties have agreed on provisions which are aimed to ensure that the insurance claim inures to the economic benefit of the injured party. Known and unknown legal risks which have their origin prior to the Closing Date are generally allocated between the Groups according to their group sector-specific business activities prior to the Closing Date. If a legal risk cannot be allocated to a group sector, in particular because it originates from actions of the holding functions, the risk shall be allocated equally between the Groups, unless a group sector has contributed to the legal risk by committing a mistake, in which case the risk shall be allocated to that group sector. To the extent that claims are asserted against a company of one Group as a result of a legal risk that is allocated to the respective other Group, the other Group shall indemnify that company. The parties shall cooperate with each other in various situations where this is necessary or appropriate due to the fact that both companies were part of the Continental Group, including, but not limited to, sales of parts of business, regulatory or judicial proceedings and internal investigations. Expenses incurred until the Closing Date for the separation of shared systems, in particular in the areas of IT, Finance and HR, shall be allocated between the parties in accordance with a separate agreement, taking into account the practice pursued until then in the Continental Group. Separation expenses incurred after the Closing Date shall be borne by each party or their respective Group companies themselves. Furthermore, the Group Separation Agreement provides for obligations concerning the surrender of documents and the migration of data as well as for various rights to information and inspection, access to data and retention periods. The parties may request information from each other that relates to a period prior to the Closing Date and is necessary to comply with reporting and information obligations imposed by law or an authority or court, including group accounting and financial reporting, or for the review of filing or notification requirements and the implementation of corresponding filing or notification procedures (such as merger control). The parties have agreed on provisions to ensure that the Automotive Group will secure the pension claims and similar claims (e.g., with regard to partial retirement) of employees of the Automotive Group independently in the future. Operating contracts which are solely or predominantly used by companies of one Group shall be transferred to the companies of that Group. In the case of shared operating contracts, the parties shall cooperate to ensure that the consent of third parties to the transfer will be obtained or that an agreement with third parties will be reached. If they have not obtained such consent or reached such agreement, the parties shall, as a rule and subject to the precise provisions set out in the Group Separation Agreement, put each other in the position they would have been in if the consent had been obtained or the agreement had been reached. By the Closing Date, the parties shall, with due regard to their respective interests, to the extent permitted by law and to the extent reasonable and practicable, enter into the agreements relating to supply relationships, services and intellectual property rights on arm’s length terms. As a result of the Spin-off, Continental Aktiengesellschaft will incur a so-called contribution gain I. The tax on this contribution gain I shall be borne by Continental Aktiengesellschaft. At Continental Automotive Holding SE (or its subsidiary Continental Automotive Technologies GmbH), this will give rise to a so-called step-up amount and higher depreciations for tax purposes; no remuneration is owed for this. In the case of German consolidated tax groups for income tax purposes, the taxes for periods until December 31, 2024 shall be borne by the relevant company that is the person legally liable for the payment of such taxes; if this results in so-called offsetting effects at the other Group, these shall be compensated by a blanket amount. In the case of foreign tax groups, taxes for periods until the end of the relevant tax group shall be borne by the company that economically caused these taxes. Transfer taxes (including real estate transfer tax) arising from the Spin-off itself or resulting from the violation of subsequent holding periods within the meaning of Section 6a of the German Real Estate Transfer Tax Act (GrEStG) shall be borne by the Automotive companies as the persons legally liable for the payment of such taxes. With regard to the real estate transfer tax arising from the Spin-off itself, Continental Aktiengesellschaft will reimburse Continental Automotive Holding SE for 50% of the real estate transfer tax payable in this respect. The parties shall cooperate in tax matters. Special consideration shall be given to the rights of the party that bears all or the greater part of the taxes. Upon implementation of the Spin-off, each shareholder of Continental Aktiengesellschaft will receive one of a total of 100,050,991 registered no-par value shares (auf den Namen lautende Stückaktien) in Continental Automotive Holding SE for every two no-par value bearer