Landesbank Baden-Württemberg Mediobanca Banca di Credito Finanziario S.p.A. The Royal Bank of Scotland UniCredit Bank

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1 Base Prospectus May 5, 2015 This document constitutes three base prospectuses: (i) the base prospectus of Continental Aktiengesellschaft in respect of non-equity securities within the meaning of Art. 22 No. 6(4) of the Commission Regulation (EC) No.809/2004 of April 29, 2004, as amended (Non-Equity Securities), (ii) the base prospectus of Conti-Gummi Finance B.V. in respect of Non-Equity Securities and (iii) the base prospectus of Continental Rubber of America, Corp. in respect of Non-Equity Securities (together, the Debt Issuance Programme Prospectus or the Prospectus). Continental Aktiengesellschaft (Hanover, Federal Republic of Germany) as Issuer and, in respect of Notes issued by Conti-Gummi Finance B.V. and Continental Rubber of America, Corp., as Guarantor Conti-Gummi Finance B.V. (Maastricht, The Netherlands) as Issuer Continental Rubber of America, Corp. (Wilmington, Delaware, Unites States of America) as Issuer EUR 5,000,000,000 Debt Issuance Programme (the Programme) Application has been made to the Luxembourg Commission de Surveillance du Secteur Financier (the CSSF), which is the Luxembourg competent authority for the purposes of the Luxembourg act relating to prospectuses for securities dated July 10, 2005, as amended (Loi relative aux prospectus pour valeurs mobilières) (the Prospectus Act) which implements Directive 2003/71/EC, as amended from time to time (the Prospectus Directive) into Luxembourg law, for its approval of this Prospectus. Application has been made to list notes issued under the Programme (the Notes) on the official list of the Luxembourg Stock Exchange and to admit Notes to trading on the regulated market of the Luxembourg Stock Exchange (as defined below). However, Notes may also be issued under the Programme which are listed on a stock exchange other than the Luxembourg Stock Exchange or which are not listed on any stock exchange. Each Issuer has requested the CSSF in its capacity as competent authority under the Prospectus Act to provide the competent authorities in the Federal Republic of Germany and The Netherlands with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Prospectus Act (Notification). Each Issuer may request the CSSF to provide competent authorities in additional Member States within the European Economic Area with a Notification. Arranger Deutsche Bank Dealers BNP PARIBAS BofA Merrill Lynch Citigroup Commerzbank Crédit Agricole CIB Deutsche Bank DZ BANK AG Helaba HSBC ING J.P. Morgan Landesbank Baden-Württemberg Mediobanca Banca di Credito Finanziario S.p.A. Mizuho Securities SEB The Royal Bank of Scotland UniCredit Bank This Prospectus will be published in electronic form on the website of the Luxembourg Stock Exchange ( as well as on the website of Continental ( This Prospectus is valid for a period of twelve months from its date of approval.

2 RESPONSIBILITY STATEMENT Continental Aktiengesellschaft (Continental AG or the Guarantor, together with its consolidated group companies, Continental, Continental Group or the Group) with its registered office in Hanover, Federal Republic of Germany, Conti-Gummi Finance B.V. (Conti-Gummi Finance or CGF) with its registered office in Maastricht, The Netherlands and Continental Rubber of America, Corp. with its registered office in Wilmington, Delaware, USA (Continental Rubber of America or CRoA) (each an Issuer and together the Issuers) accept responsibility for the information given in this Prospectus. Each Issuer hereby declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus for which it is responsible is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. The CSSF gives no undertaking as to the economic and financial soundness of the transactions under the Programme and the quality or solvency of the Issuers in line with the provisions of article 7(7) of the Prospectus Act. This Prospectus should be read and understood in conjunction with any supplement hereto and with any other documents incorporated herein by reference and, in relation to any tranche of Notes (each a Tranche), together with the relevant final terms (the Final Terms). Full information on the Issuers and any Tranche is only available on the basis of the combination of the Prospectus and the relevant Final Terms. NOTICE Each Issuer has confirmed to the Dealers (as defined herein) that this Prospectus contains all information with regard to the Issuers, the Guarantor and the Notes which is material in the context of the Programme and the issue and offering of Notes thereunder; that the information contained herein with respect to the Issuers, the Guarantor and the Notes is accurate and complete in all material respects and is not misleading; that any opinions and intentions expressed herein are honestly held and based on reasonable assumptions; that there are no other facts with respect to the Issuers, the Guarantor or the Notes, the omission of which would make this Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading; that the Issuers and the Guarantor have made all reasonable enquiries to ascertain all facts material for the purposes aforesaid. This Prospectus is valid for 12 months following its date of approval and this Prospectus and any supplement hereto as well as any Final Terms reflect the status as of their respective dates of issue. The delivery of this Prospectus, any supplement thereto, or any Final Terms and the offering, sale or delivery of any Notes may not be taken as an implication that the information contained in such documents is accurate and complete subsequent to their respective dates of issue or that there has been no adverse change in the financial situation of the Issuers or the Guarantor since such date or that any other information supplied in connection with the Programme is accurate at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. Each Issuer and the Guarantor has undertaken with the Dealers to supplement this Prospectus or publish a new Prospectus in the event of any significant new factor, material mistake or inaccuracy relating to the information included in this Prospectus in respect of Notes issued on the basis of this Prospectus which is capable of affecting the assessment of the Notes and which arises or is noted between the time when this Prospectus has been approved and the closing of any tranche of Notes offered to the public or, as the case may be, when trading of any tranche of Notes on a regulated market begins in respect of Notes issued on the basis of this Prospectus. No person has been authorised to give any information which is not contained in or not consistent with this Prospectus or any other document entered into in relation to the Programme or any information supplied by any Issuer or any other information in the public domain and, if given or made, such information must not be relied upon as having been authorised by the Issuers, the Dealers or any of them. Neither the Arranger nor any Dealer nor any other person mentioned in this Prospectus, excluding the Issuers and the Guarantor, is responsible for the information contained in this Prospectus or any supplement hereto, or any Final Terms or any document incorporated herein by reference, and accordingly, and to the extent permitted by the laws of any relevant jurisdiction, none of these persons accepts any responsibility for the accuracy and completeness of the information contained in any of these documents. 2