shares (auf den Inhaber lautende Stückaktien) in Continental Aktiengesellschaft. After the Spin-off has taken effect, Continental Aktiengesellschaft will still hold the participation in Continental Automotive Holding SE (48,000 shares) which it already held on the date of signing of the Spin-off and Transfer Agreement. The plan is that Continental Aktiengesellschaft will sell these 48,000 shares on the market in a timely manner after the Spin-off has taken effect and the shares in Continental Automotive Holding SE have been listed on the stock exchange. The Spin-off will take place with retroactive effect as at January 1, 2025, 00:00 hrs (Spin-off Effective Date). The Spin-off and Transfer Agreement was filed with the commercial registers of Continental Aktiengesellschaft and Continental Automotive Holding SE in due time before convening the shareholders’ meeting. Immediately after the Spin-off has taken effect, the shares in Continental Automotive Holding SE are intended to be admitted to stock exchange trading on the basis of a separate securities prospectus, which is not the subject of this resolution. This securities prospectus will contain, inter alia, certain financial information of Continental Automotive Holding SE and is subject to approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). In order to prepare and coordinate the process for the preparation and approval of the securities prospectus in the best possible way, it is intended that the Spin-off will take effect, and that the Executive Board will apply for its registration with the commercial register, only after June 30, 2025. The Executive Board and the Supervisory Board propose that the following resolution be adopted: The Spin-off and Transfer Agreement between Continental Aktiengesellschaft and Continental Automotive Holding SE of March 13, 2025 is approved. The Executive Board is instructed to apply for registration of the Spin-off with the commercial register only after the end of June 30, 2025 and immediately before the approval of the listing prospectus, the timing of which shall be agreed with the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht), but under no circumstances later than by August 31, 2025. The Executive Board of Continental Aktiengesellschaft and the executive board of Continental Holding SE explain in detail and provide reasons for the Spin-off in legal and economic terms in their “Joint Spin-off Report” of March 13, 2025. The Spin-off and Transfer Agreement was audited by the court-appointed expert spin-off auditor. The spin-off auditor provided a written audit report on the results of the audit. The following documents are available online from the date of convocation at
www.continental.com/en/agm: the Spin-off and Transfer Agreement including its annexes, the adopted annual financial statements and the approved consolidated financial statements as well as the summarized management report of Continental Aktiengesellschaft and of the Group for each of the fiscal years 2022, 2023 and 2024, the adopted annual financial statements of Continental Automotive Holding SE for the fiscal year 2024, the joint spin-off report of the Executive Board of Continental Aktiengesellschaft and the executive board of Continental Automotive Holding SE, and the audit report provided by the court-appointed expert spin-off auditor, PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, Hanover branch. The documents will also be made available at the Annual Shareholders’ Meeting. 10. Resolution on the amendment to Section 10 of the Articles of Incorporation on reducing the size of the Supervisory Board Pursuant to Sections 96 (1), 101 (1) AktG and Section 7 (1) sentence 1 no. 3 of the German Co-Determination Act (MitbestG), the Supervisory Board of Continental Aktiengesellschaft is currently composed of ten shareholder representatives and ten employee representatives. After the proposed Spin-off (dealt with under agenda item 9) takes effect, Continental Aktiengesellschaft will likely fall under the size category defined in Section 7 (1) sentence 1 no. 2 MitbestG, according to which the Supervisory Board of companies with generally more than 10,000 but not more than 20,000 employees in Germany shall in principle be composed of eight Supervisory Board members representing the shareholders and eight Supervisory Board members representing the employees. To take this into consideration, the Articles of Incorporation are to be amended to stipulate that a Supervisory Board shall be formed as required by the applicable legal provisions. Consequently, the size of the Supervisory Board may be reduced, given that the number of employees will likely fall below the statutory threshold. A scaled-down Supervisory Board as provided for by the German Co-Determination Act will be proportionate to the size of the company that will result from the reorganization and will be expedient to the goal of more agile decision-making processes. The Executive Board and the Supervisory Board propose that the following resolution be adopted: Section 10 (1) of the Articles of Incorporation will be redrafted as follows: “The Supervisory Board is constituted according to statutory provisions. The members of the Supervisory Board shall be elected for a term not extending beyond the close of the Annual Shareholders’ Meeting that passes the ratification for the fourth fiscal year following commencement of their term in office. The fiscal year in which their term of office begins is not counted.” 