3 The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any Final Terms come are required to inform themselves about and observe any such restrictions. For a description of the restrictions applicable in the United States of America (USA), the European Economic Area in general, the United Kingdom, The Netherlands, Luxembourg and Japan see "Selling Restrictions". In particular, the Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act), and include notes in bearer form that are subject to tax law requirements of the USA; subject to certain exceptions, Notes may not be offered, sold or delivered within the USA or to U.S. persons. The language of the Prospectus is English. Any part of this Prospectus in the German language constitutes a translation. In respect of the issue of any Tranche of Notes under the Programme, the German text of the Terms and Conditions may be controlling and binding if so specified in the relevant Final Terms. In respect of the German law governed Guarantee (including the negative pledge contained therein) the German language version is always controlling and binding. This Prospectus may only be used for the purpose for which it has been published. This Prospectus and any Final Terms may not be used for the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such an offer or solicitation. This Prospectus, any supplement thereto and any Final Terms do not constitute an offer or an invitation to subscribe for or purchase any Notes. IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES UNDER THE PROGRAMME, THE DEALER OR DEALERS (IF ANY) NAMED AS STABILISING MANAGER(S) IN THE APPLICABLE FINAL TERMS (OR PERSONS ACTING ON BEHALF OF A STABILISING MANAGER) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT SUCH STABILISING MANAGER(S) (OR PERSONS ACTING ON BEHALF OF A STABILISING MANAGER) WILL UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN AT ANY TIME AFTER THE ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE RELEVANT TRANCHE OF THE NOTES AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE RELEVANT TRANCHE OF NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE RELEVANT TRANCHE OF NOTES. ANY STABILISATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE RELEVANT STABILISING MANAGER(S) (OR PERSON(S) ACTING ON BEHALF OF ANY STABILISING MANAGER(S)) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES. ANY U.S. PERSON WHO HOLDS AN OBLIGATION UNDER THIS PROGRAMME THAT IS TREATED AS IN BEARER FORM FOR U.S. FEDERAL INCOME TAX PURPOSES WILL BE SUBJECT TO LIMITATIONS UNDER THE U.S. INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN CLAUSES 165(j) AND 1287(a) OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED. In this Prospectus, all references to, EUR or euro are to the currency introduced at the start of the third stage of the European economic and monetary union, and defined in Article 2 of Council Regulation (EC) No 974/98 of May 3, 1998, on the introduction of the euro, as amended. Tranches of Notes may be rated or unrated. Where a Tranche of Notes is rated, such rating and the respective rating agency will be specified in the relevant Final Terms. A rating is not a recommendation to buy, sell or hold Notes and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. To the extent not otherwise indicated, the information contained in this Prospectus on the market environment, market developments, growth rates, market trends and competition in the markets in which the Issuers operate is taken from publicly available sources, including, but not limited to, third-party studies or own estimates that are also primarily based on data or figures from publicly available sources. The information from third-party sources that is cited here has been reproduced accurately. As far as the Issuers are aware and are able to ascertain from information published by such third-party, no facts have been omitted which would render the reproduced information published inaccurate or misleading. 3