11. Resolution on the amendment to Section 10 of the Articles of Incorporation on alignment to the requirements of the German Corporate Governance Code Section 10 (2) of the Articles of Incorporation allows the meeting chair, when electing the shareholder representatives to the Supervisory Board as well as any replacement members, to also conduct the vote using a list with nominations, and thus to hold an election on the basis of a list, rather than on the basis of individual appointment. This option has not been utilized, with a view to recommendation C.15 sentence 1 of the German Corporate Governance Code. The approach that is applied in practice is now to be embedded in the Articles of Incorporation for transparency purposes. The Executive Board and the Supervisory Board propose that the following resolution be adopted: Section 10 (2) of the Articles of Incorporation is to be redrafted as follows: “The elections of the shareholder representatives to the Supervisory Board and any replacement members shall be conducted on the basis of individual appointment.” 12. Resolution on the amendment to Section 10 of the Articles of Incorporation on making resignations of members of the Supervisory Board more flexible Section 10 (5) of the Articles of Incorporation states that any member of the Supervisory Board and any replacement member may step down from their position in office by submitting appropriate notice to the chairman of the Supervisory Board subject to a notice period of four weeks. With a view to making this regulation explicitly more flexible, the proviso is to be inserted that the chairman of the Supervisory Board may shorten the notice period of waive compliance with the notice period. The Executive Board and the Supervisory Board propose that the following resolution be adopted: Section 10 (5) of the Articles of Incorporation is to be amended to include the following new paragraph 3: “The Chairman of the Supervisory Board may shorten the notice period of waive compliance with the notice period.” 13. Resolution on the amendment to Section 17 of the Articles of Incorporation on making the location of the Annual Shareholders’ Meeting more flexible The Articles of Incorporation do not currently contain any provisions governing the location of the Annual Shareholders’ Meeting, resulting in recourse to Section 121 (5) sentence 1 AktG, which stipulates that the Annual Shareholders’ Meeting shall be held at the Company’s registered office. Pursuant to Section 121 (5) sentence 2 AktG, it may also be held at the location of a stock exchange where the Company’s shares are traded. The person convening the meeting may choose between these two locations at their discretion. To make the selection of the location of the Annual Shareholders’ Meeting more flexible moving forward, the meeting locations stipulated by law are to be transferred to the Articles of Incorporation, and a provision is also to be made that the Annual Shareholders’ Meeting may be held in a major German city with a population of more than 150,000 or at any German stock exchange. At the same time, it is to be clarified that the provisions governing the meeting location specified in the Articles of Incorporation do not apply to a virtual Annual Shareholders’ Meeting. The Executive Board and the Supervisory Board propose that the following resolution be adopted: Section 17 of the Articles of Incorporation is to be amended as follows: The following new paragraph 1 will be added: “The Annual Shareholders’ Meeting shall be held at the Company’s registered office, at a German stock exchange or in a German city with a population of more than 150,000. In the case of a virtual Annual Shareholders’ Meeting, sentence 1 shall not apply.” The previous paragraphs 1 to 4 will be retained in the same order and will be renumbered as paragraphs 2 to 5. 14. Resolution on the amendment to Section 21 (4) of the Articles of Incorporation on alignment to statutory provisions The German Stock Corporation Act provides for the option in Section 175 (2) sentence 4 AktG that the documents specified in Section 175 (2) AktG (annual financial statements, management report, consolidated financial statements, group management report, report of the Supervisory Board, proposal of the Executive Board on the appropriation of net income, individual financial statements approved by the Supervisory Board pursuant to Section 325 (2a) HGB, where appropriate) do not need to be available for inspection at the Company’s offices if such documents are accessible on the Company’s website from the time the Annual Shareholders’ Meeting is convened onward. Section 21 (4) of the Articles of Incorporation does not reflect this option. Accordingly, Section 21 (4) of the Articles of Incorporation is to be deleted and the Articles of Incorporation aligned to the legal situation, which in turn will simplify access to the documents for shareholders and reduce the workload involved for the Company. The Executive Board and the Supervisory Board propose that the following