4 This Prospectus also contains estimates of market data and information derived from these estimates that would not be available from publications issued by market research firms or from any other independent sources. This information is based on our internal estimates and, as such, may differ from the estimates made by our competitors or from data collected in the future by market research firms or other independent sources. To the extent the Issuers derived or summarized the market information contained in this Prospectus from a number of different studies, an individual study is not cited unless the respective information can be taken from it directly. The Issuers have not independently verified the market data and other information on which third parties have based their studies or the external sources on which our own estimates are based. Therefore, the Issuers assume no responsibility for the accuracy of the information on the market environment, market developments, growth rates, market trends and competitive situation presented in this Prospectus from third-party studies or the accuracy of the information on which its own estimates are based. Any statements regarding the market environment, market developments, growth rates, market trends and competitive situation presented in this Prospectus regarding Continental Group and its operating divisions contained in this Prospectus are based on own estimates and/or analysis unless other sources are specified. FORWARD-LOOKING STATEMENTS This Prospectus contains certain forward-looking statements. A forward-looking statement is a statement that does not relate to historical facts and events. They are based on analyses or forecasts of future results and estimates of amounts not yet determinable or foreseeable. These forward-looking statements are identified by the use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project" and similar terms and phrases, including references and assumptions. This applies, in particular, to statements in this Prospectus containing information on future earning capacity, plans and expectations regarding Continental Group's business and management, its growth and profitability, and general economic and regulatory conditions and other factors that affect it. Forward-looking statements in this Prospectus are based on current estimates and assumptions that the Issuers make to the best of their present knowledge. These forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results, including Continental Group's financial condition and results of operations, to differ materially from and be worse than results that have expressly or implicitly been assumed or described in these forward-looking statements. Continental Group's business is also subject to a number of risks and uncertainties that could cause a forward-looking statement, estimate or prediction in this Prospectus to become inaccurate. Accordingly, investors are strongly advised to read the following sections of this Prospectus: "Summary", "Risk Factors", "Continental AG", "Conti-Gummi Finance", "Continental Rubber of America" and "Business of the Continental Group". These sections include more detailed descriptions of factors that might have an impact on Continental Group's business and the markets in which it operates. In light of these risks, uncertainties and assumptions, future events described in this Prospectus may not occur. In addition, neither the Issuers nor the Dealers assume any obligation, except as required by law, to update any forwardlooking statement or to conform these forward-looking statements to actual events or developments. 4

5 TABLE OF CONTENTS Summary... 6 German Translation of the Summary Risk Factors General Information on the Issuers Business of the Continental Group Description of Other Indebtedness General Description of the Programme Terms and Conditions of the Notes Form of Final Terms Guarantee (English language version) Guarantee (German language version) Use of Proceeds Taxation Subscription and Sale General Information Documents Incorporated by Reference Names and Addresses

6 SUMMARY Summaries are made up of disclosure requirements known as 'Elements'. These elements are numbered in Sections A E (A.1 E.7). This Summary contains all the Elements required to be included in a summary for this type of securities and Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of securities and Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of 'not applicable'. SECTION A INTRODUCTION AND WARNINGS Element Description of Element Disclosure requirement A.1 Warnings This Summary should be read as an introduction to the Prospectus. Any decision to invest in the Notes should be based on consideration of the Prospectus as a whole and the relevant Final Terms by the investor. Where a claim relating to the information contained in the Prospectus or the relevant Final Terms is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the Prospectus and the Final Terms, before the legal proceedings are initiated. Civil liability attaches only to those persons which have tabled the Summary including any translation thereof, but only if the Summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or the Final Terms or it does not provide, when read together with the other parts of the Prospectus and the Final Terms, key information in order to aid investors when considering whether to invest in such the Notes. A.2 Consent to the use of the prospectus [Each Dealer and/or each further financial intermediary][ ] subsequently reselling or finally placing Notes if and to the extent so expressed in [the][these] Final Terms [relating to a particular issue of Notes] is entitled to use the Prospectus and the Final Terms in [Luxembourg][,][Germany][and][The Netherlands] for the subsequent resale or final placement of the Notes during the period from [ ] to [ ], provided however, that the Prospectus is still valid in accordance with Article 11 of the Luxembourg act relating to prospectuses for securities (Loi relative aux prospectus pour valeurs mobilières) which implements Directive 2003/71/EC of the European Parliament and of the Council of 4 November, 2003 (as amended by Directive 2010/73/EU of the European Parliament and of the Council of 24 November 2010). The Prospectus may only be delivered to potential investors together with all supplements published before such delivery. Any supplement to the Prospectus is available for viewing in electronic form on the website of the Luxembourg Stock Exchange ( 6