resolution be adopted: Section 21 (4) of the Articles of Incorporation will be deleted entirely. II. Further information on agenda items 1. On agenda item 8: Merger Agreement between Continental Aktiengesellschaft and Continental Automotive GmbH The Merger Agreement is worded as follows: Merger Agreement between Continental AG with registered office in Hanover as acquiring entity – hereinafter referred to as Continental AG – and Continental Automotive GmbH with registered office in Hanover as transferring entity – hereinafter referred to as Continental Automotive GmbH – Preamble Under this Agreement, Continental Automotive GmbH will be merged into Continental AG. According to the most recent shareholder list registered with the commercial register dated June 3, 2022, the sole shareholder of Continental Automotive GmbH, whose share capital of €503,000 is fully paid in, is Continental AG holding an interest in the amount of €503,000 in the company (shares no. 1 to 6). A domination and profit and loss transfer agreement dated March 27, 2001, as amended on March 15, 2023, is in place between Continental AG as the controlling company and Continental Automotive GmbH as the controlled company (the DPLTA I). Continental Automotive GmbH is currently the sole shareholder of Continental Automotive Technologies GmbH with registered office in Hanover (registered with the commercial register of the local court (Amtsgericht) of Hanover under HRB 3669; hereinafter referred to as CAT GmbH). A domination and profit and loss transfer agreement dated February 15, 2021, as amended on November 28, 2022, is in place between Continental Automotive GmbH as the controlling company and CAT GmbH as the controlled company (the DPLTA II). Furthermore, Continental Automotive GmbH holds 51% of the shares in Continental Caoutchouc-Export-GmbH (registered with the commercial register of the local court (Amtsgericht) of Hanover under HRB 204411); the remaining 49% of the shares are held by Continental AG. Continental Automotive GmbH does not have any employees. Continental AG intends to transfer CAT GmbH, together with its direct and indirect subsidiaries and participations, and the DPLTA II by way of a spin-off as transferring entity to Continental Automotive Holding SE as acquiring entity (the Spin-off) and to have Continental Automotive Holding SE listed as a separate group on the stock exchange. The merger envisaged by this agreement is to be implemented in preparation for the Spin-off because, as a result of the merger, Continental AG will become the sole shareholder of CAT GmbH. The plan is that the merger will first take effect as a result of its registration with the commercial register of Continental AG (in its capacity as acquiring entity under the merger) of the local court (Amtsgericht) of Hanover before the Spin-off will be registered with the commercial register of Continental AG (in its capacity as transferring entity under the Spin-off) of the local court of Hanover. This chronological order of the registrations with the commercial register will be ensured by a condition precedent in the Spin-off and Transfer Agreement between Continental AG and Continental Automotive Holding SE. Due to this chronological order, Continental AG will be the direct sole shareholder of CAT GmbH at the time of registration of the Spin-off with the commercial register of Continental AG as transferring entity and will be able to spin off its direct participation in CAT GmbH to Continental Automotive Holding SE. As a result of the merger, Continental AG will also become a party to the DPLTA II as the controlling company. It is intended that the DPLTA II will subsequently be transferred from Continental AG to Continental Automotive Holding SE by way of the Spin-off so that Continental Automotive Holding SE will replace Continental AG as the controlling company when the Spin-off takes effect. As a result of the merger, the DPLTA I will be extinguished by confusion. Furthermore, as a result of the merger, inter alia, the 51% participation held by Continental Automotive GmbH in Continental Caoutchouc-Export-GmbH will be transferred to Continental AG pursuant to Section 20(1) no. 1 UmwG and, as a consequence, Continental Caoutchouc-Export-GmbH will become a wholly-owned subsidiary of Continental AG. The Spin-off will not affect the ownership structure in Continental Caoutchouc-Export-GmbH resulting from the merger. Now, therefore, the parties agree as follows: Transfer of assets Continental Automotive GmbH shall transfer its entire assets including all rights and obligations (Assets) by dissolution without liquidation (Auflösung ohne Abwicklung) to Continental AG by way of a merger by absorption (Verschmelzung durch Aufnahme) pursuant to Section 2 no. 1 UmwG. No consideration Since Continental AG as acquiring entity holds all shares in Continental Automotive GmbH as transferring entity, the merger will be effected without consideration (Section 20(1) no. 3 second half of sentence 1 UmwG). Therefore, the information on the exchange of the shares pursuant to Section 5(1) nos. 2 to 5 UmwG is not required (Section 5(2) UmwG). Pursuant to Section 68(1) sentence 1 no. 1 UmwG, the merger will also be effected without a capital increase at Continental AG. Merger