7 When using the Prospectus and the Final Terms, [each Dealer and/or relevant further financial intermediary][ ] must make certain that it complies with all applicable laws and regulations in force in the respective jurisdictions. In the event of an offer being made by [a Dealer and/or a further financial intermediary][ ], the [Dealer and/or the further financial intermediary][ ] shall provide information to investors on the terms and conditions of the Notes at the time of that offer. 7

8 [SECTION B ISSUER Element Description of Element Disclosure requirement B.1 Legal and commercial name Continental Aktiengesellschaft (Continental AG) B.2 Domicile / Legal form / Legislation / Country of incorporation Continental AG is a stock corporation (Aktiengesellschaft) incorporated under the laws of Germany and domiciled in Germany. B.4b Known trends affecting the Issuer and the industries in which it operates Continental is a worldwide automotive supplier of a broad range of electronic systems and components, tires and non-tire rubber products. Therefore, Continental develops, produces and markets products that address the key growth trends of the automotive industry such as enhanced driving safety, comfort and convenience, increased fuel efficiency and climate protection. With respect to the development of the automotive industry in general, according to Continental's estimates, global light vehicle production (passenger cars, station wagons and light commercial vehicles) is expected to increase by around 2% to approximately 89 million units in Continental AG expects demand on Continental s key markets for replacement passenger tires (Europe and NAFTA) to grow by approximately 9 million replacement tires or around 1% to 2% in B.5 Description of the Group and the Issuer's position within the Group Continental AG is the management and holding company for the Continental Group. The Continental Group consists of 458 subsidiaries and affiliated companies (including minority holdings) worldwide (as at December 31, 2014). B.9 Profit forecast or estimate Not applicable. No profit forecast or estimate has been made in the Prospectus. B.10 Nature of any qualifications in the audit report on historical financial information Not applicable. The audit opinions with respect to the consolidated financial statements of Continental AG for the financial years ended December 31, 2014 and 2013 do not include any qualifications. B.12 Selected historical key financial information (audited consolidated financial statements 2014 of Continental AG) (in EUR millions) (unless otherwise stated) Sales...34, ,331.0 Cost of sales...-25, ,529.4 Gross margin on sales... 8, ,801.6 EBITDA (1)... 5, ,095.0 EBIT (2)... 3, ,263.7 Net interest expense Earnings before taxes... 3, ,459.4 Cash flow arising from operating activities... 4, ,721.8 Cash flow arising from investing activities... -2, ,903.5 Cash flow before financing activities (free cash flow)... 2, ,818.3 Cash flow arising from financing activities ,

9 Change in cash and cash equivalents... 1, Cash and cash equivalents as at the end of the reporting period... 3, ,044.8 Net income... 2, ,009.8 Non-controlling interests Net income attributable to the shareholders of the parent... 2, ,923.1 Net indebtedness... 2, ,289.3 Basic earnings per share in EUR Diluted earnings per share in EUR Non-current assets...16, ,569.5 Current assets...13, ,251.3 Total assets...30, ,820.8 Equity attributable to the shareholders of the parent...10, ,011.2 Non-controlling interests Total equity...11, ,322.2 Non-current liabilities... 9, ,870.8 Current liabilities...10, ,627.8 Total equity and liabilities...30, ,820.8 Number of employees at the end of the reporting period (excluding trainees) , ,762 (1) Continental AG defines EBITDA (Earnings before interest, taxes, depreciation and amortization) as the aggregate of (i) EBIT and (ii) depreciation and amortization (excluding write-downs on financial investments). Continental AG reports its EBITDA because it believes it is a helpful figure for evaluating the Continental Group's and its divisions' operating performance. EBITDA is not a performance indicator recognized under IFRS. The EBITDA reported is not necessarily comparable to the performance figures published by other companies as EBITDA or the like. (2) Continental AG defines EBIT as earnings before interest and taxes. Continental AG reports its EBIT because it believes it is a helpful figure for evaluating the Continental Group's and its divisions' operating performance. EBIT is not a performance indicator recognized under IFRS. The EBIT reported is not necessarily comparable to the performance figures published by other companies as EBIT or the like. Material adverse change in the prospects of the Issuer Significant change in the financial and trading position There has been no material adverse change in the prospects of Continental AG since December 31, Not applicable. There has been no significant change in the financial or trading position of Continental AG since December 31, B.13 Recent events With effect as of January 30, 2015, Continental AG acquired Veyance Technologies, Inc., Fairlawn, Ohio, USA, for approximately USD 1.8 billion, excluding incidental acquisition costs. The acquired business was integrated into the ContiTech division. The company produces and supplies, inter alia, conveyor belts, industrial hoses, air spring systems and power transmission belts and has its main production and engineering facilities in the USA, Canada, Mexico, South America and China. 9