Effective Date The transfer of the Assets of Continental Automotive GmbH shall take effect between the parties with effect as at the end of December 31, 2024. From January 1, 2025, 0:00 hrs (Merger Effective Date) until the time when Continental Automotive GmbH ceases to exist pursuant to Section 20(1) no. 2 UmwG, all actions and transactions of Continental Automotive GmbH shall be treated as being those of Continental AG. Closing balance sheet The merger shall be based on the balance sheet of Continental Automotive GmbH as at December 31, 2024, 24:00 hrs as the closing balance sheet within the meaning of Section 17(2) UmwG. The balance sheet date of the closing balance sheet shall be at the same time the effective transfer date for tax purposes (Section 2(1) of the German Transformation Tax Act (Umwandlungssteuergesetz – UmwStG). Continental Automotive GmbH will recognize the Assets in its closing balance sheet under commercial law at book values. For income tax purposes, Continental Automotive GmbH will also recognize the Assets at book values. Continental AG will recognize the Assets in its commercial accounts at fair values. Continental AG will recognize the Assets in its balance sheet for tax purposes at the value contained in the closing balance sheet for tax purposes of Continental Automotive GmbH. Postponement of balance sheet date and Merger Effective Date If the merger has not been registered with the commercial register of Continental AG by January 14, 2026, the balance sheet date and the Merger Effective Date will be postponed as follows: Balance sheet date: By way of derogation from section 3 hereof, the merger shall be based on the closing balance sheet of Continental Automotive GmbH as at December 31, 2025, 24:00 hrs; Merger Effective Date: By way of derogation from section 3, the Merger Effective Date shall be January 1, 2026, 0:00 hrs. If the merger has also not been registered with the commercial register of Continental AG by January 14 of any of the following years, the balance sheet date and the Merger Effective Date will be postponed correspondingly in accordance with section 5.1. Right of withdrawal If the merger has not been registered with the commercial register of Continental AG by January 7, 2026, both parties may withdraw from this Merger Agreement. Withdrawal must be declared to the other party by registered letter with return receipt and the notary shall be informed in writing. The legal consequences of withdrawal are governed by Sections 346 et seq. BGB. In this case, the parties shall each bear half of the costs of this Agreement. Membership in the acquiring entity No membership rights are granted. No special rights and benefits The articles of incorporation of Continental AG do not grant any special rights or benefits to individual shareholders, and no measures are intended with regard to these persons. No special benefits within the meaning of Section 5(1) no. 8 UmwG are granted to any member of a representative body, or of a supervisory body, of the legal entities involved in the merger, to a managing shareholder, an auditor, or a merger auditor. When the merger takes effect, the positions of the members of the management board of Continental Automotive GmbH will end. Consequences of the merger for employees and their representatives Continental Automotive GmbH does not have any employees and accordingly there are no employee representative bodies. Therefore, the merger will not have any consequences in this respect. The legal positions of the employees of Continental AG under individual and collective employment law will not be affected by the merger. The merger will not result in any changes in the operational structure and the operational organization in the establishments of Continental AG. Existing works agreements at Continental AG will remain in force without any changes. The merger will not result in any changes to collective bargaining agreements for the employees of Continental AG. The existing works councils of Continental AG will remain in office without any changes. Further provisions in connection with the merger The company name of Continental AG will remain unchanged. The Assets of Continental Automotive GmbH do not include real property. The representative bodies of Continental AG as acquiring entity will not change; in particular, no managing director of Continental Automotive GmbH will be appointed as member of the executive board of Continental AG as a result of the merger. The procurations (Prokuren) and powers of attorney (Handlungsvollmachten) currently existing at Continental Automotive GmbH will be transferred to Continental AG as part of the merger. They will be revoked after the merger has taken effect. The Parties shall make all declarations, issue all deeds and take all other actions which might additionally be necessary or appropriate in connection with the transfer of the Assets from Continental Automotive GmbH to Continental AG at the time when the merger takes effect or in connection with the amendment of public registers or other directories. Continental Automotive GmbH grants Continental AG power of attorney to the fullest extent permitted by law to make any declarations that are necessary or useful to fulfill these obligations. This power of attorney shall continue to be valid beyond the effectiveness of the merger. Should any provisions of this Agreement be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions of this Agreement. The same shall apply if it turns out that this Agreement contains any gap. The parties undertake to replace any such invalid or unenforceable provision or to fill any such gap with an appropriate replacement provision that comes as close as possible to the content of the invalid or unenforceable provision. This Merger Agreement will only become effective if it is approved by the shareholders’ meeting of Continental AG and the shareholders’ meeting of Continental Automotive GmbH by means of a merger resolution pursuant to Sections 13(1), 50(1), 65(1) UmwG. This Merger Agreement will be filed with the commercial register in accordance with Section 61 UmwG. Costs The costs incurred in connection with this Agreement and its closing shall be borne by Continental AG. If the merger does not take effect, the companies involved shall each bear half of the notary fees. Final provisions Should any provision of this Agreement be or become invalid, this shall not affect the validity of the remaining provisions of this Agreement. The Parties shall replace any invalid provision with a valid provision that comes closest to the economic result that the parties intended. The same applies if this Agreement contains any gap to be filled. This Agreement shall be governed by the laws of the Federal Republic of Germany. The place of jurisdiction is Hanover. 2. On agenda item 9: Spin-off and Transfer Agreement between Continental Aktiengesellschaft and Continental Automotive Holding SE The Spin-off and Transfer Agreement is worded as follows: Continental Aktiengesellschaft as transferring entity and Continental Automotive Holding SE as acquiring entity SPIN-OFF AND TRANSFER AGREEMENT March 13, 2025 Table of Contents List of Annexes Definitions Preamble I. Spin-off, Spin-off Effective Date and Closing Balance Sheet 1. Spin-off 2. Spin-off Effective Date and Effective Transfer Date for Tax Purposes 3. Closing Balance Sheet 4. Treatment of the Spin-off Assets for accounting purposes 5. Postponement of effective dates II. Spin-off Assets 6. Spin-off Assets and modalities for the transfer 7. Taking effect, Closing Date 8. Catch-all provisions 9. Creditor protection and internal settlement 10. Warranties III. Consideration and capital increase, special rights and benefits 11. Granting of shares, Trustee and capital increase 12. No granting of special rights 13. Granting of special benefits IV. Provisions under corporate law relating to CA Holding SE and Group Separation Agreement 14. Articles of association of CA Holding SE 15. Group Separation Agreement V. Consequences of the Spin-off for the employees and their representative bodies 16. Consequences of the Spin-off for the employees 17. Consequences of the Spin-off for the representative bodies of the employees under works constitution law 18. Consequences of the Spin-off for the co-determination in the supervisory board VI. Miscellaneous 19. Costs and taxes 20. Right of withdrawal 21. Final provisions
List of Annexes Annex (E) Domination and Profit and Loss Transfer Agreement Annex 14 Articles of association of CA Holding SE Annex 15 Group Separation Agreement
Definitions Definition AktG BetrVG CA GmbH CA Holding SE CAT GmbH Closing Balance Sheet Closing Date Continental AG Domination and Profit and Loss Transfer Agreement Effective Transfer Date for Tax Purposes Future Automotive Group Future Continental Group HGB KPIs LTI Plans Merger MitbestG Participation Parties Party SEBG Spin-off Spin-off and Transfer Agreement Spin-off Assets Spin-off Effective Date Tranche 1 Tranche 2 Trustee UmwG SPIN-OFF AND TRANSFER AGREEMENT (the Spin-off and Transfer Agreement) by and between Continental Aktiengesellschaft, registered with the commercial register of the local court (Amtsgericht) of Hanover under HRB 3527, having its registered office in Hanover, Germany; - Continental AG – and Continental Automotive Holding SE, registered with the commercial register of the local court (Amtsgericht) of Munich under HRB 295655, having its registered office in Munich, Germany; - CA Holding SE, together with Continental AG the Parties and each a Party -
Preamble At the date of this Spin-off and Transfer Agreement, the share capital of Continental AG amounts to €512,015,316.48 and is divided into 200,005,983 no-par value bearer shares (auf den Inhaber lautende Stückaktien). In order to allow for an even division by the share allocation ratio set out in sec. 11 without remainder, Continental AG will ensure that the number of its shares that are entitled to an allocation (zuteilungsberechtigt) pursuant to § 131(1) no. 3 sentence 1 of the German Transformation Act (Umwandlungsgesetz – UmwG) will amount to 200,005,982 shares at the Closing Date (as defined in sec. 7.1 below). At the date of this Spin-off and Transfer Agreement, the share capital of CA Holding SE amounts to €120,000.00 and is divided into 48,000 registered no-par value shares (auf den Namen lautende Stückaktien). The sole shareholder of CA Holding SE is Continental AG. Continental AG intends to transfer Continental Automotive Technologies