10 B.14 Statement of dependency upon other entities within the group Not applicable. Continental AG is the parent company of Continental Group and not dependent on other entities within Continental Group. B.15 Principal activities The main purpose of Continental AG is to act as management and holding company for the Continental Group. Continental is a worldwide automotive supplier of a broad range of electronic systems and components, tires and non-tire rubber products. Continental primarily focuses on the improvement and integration of individual components as well as the cross-linking of such components to sophisticated systems, with the goal of making individual mobility safer, more comfortable and more sustainable. It develops, produces and markets products that address the key growth trends of the automotive industry such as enhanced driving safety, comfort and convenience, increased fuel efficiency and climate protection. As an international automotive supplier, global business with the manufacturers of passenger and commercial vehicles is Continental's most important market segment. It accounted for about 73% of Continental's total revenues in Continental's second-biggest market segment is the global replacement tire business for passenger and commercial vehicles. Geographically, the most important sales region is Europe and the markets of the North American Free Trade Agreement (NAFTA), closely followed by Asia. Continental's business is divided into the Automotive Group and the Rubber Group: The Automotive Group consists of the Chassis & Safety, Powertrain, and Interior divisions. The Chassis & Safety division is focused on the areas of driving safety and dynamics and occupant protection for maximum possible safety in all driving situations. The product portfolio includes braking and driver assistance systems, sensors and chassis components, as well as passive safety such as airbag electronics that vary from individual components to networked systems and are designed to increase driving safety. An innovation of the Chassis & Safety division is a safety system called ContiGuard that networks the active and passive safetyrelated functions and fully integrates them into a comprehensive safety package, making the vehicles intelligent and foresighted. The Powertrain division develops and manufactures system solutions affecting a vehicle's drivetrain with the goal of making vehicle powertrain systems more affordable and environmentally sound while at the same time increasing driving comfort and pleasure. The product portfolio includes gasoline and diesel fuel injection systems including sensors, actuators and customized electronics, fuel and exhaust management systems, engine management and transmission control units as well as solutions for hybrid and electric drives. The Interior division combines activities relating to the management and visualization of information in vehicles, the networking between driver, passengers and the vehicle as well as between the vehicle and the outside world (infrastructure, other cars and mobile services). The aim is to make all necessary 10

11 information available to the driver at the right time and to present it in such a way that it can be comprehended quickly, thus enabling the driver to adapt optimally to the current driving demands. The Rubber Group consists of the Tire division and the ContiTech division. The Tire division develops and produces tires for passenger cars, trucks, buses and construction site vehicles, bicycles and motorcycles under various brand names, including "Continental", "Uniroyal" (except in NAFTA, Colombia and Peru), and "Semperit". Under the "ContiRe" and "ContiTread" brand names, Continental also offers a hot-retreaded and a cold-retreaded line of truck tires to supplement its tire range. The ContiTech division develops and produces functional parts, components and systems for the automotive industry, the mining, printing and commercial vehicle industries, as well as the machinery and plant construction, aviation, aerospace and railway engineering industries. The product range covers sustainable products made from rubber and plastic that are individually customized. Continental has a global presence and is therefore able to serve its automotive original equipment manufacturers (OEM) such as BMW Group, Daimler Group, Fiat-Chrysler, Ford, General Motors, Hyundai, Mazda, Renault-Nissan, Toyota and the Volkswagen Group, amongst others, and non-automotive OEM customers on a worldwide basis. B.16 Controlling Persons Georg F.W. Schaeffler and Maria-Elisabeth Schaeffler-Thumann, Herzogenaurach (via Schaeffler Beteiligungsholding GmbH & Co. KG, Herzogenaurach and via Schaeffler Verwaltungs GmbH, Herzogenaurach) hold approximately 46% of Continental AG's shares and voting rights. To Continental AG's knowledge, Schaeffler Group exercises control over Continental AG within the meaning of Section 17 of the German Stock Corporation Act (AktG), since Schaeffler Verwaltungs GmbH and Schaeffler Beteiligungsholding GmbH & Co. KG directly hold approximately 46% of Continental AG's shares and voting rights. In view of the historical presences at Continental AG's general shareholder meeting since 2006, such shareholding conveys factual control to Schaeffler Group. In connection herewith, Continental AG has prepared a dependency report (Abhängigkeitsbericht) pursuant to Section 312 German Stock Corporation Act for the fiscal year B.17 Credit ratings of the Issuer or its debt securities Standard & Poor's Credit Market Services Europe Limited (Zweigniederlassung Deutschland) 1, 2 has assigned a solicited long-term credit rating of BBB 3 to Continental AG Standard & Poor's Credit Market Services Europe Limited (Zweigniederlassung Deutschland) is established in the European Community and is registered under Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies, amended by Regulation (EC) No 513/2011 of the European Parliament and of the Council of 11 May 2011 and by Regulation (EC) No 462/2013 of the European Parliament and of the Council of 21 May 2013 (the "CRA Regulation"). The European Securities and Markets Authority publishes on its website ( CRAs) a list of credit rating agencies registered in accordance with the CRA Regulation. That list is updated within five working days 11