GmbH with registered office in Hanover (registered with the commercial register of the local court (Amtsgericht) of Hanover under HRB 3669) (CAT GmbH), together with its direct and indirect subsidiaries and participations, as well as a certain domination and profit and loss transfer agreement (as described in more detail in (E) below) by way of a spin-off by absorption (Abspaltung zur Aufnahme) as transferring entity to CA Holding SE as acquiring entity (the Spin-off) and subsequently have CA Holding SE, as a separate company, admitted to trading on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange (CA Holding SE, together with its direct and indirect subsidiaries and participations as of the Spin-off, the Future Automotive Group; the Continental Group without the companies of the Future Automotive Group the Future Continental Group). The current sole shareholder of CAT GmbH is Continental Automotive GmbH (registered with the commercial register of the local court (Amtsgericht) of Hanover under HRB 59424) (CA GmbH), whose sole shareholder is Continental AG. However, it is intended to merge CA GmbH into Continental AG prior to the Spin-off in accordance with the provisions of the UmwG (the Merger). The Merger shall take effect as a result of its registration with the commercial register of Continental AG (in its capacity as acquiring entity under the Merger) of the local court (Amtsgericht) of Hanover before the Spin-off will be registered with the commercial register of Continental AG (in its capacity as transferring entity under the Spin-off) of the local court (Amtsgericht) of Hanover. This chronological order of the registrations with the commercial register will be ensured by the condition precedent set out in sec. 21.1.2. Due to this chronological order, Continental AG will be the direct sole shareholder of CAT GmbH at the time of the registration of the Spin-off with the commercial register of Continental AG as transferring entity and will therefore be able to spin off its direct participation in CAT GmbH to CA Holding SE. A domination and profit and loss transfer agreement dated February 15, 2021, as amended on November 28, 2022, is in place between CA GmbH as the controlling company and CAT GmbH as the controlled company, which is attached hereto as Annex (E) (this agreement, including all rights and obligations as well as ancillary rights and obligations, the Domination and Profit and Loss Transfer Agreement), which will first be transferred from CA GmbH to Continental AG as part of the Merger. It is intended that the Domination and Profit and Loss Transfer Agreement will subsequently be transferred from Continental AG to CA Holding SE as part of the Spin-off so that CA Holding SE will replace Continental AG as controlling company when the Spin-off takes effect. As consideration for the Spin-off, the shareholders of Continental AG will be granted by CA Holding SE a total of 100,002,991 registered no-par value shares (auf den Namen lautende Stückaktien) in CA Holding SE in accordance with this Spin-off and Transfer Agreement in proportion to their respective participations in Continental AG (so-called pro rata spin-off (verhältniswahrende Abspaltung)). Immediately after the Spin-off takes effect, all shares in CA Holding SE (including the 48,000 registered no-par value shares (auf den Namen lautende Stückaktien) already in existence at the time of the conclusion of this Spin-off and Transfer Agreement) are intended to be admitted to trading in the regulated market of the Frankfurt Stock Exchange with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange. Now, therefore, the Parties agree as follows:
Spin-off, Spin-off Effective Date and Closing Balance Sheet Spin-off Continental AG as the transferring entity shall transfer the Spin-off Assets defined in sec. 6 together with all rights and obligations as a whole to CA Holding SE as the acquiring entity by way of a spin-off by absorption (Abspaltung zur Aufnahme) pursuant to Section 123(2) no. 1 UmwG in exchange for shares in CA Holding SE to be granted to the shareholders of Continental AG in accordance with sec. 11 (so-called pro rata spin-off by absorption (verhältniswahrende Abspaltung zur Aufnahme)). Items of assets and liabilities and other rights and obligations or legal positions of Continental AG which are not attributable to the Spin-off Assets in accordance with this Spin-off and Transfer Agreement or which are expressly excluded from the transfer in this Spin-off and Transfer Agreement shall not be transferred to CA Holding SE.
Spin-off Effective Date and Effective Transfer Date for Tax Purposes As between Continental AG and CA Holding SE, the Spin-off Assets shall be transferred with effect as at January 1, 2025, 0:00 hrs (the Spin-off Effective Date). From that date, the actions relating to the Spin-off Assets shall, as between Continental AG and CA Holding SE, be deemed to have been taken for the account of CA Holding SE. The effective transfer date for tax purposes for the Spin-off is December 31, 2024, 24:00 hrs (the Effective Transfer Date for Tax Purposes).
Closing Balance Sheet The closing balance sheet of the transferring entity pursuant to Sections 125(1) sentence 1, 17(2) UmwG shall be the annual balance sheet of Cont