12 Fitch Ratings Ltd. 2, 5 has assigned a solicited long-term credit rating of BBB 6 to Continental AG. 4 [B.18 Nature and scope of the Guarantee Continental AG, as Guarantor, unconditionally and irrevocably guarantees the due payment of interest and principal and additional amounts, if any, for the Notes issued by [Conti-Gummi Finance][Continental Rubber of America].] ] following the adoption of a decision under Article 16, 17 or 20 CRA Regulation. The European Commission shall publish that updated list in the Official Journal of the European Union within 30 days following such update. According to the definition published by Standard & Poor's Credit Market Services Europe Limited on its homepage of BBB means An obligation rated 'BBB' exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation. See A credit rating assesses the creditworthiness of an entity and informs an investor therefore about the probability of the entity being able to redeem invested capital. It is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time. Fitch Ratings Ltd. is established in the European Community and is registered under the CRA Regulation. According to the definition published by Fitch Ratings Ltd. on its homepage, BBB ratings indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate but adverse business or economic conditions are more likely to impair this capacity. See 12

13 [SECTION B ISSUER Element Description of Element Disclosure requirement B.1 Legal and commercial name Conti-Gummi Finance B.V. (Conti-Gummi Finance or CGF) B.2 Domicile / Legal form / Legislation / Country of incorporation CGF is incorporated as a private limited liability company (besloten vennootschap) under the laws of The Netherlands and domiciled in The Netherlands. B.4b Known trends affecting the Issuer and the industries in which it operates Not applicable. There are no known trends specific to CGF. B.5 Description of the Group and the Issuer's position within the Group CGF is a wholly owned subsidiary of Continental Automotive Holding Netherlands B.V., which is a wholly owned indirect subsidiary of Continental AG, and belongs to the Continental Group. B.9 Profit forecast or estimate Not applicable. No profit forecast or estimate has been made in the Prospectus. B.10 Nature of any qualifications in the audit report on historical financial information Not applicable. The audit opinions with respect to the financial statements of CGF for the financial years ended December 31, 2014 and 2013 do not include any qualifications. B.12 Selected historical key financial information (audited financial statements 2014 and 2013 of CGF in accordance with Dutch GAAP) (in EUR thousand) Net interest income/net income ,403 Result before tax ,255 Result after tax Total noncurrent assets , ,673 Total current assets... 34,127 22,526 Total assets , ,199 Total current liabilities... 15,038 6,088 Total long-term liabilities...745, ,899 Total liabilities , ,987 Net result after tax Total shareholder's equity...16,692 16,212 Total liabilities and shareholder's equity , ,199 Material adverse change in the prospects of the Issuer Significant change in the financial and trading position There has been no material adverse change in the prospects of CGF since December 31, Not applicable. There has been no significant change in the financial or trading position of CGF since December 31,

14 B.13 Recent events Not applicable. There have been no relevant recent events particular to CGF which are to a material extent relevant to the evaluation of CGF's solvency. B.14 Statement of dependency upon other entities within the group CGF is a wholly owned subsidiary of Continental Automotive Holding Netherlands B.V., which is a wholly owned indirect subsidiary of Continental AG. B.15 Principal activities The principal activity of CGF is the provision of loans to Continental AG and to companies of the Continental Group financed with funds acquired from the capital market, bank loans and loans from other companies of the Continental Group. B.16 Controlling Persons CGF is a wholly owned subsidiary of Continental Automotive Holding Netherlands B.V., which is a wholly owned indirect subsidiary of Continental AG. B.17 Credit ratings of the Issuer or its debt securities B.19 Summary information about the Guarantor Not applicable. CGF is not rated. Please see Continental AG - B.1 to B.18. In the case of an issue of Notes by Conti-Gummi Finance insert the information under Continental AG - B.1 to B.18 into the summary of the individual issue of Notes under this Element B.19 and number the Elements about Continental AG as Guarantor as follows: B.19-B.1., etc. ] 14

15 [SECTION B ISSUER Element Description of Element Disclosure requirement B.1 Legal and commercial name B.2 Domicile / Legal form / Legislation / Country of incorporation Continental Rubber of America, Corp. (Continental Rubber of America or CRoA) CRoA is incorporated as a corporation under the laws of the State of Delaware, USA and domiciled in Delaware, USA. B.4b Known trends affecting the Issuer and the industries in which it operates Not applicable. There are no known trends specific to CRoA. B.5 Description of the Group and the Issuer's position within the Group B.9 Profit forecast or estimate B.10 Nature of any qualifications in the audit report on historical financial information CRoA is a wholly owned subsidiary of Continental Automotive, Inc., which is, through a series of other subsidiaries, a wholly owned indirect subsidiary of Continental AG, and belongs to the Continental Group. Not applicable. No profit forecast or estimate has been made in the Prospectus. Not applicable. The audit opinions with respect to the financial statements of CRoA for the financial years ended December 31, 2014 and 2013 do not include any qualifications. B.12 Selected historical key financial information (audited financial statements 2014 and 2013 of CRoA) (in USD thousand) Income (loss) before income taxes... (8,621) 12,396 Net income (loss)... (5,466) 7,831 Total current assets... 23, ,465 Total noncurrent assets... 1,805,296 1,812,146 Total assets... 1,829,244 1,965,611 Total current liabilities , ,480 Total noncurrent liabilities ,000 1,676,126 Total liabilities... 1,780,705 1,911,606 Total shareholder's equity... 48,539 54,005 Total liabilities and shareholder's equity... 1,829,244 1,965,611 Net cash used in operating activities... (6,986) (15,440) Net cash provided by investing activities... 5, ,000 Net cash provided by (used in) financing activities... 1,986 (159,560) Material adverse change in the prospects of the Issuer There has been no material adverse change in the prospects of CRoA since December 31,

16 Significant change in the financial and trading position Not applicable. There has been no significant change in the financial or trading position of CRoA since December 31, B.13 Recent events Not applicable. There have been no relevant recent events particular to CRoA which are to a material extent relevant to the evaluation of CRoA's solvency. B.14 Statement of dependency upon other entities within the group CRoA is a wholly owned subsidiary of Continental Automotive, Inc., which is, through a series of other subsidiaries, a wholly owned indirect subsidiary of Continental AG. B.15 Principal activities The main purpose of CRoA is the financing of the subsidiaries of Continental AG, in particular, but not limited to, such subsidiaries which are based in North America. Beside these operations CRoA has no further material activities. B.16 Controlling Persons CRoA is a wholly owned subsidiary of Continental Automotive, Inc., which is, through a series of other subsidiaries, a wholly owned indirect subsidiary of Continental AG. B.17 Credit ratings of the Issuer or its debt securities B.19 Summary information about the Guarantor Not applicable. CRoA is not rated. Please see Continental AG - B.1 to B.18. In the case of an issue of Notes by Continental Rubber of America insert the information under Continental AG - B.1 to B.18 into the summary of the individual issue of Notes under this Element B.19 and number the Elements about Continental AG as Guarantor as follows: B.19-B.1., etc. ] 16

17 SECTION C Securities Element Description of Element Disclosure requirement C.1 Type and class of the securities, including any security identification number. C.2 Currency of the securities issue. C.5 Restrictions on the free transferability of the securities. C.8 Rights attached to the Notes, including ranking of the Notes and limitation of rights Type and Class The Notes are unsubordinated and unsecured [fixed][floating] rate notes. Issuance in Series The Notes are issued as Series number [ ], Tranche number [ ]. Security Identification Number(s) ISIN: [ ] [Common Code: WKN: [Other: [ ] [ ]] [ ]] The Notes are issued in [ ]. Not applicable. The Notes are freely transferable. Rights attached to the Notes Each Holder of the Notes has the right vis-à-vis the Issuer to claim payment of interest and nominal when such payments are due under the Notes. [In case of Note issued by CGF or CRoA insert: Guarantee The Notes benefit from an unconditional and irrevocable guarantee for the due payment of interest and principal and additional amounts, if any, granted by Continental AG.] Redemption [In case of no early redemption at the option of the Issuer and no early redemption at the option of the Issuer for reason of Minimal Outstanding Aggregate Principal Amount insert: The Notes cannot be redeemed prior to their stated maturity (except for taxation reasons or upon the occurrence of a change of control or an event of default).] Negative Pledge The Notes contain a negative pledge provision. Resolutions of Holders The Notes provide for resolutions of Holders. Ranking of the Notes (Status) The Notes constitute unsecured and unsubordinated obligations of the Issuer ranking pari passu among themselves and pari passu with all other unsecured and unsubordinated obligations of the Issuer, unless such obligations are accorded priority under mandatory provisions of statutory law. 17

18 Limitation of rights [In case of an early redemption at the option of the Issuer and/or an early redemption at the option of the Issuer for reason of Minimal Outstanding Aggregate Principal Amount insert: Early Redemption Notes may be redeemed before their stated maturity for taxation reasons, upon the occurrence of a change of control or an event of default [In case of an early redemption at the option of the Issuer insert: or at the option of the Issuer]. [In case of an early redemption at the option of the Issuer in case of Minimal Outstanding Amount insert: The Notes may also be redeemed at the option of the Issuer for reason of minimal outstanding principal amount].] Redemption for Taxation Reasons [Except as described in "Early Redemption" above,] [E][e]arly redemption will only be permitted if the Issuer [or the Guarantor] has or will become obliged to pay certain additional amounts in respect of the Notes as a result of any change in the tax laws of Germany or any other relevant taxing jurisdiction. Events of Default The Notes provide for events of default entitling Holders to demand immediate redemption of the Notes. Cross Default The Notes provide for cross default provisions. Change of Control The Notes provide for a change of control clause. C.9 Please read Element C.8 together with the information below 18

19 Interest / Fixed Rate Notes / Floating Rate Notes / Maturity Date / Yield Interest [In case of fixed rate notes insert: The Notes bear interest from [ ] at a fixed rate of [ ] per cent. per annum payable in arrears on [ ].] [In case of floating rate notes insert: The Notes bear interest on their principal amount from [ ] (inclusive) to the first Interest Payment Date (exclusive) and thereafter from each Interest Payment Date (inclusive) to the next following Interest Payment Date (exclusive). Interest on the Notes shall be payable on each Interest Payment Date. The rate of interest for each Interest Period (as defined below) will be the offered quotation (expressed as a percentage rate per annum) for deposits in the Specified Currency for that Interest Period which appears on the Screen Page as of 11:00 a.m. [(Brussels time)] [(London time)] on the Interest Determination Date (as defined below) [[plus] [minus] the Margin], all as determined by the Calculation Agent.] Interest Payment Date[s] shall mean [ ]. Interest Period shall mean [ ]. Interest Determination Date means the [if same-day fixing applies, insert: first [London] [insert other relevant location] Business Day] [[if same-day fixing does not apply, insert: [second] [insert other applicable number of days] [London] [TARGET] [insert other relevant location] Business Day prior to the commencement] of the relevant Interest Period. [[London] [insert other relevant location] Business Day means a day which is a day (other than a Saturday or Sunday) on which commercial banks are open for business (including dealings in foreign exchange and foreign currency) in [London] [insert other relevant location].] [TARGET Business Day means a day on which TARGET is open.] Maturity Date Unless previously redeemed in whole or in part or purchased and cancelled, the Notes shall be redeemed on [ ]. [In case of fixed rate notes insert: Yield The yield equals [ ] per cent. per annum.] Representative of Holder C.10 Please read Element C.9 together with the information below [Not applicable, there is no representative of the Holders designated in the Terms and Conditions of the Notes.] [ ] Derivative Component in the Interest Payment C.11 Admission to trading on the regulated market or other equivalent markets Not applicable. There is no derivative component in the interest payment. [Application has been made to admit Notes to be issued under the Programme to trading on the regulated market of the [Luxembourg Stock Exchange] [ ]]. [Not applicable, the Issuer does not intend to make any application for the Notes to be admitted to trading on any stock exchange.] 19

20 [C.21 Indication of the market where the Notes will be traded and for which the Prospectus has been published [Application has been made to admit Notes to be issued under the Programme to trading on the regulated market of the [Luxembourg Stock Exchange] [ ]]. [Not applicable, the Issuer does not intend to make any application for the Notes to be admitted to trading on any stock exchange.]] 20